MIDWESTERN AGREEMENT -FINAL 11-03-17.DOCX

CLINICAL AFFILIATION AGREEMENT
This Clinical Affiliation Agreement (“Agreement”) is made and entered into on
December 1, 2017 (“Effective Date”) by and between Midwestern University, an Illinois
not-for-profit corporation registered as an Arizona foreign corporation, with campuses
located at Downers Grove, Illinois and at Glendale, Arizona (hereinafter collectively
referred to as the “University”) and Maricopa County on behalf its Office of the Medical
Examiner (hereinafter the “Facility”). The University and the Facility are referred to
below individually as “Party” and collectively as the “Parties”.
RECITALS
A. University offers its enrolled students (“Student” or “Students”) accredited
educational programs eligible to grant degrees in various healthcare fields (see Exhibit A
for a list of programs);
B. Facility possesses all accreditations, licenses and permits required to
operate under applicable federal, state and local laws; and
C. University desires to affiliate with Facility to offer Students an educational
experience and provide Students with opportunities to obtain practical and clinical learning
experience in various healthcare settings; and Facility has expressed its interest in making
its facilities available for such purposes (see Exhibit B for a list of participating sites) and
is willing to provide practical and clinical learning experiences to Students of the
University (“Clinical Rotations”).
NOW, THEREFORE, it is agreed between the Parties as follows:
1. JOINT RESPONSIBILITIES:
a. The arrangement for the Clinical Rotations will be cooperatively planned
by the appropriate representatives of the Facility and the University. Illustrative of the
foregoing, specific and mutually agreed upon information regarding the number of
Students to be assigned, the dates of assignment, and specific experience to be provided
(including the proposed clinical areas and patient service facilities accessible to the
Students and the type and extent of patient care which the Students may participate in) shall
be planned jointly and agreed upon by the University and the Facility.
b. The number of Students assigned to participate in the Clinical Rotations
shall be mutually agreed upon by the Parties, but, in no event, will the number exceed the
number of Students that can be accommodated by the Facility with adequate supervision
by Facility staff or employees. Facility has final authority to determine the number and
scheduling of participants in the Clinical Rotations. Facility shall have the right not to
accept Students or to terminate the Clinical Rotations of individual Students at any time
during the Term of this Agreement as provided for by this Agreement.
c. Evaluation of the Students performance in the Clinical Rotations will be
accomplished jointly by the University and the Facility. Appropriate University and
Facility employees or staff will communicate on a regular basis for the purpose of
reviewing and evaluating the Clinical Rotations offered to Students. Periodic meetings
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CLINICAL AFFILIATION AGREEMENT
will be held to resolve issues that may interfere with the achievement of the objectives of
the Clinical Rotations.
d. In the event that the Facility’s rules, regulations, procedures, or policies are
not complied with by Students or if any other concerns may arise involving Students, the
Facility shall notify the University of such concerns and the Parties shall mutually agree
on the appropriate corrective action. However, pending such resolution, the Facility in its
sole discretion, will not be precluded from taking independent action consistent with its
policies, procedures, or bylaws and may restrict Student activities if it deems such
restrictions to be necessary for the safety and welfare of its patients and/or the Students.
e. Non-Discrimination. University, Facility and Students participating in the
Clinical Rotations pursuant to this Agreement shall not discriminate against any person
because of race, color, creed, age, national origin, sex, marital status, sexual orientation,
veteran’s status or any other legally protected factor as provided by law. In addition, each
Party and the Students shall not discriminate against any person because of handicap or
disability under applicable law.
f. Each Party to this Agreement, and all Students, shall perform all duties and
services under this Agreement in accordance with all relevant local, state, and federal laws
and shall comply, to the extent required, with the standards and guidelines of all applicable
accrediting bodies and the bylaws, rules and regulations of Facility and University as may
be in effect at the commencement of any Clinical Rotation.
g. In the performance of all work, duties and obligations, University and
Facility are at all times independent contractors and not joint venturers or agents of the
other. Neither Party nor their respective faculty, staff, employees, students or agents shall
be or claim to be the faculty, staff, employee, student or agent of the other. Neither the
University nor the Facility shall in any way become obligated for the debts or expenses of
the other Party; and neither Party shall have the authority to bind the other Party or
otherwise execute any document on behalf of the other; nor shall either Party hold itself
out to the public or to any third party as possessing such authority.
h. The Students assigned to the Clinical Rotations pursuant to this Agreement
should be considered students in training and not employees of either Party. Each Student
is placed at the Facility to receive education and training as a part of his or her academic
curriculum. Any activities performed by a Student pursuant to this Agreement are
performed to fulfill certain academic requirements. As such, Students shall not seek, be
entitled to, or be covered by the Facility or University for purposes of compensation, fringe
benefits, workers compensation, unemployment compensation, minimum wage laws,
income tax withholding, social security or any other purpose on account of any Student
performing, receiving education and training, or traveling pursuant to this Agreement.
i. Stipulations as to Liability. Neither Party to this Agreement shall be
legally liable for the consequences, whether bodily injury (including death) or property
damage, occasioned by any act or omission chargeable to the other Party. The Parties shall
notify one another as soon as possible of any adverse event which may result in liability to
the other Party. It is the intention of the Parties to cooperate in the disposition of all such
audits, actions, or claims. Such cooperation may include, but is not limited to, timely
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CLINICAL AFFILIATION AGREEMENT
notice, joint investigation, defense, making witnesses available and disposition of claims
of third parties arising from the activities performed under this Agreement.
j. Indemnification.
(1) To the extent required by law and without waiving any defenses, the
University will indemnify, defend and hold Facility and its employees, officers, directors,
associates, agents, and representatives harmless from and against any and all loss, damage,
liability or claims (including, without limitation, reasonable costs and expense of litigation
and reasonable attorneys’ fees) (collectively “Claims”) arising from the negligent acts or
omissions of University, its Students and employees in connection with this Agreement,
provided that the indemnities herein do not extend to Claims (a) arising from or in any way
related to the acts or omissions of the Facility, its affiliates, subsidiaries or successors, now
existing or hereinafter created, and each of their respective employees, officers, directors,
associates, agents, or representatives; or (b) arising from or in any way related to the acts
or omissions of any Student or employee of the University related to patient care,
undertaken pursuant to the direction or supervision of any contractor or healthcare provider
employed by, on staff of, or affiliated with Facility.
(2) To the extent required by law and without waiving any defenses, the
Facility will indemnify, defend and hold University and its Students, employees, officers,
agents, and representatives harmless from and against any and all loss, damage, liability or
claims (including, without limitation, reasonable costs and expense of litigation and
reasonable attorneys’ fees) arising from or related to the negligent acts or omissions of
Facility and its affiliates, subsidiaries or successors, now existing or hereinafter created,
and each of their respective employees, officers, directors, associates, agents, and
representatives in connection with this Agreement, provided that the indemnities herein do
not extend to Claims arising from or in any way related to the negligent acts or omissions
of the University, its Students, employees, officers, agents or representatives.
k. Confidentiality. The University, its employees, and Students acknowledge
and agree that any and all documentation, records, data, and information pertaining to the
Facility, its employees, affiliates, clients, and patients created or received in performance
of this Agreement is, and shall at all times remain, the sole property of the Facility. To
the extent required by law, both Parties (namely the University and the Facility), and each
of their respective students, employees, staff, agents, and representatives participating in
the Clinical Rotations pursuant to this Agreement, agree to abide by all applicable state and
federal laws, rules and regulations regarding the confidentiality and privacy of any and all
information which may be related to the business and management of either Party, the
personal information of Students and/or the personal and healthcare information and
records of any patient or client of the Facility to which access is granted or obtained by the
other Party or to which each Party’s respective students, employees, staff, agents, and
representatives may access in performance of the activities contemplated by this
Agreement (“Confidential Information”). Each Party shall use appropriate safeguards to
prevent use or disclosure of any Confidential Information created, received, or maintained
in performance of this Agreement except use or disclosure specifically permitted pursuant
to this Agreement or as may be required by law, order of the court of competent
jurisdiction, or lawful subpoena. Furthermore, each Party shall ensure that any agents or
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CLINICAL AFFILIATION AGREEMENT
subcontractors participating in the Clinical Rotations pursuant to this Agreement, to whom
said Party may provide Confidential Information in performance of this Agreement, agrees
to the same restrictions and conditions set forth herein that apply to the Parties with respect
to such information. Each Party will promptly report to the other Party upon knowledge
and verification, any use or disclosure of Confidential Information not provided for by this
Agreement or in violation of any applicable local, state or federal law of which that Party
becomes aware. Both Parties will make their internal practices, books, and records relating
to the use and disclosure of Confidential Information created, received or maintained in
performance of this Agreement available to the Secretary of Health and Human Services
to the extent required for determining compliance with applicable regulations.
l. Associated Costs.
No Compensation: The Clinical Rotations conducted hereunder shall be
conducted without the payment of any monetary consideration by or to the University, the
Facility, or any Student as result of this Agreement.
2. UNIVERSITY RESPONSIBILITIES:
a. The University will assign Students to participate in Clinical Rotations and
will have responsibility for academically preparing the Students in theoretical knowledge,
basic skills, professional ethics, attitude and behavior and shall provide Students with
training pertaining to healthcare provider CPR, Occupational Safety and Health
Administration (“OSHA”), and patient confidentiality and privacy requirements including,
as applicable, the Health Insurance Portability and Accountability Act (“HIPAA”) prior to
assignment to the Clinical Rotations at the Facility. The Facility will be informed as to
curriculum and sequence.
b. University, in cooperation with the Facility, shall orient Students to the
Clinical Rotations at Facility and shall advise Students of their responsibility to complete
any general orientation, departmental orientation, corporate compliance training, and any
applicable training with regard to patient confidentiality and privacy requirements that may
be required by Facility prior to Students participating in any Clinical Rotation.
c. The University will appoint a representative as a coordinator of clinical
education to act as a liaison between the Facility, the University and the Student in such
matters as assignments and coordination of Clinical Rotations and administrative
operations. The name and contact information for said representative will be provided to
Facility prior to the start of every Clinical Rotation.
d. The University, if applicable and upon mutual agreement of the Parties, may
provide certain full-time employed clinical faculty members with appropriate credentials
and licensure to assume the responsibility for the on-site clinical instruction and
supervision of Students while they are assigned to the Facility. The University shall notify
the Facility of the identity of any such faculty members assigned to the Clinical Rotations
hereunder prior to the commencement of any Clinical Rotation.
e. The University will provide the Facility with forms, protocols and
guidelines pertaining to the Clinical Rotations and for the evaluation of the Clinical
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CLINICAL AFFILIATION AGREEMENT
Rotations and Students’ performance in said Clinical Rotations along with its policy
regarding Student absences during clinical assignments.
f. University will require the Students assigned to Facility to dress in
accordance with dress and personal appearance standards approved by University. Such
standards shall be in accordance with Facility’s standards regarding same. Students shall
be required to pay for their own meals, lodging, and transportation while participating in
any Clinical Rotation.
g. Liability Insurance. The University, at its sole cost and expense, agrees to
obtain and maintain in full force and effect a policy or policies of general liability and
professional liability insurance covering its Students and (if any) employed faculty
participating in the Clinical Rotations at Facility pursuant to this Agreement. The
University will maintain, at a minimum, the following limits of liability coverage: (1) For
general liability, $1,000,000 per occurrence and $3,000,000 annual aggregate; (2) For
professional liability, $1,000,000 per occurrence and $3,000,000 in the aggregate; and (3)
For excess liability, $3,000,000 per occurrence and $3,000,000 in the aggregate. Such
insurance shall be obtained from a reputable insurance company reasonably acceptable to
the Facility or may be provided through a self-insurance program or combination
thereof. University agrees to provide the Facility with thirty (30) days prior written
notification (or as soon as possible if notice is received less than thirty (30) days before the
effective date) of the cancellation, nonrenewable, or material change of any liability
insurance policy required by this Agreement. The University shall furnish appropriate
evidence to the Facility of the existence of the insurance coverage required herein prior to
the execution of this Agreement and, thereafter, upon request. In the event that the
insurance specified in this Section 2(g) is not provided or is canceled, Facility may
immediately terminate this Agreement.
h. Upon written request, the University agrees to withdraw Students from
assignment to the Facility following consultation between all Parties involved; provided,
however, that the Facility may refuse access to its clinical areas or otherwise restrict
activities of Students when such restrictions are deemed necessary or desirable for patient
welfare, for Students that do not meet the Facility’s standards for safety, health or ethical
behavior, or for any Student who does not observe all rules, regulations, policies and
procedures of the Facility.
i. Background Screening. University shall require its Students to submit to a
background check as a condition of their participation in the Clinical Rotations. The
University will verify to Facility that each Student has submitted to a background
investigation and will advise Facility of any materially adverse findings for a Student, to
the extent permitted by law. A background check will be considered “complete” if it
includes, at a minimum, all of the following elements: (1) obtaining, as applicable,
information from Federal, State (including the Student’s state of residence if different from
the state in which the University is located) and local governmental sources; (2) seven (7)
year criminal background check in current and previous counties of residence and
employment; (3) confirmation that the Student is not listed as sexual offender and, if
requested by Facility in any Adult and/or Child Abuse Registry; (4) verification that the
Student has not been excluded from participating in any federal and state health care
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CLINICAL AFFILIATION AGREEMENT
programs; (5) verification that the Student is not on the OIG or GSA exclusion list; and (6)
any other element identified in writing by the Facility necessary to meet state law
requirements. The Facility reserves the right to require the withdrawal of any Student from
the Clinical Rotations in the event that Student fails to meet the standards established by
the Facility for acceptable background.
j. Health of Students. Prior to participating in the Clinical Rotations,
University will require each Student to undergo: (1) a physical exam; (2) Tuberculosis 1-
step PPD skin test (after a primary two step tuberculin skin test) within the last 12 months
preceding the commencement of any Clinical Rotations or evidence that each Student is
free of symptoms of pulmonary disease, including a chest x-ray if the skin test is positive;
(3) vaccination (or documentation of Student’s declination of vaccination(s) in accordance
with applicable laws or regulations) and/or proof of immunity for: Varicella, Mumps,
Rubella (German Measles), Rubeola (Measles),Tetanus/Diphtheria, Hepatitis B; and, as
applicable to veterinary medicine Students, Rabies; (4) annual influenza vaccination; and
(5) any other health standards established by Facility and University prior to their
participating in the Clinical Rotations.
k. Drug Testing. Upon request of the Facility, the University shall require
Students to submit to drug testing, at Student’s sole cost and expense, prior to their
participation in the Clinical Rotations. No Student with adverse drug test results will
participate in the Clinical Rotations unless the Student presents satisfactory evidence that
the drugs are legally prescribed and will not affect their ability to safely participate in the
activities contemplated by this Agreement.
l. The University will give advance notice to the Facility of any site visits by
its representatives and/or any representatives of the accrediting agencies involved with the
Clinical Rotations.
m. Faculty Appointment(s). Upon the recommendation of the appropriate
University representative, University adjunct faculty status may be accorded to Facility
staff and/or employees whose participation in the Clinical Rotations merits such
consideration. Those Facility staff and/or employees so recognized will receive a
certificate indicating their participation in the Clinical Rotations and their names will
appear on faculty rosters and in all publications of the University that list the adjunct
clinical faculty. Any courtesy appointments to University’s clinical faculty shall not
constitute the appointed party as an employee, agent, or representative of the University
and shall not obligate the University to insure, defend, or indemnify any such appointed
party.
3. FACILITY RESPONSIBILITIES:
a. Liability Insurance. The Facility, at its sole cost and expense, agrees to
obtain and maintain in full force and effect a policy or policies of general liability and
professional liability insurance covering itself, its employees, staff, agents, and
representatives. The Facility will maintain, at a minimum, the following limits of liability
coverage: (1) For general liability, $2,000,000 per occurrence and $4,000,000 annual
aggregate; and (2) For professional liability, $2,000,000 per occurrence and $4,000,000 in
the aggregate. Such insurance shall be obtained from a reputable insurance company
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CLINICAL AFFILIATION AGREEMENT
reasonably acceptable to the University or may be provided through a self-insurance
program or combination thereof. The Facility agrees to provide the University with thirty
(30) days prior written notification (or as soon as possible if notice is received less than
thirty (30) days before the effective date) of the cancellation, nonrenewable, or material
change of any liability insurance policy required by this Agreement. Facility shall furnish
appropriate evidence to the University of the existence of such insurance prior to the
execution of this Agreement and, thereafter, upon request. In the event that the insurance
specified in this Section 3(a) is not provided or is canceled, University may immediately
terminate this Agreement. University accepts that Facility is Self-Insured.
b. The Facility agrees to provide Students access to its clinical facilities as
appropriate for the operation of the Clinical Rotations. In addition, the Facility agrees to
provide Students access to available educational and instructional materials in its library
and provide sufficient conference/meeting room space for conducting didactic programs,
lectures, conferences, etc. in conjunction with the Clinical Rotations and appropriate to the
number of assigned Students.
c. Facility shall provide Students with reasonable orientation as to all policies,
procedures, rules and regulations of Facility including, but not limited to, its specific
policies and procedures governing use and disclosure of Facility’s protected and
confidential information.
d. Facility shall be responsible for providing all Students participating in the
Clinical Rotations with a work environment that is safe and healthful and free from
harassment, discrimination, and violence.
e. Facility agrees to provide necessary personal protective equipment for
Students while assigned to the Clinical Rotations pursuant to this Agreement in compliance
with OSHA Blood-Borne Pathogen Regulations, the Nuclear Regulatory Commission
Regulations, and other applicable federal and state health and safety regulations.
f. Students will have the status as trainees, are not to replace Facility staff or
employees, and are not to participate in direct patient care activities and/or services except
those activities and services that are identified for educational value as part of the jointly
planned education Clinical Rotations, all under the direction, guidance, and supervision of
a licensed health care provider who is employed by or a member of the staff of the Facility
or, if applicable, the University. Consistent with the foregoing, Students who are engaged
in direct patient care activities are not to do so without the authorization, direction or
supervision of a licensed health care provider. Students will be identified as “students” to
all patients and/or clients of the Facility and will not participate in patient care activities if
patients and/or clients of the Facility object to such participation. It is understood that the
teaching program will not interfere with the primary mission of the care and treatment of
the patient, which shall at all times remain the responsibility of the Facility, its employees,
and staff.
g. Unless prohibited by applicable law, if appropriate facilities and services
are available, the Facility shall be responsible for providing emergency medical care and/or
first aid for Students and participating University employees in the event of illness or
accident occurring on the Facility’s premises during the course of a clinical assignment. In
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CLINICAL AFFILIATION AGREEMENT
the event of Student exposure to infectious or environmental hazards, or other occupational
injuries as a result of the clinical assignment, Student will seek or be provided with
immediate medical attention from the Facility consistent with the Facility’s occupational
exposure procedures or directed to a nearby urgent care clinic or emergency room. All
Students are required to have medical insurance coverage in effect during their period of
assignment. The Parties expressly agree and understand that Students are financially
responsible for their own medical insurance and for any medical care they receive at or
arranged by the Facility.
h. The Facility will appoint a representative as a coordinator of clinical
education to act as a liaison between the Facility, the University, and the Student in such
matters as assignments, coordination of clinical rotations, and administrative operations.
The name and contact information for said representative will be provided to University
prior to the start of every clinical education experience.
i. Facility, unless otherwise notified by University that University intends to
assign one or more of its qualified employees (herein referred to as “faculty” and/or
“faculty members”) to participate in the clinical education program at Facility or any
Facility location, shall, in cooperation with University and utilizing guidelines provided by
University (as applicable), arrange for and designate one or more qualified professional
practitioners (“Clinical Instructor(s)”) employed by or on staff of Facility or any Facility
location that are in good standing; and have the appropriate licensure and credentials to
assume the responsibility of on-site clinical instruction and supervision of Students while
they are assigned to Facility or any Facility location pursuant to this Agreement. The
Clinical Instructor(s) have the authority and responsibility to take immediate, corrective
action in the event a Student demonstrates an inability to safely perform any activities in
the practice of patient care delivery. The duties of the Clinical Instructor (which may be
delegated to appropriate individuals) shall include, but shall not be limited to, the
following: (1) demonstrating a concern for the personal and educational development of
the Student; (2) providing a planned educational program for the Student’s Clinical
Rotations established in cooperation with the Student’s needs and interests; (3) evaluating
the Student’s performance during their participation in the Clinical Rotations; and (4)
meeting with appropriate University faculty and staff to discuss the Student’s progress and
performance in the Clinical Rotations.
j. The Facility may request withdrawal of a Student from the Facility
following consultation with appropriate University personnel and the involved Student but,
notwithstanding, a Student may exercise rights under Sections 1(e), 2(h), and 4(f) of this
Agreement.
k. Notwithstanding anything to the contrary set forth in this Agreement,
Facility may immediately remove from its premises any Student whose actions, behavior,
or attitude is a threat or danger to Facility, its patients, clients, employees, or the public, as
determined by the Facility in its sole discretion.
l. Notwithstanding anything to the contrary set forth in this Agreement,
Facility shall have the right to temporarily or permanently suspend any Clinical Rotations
under this Agreement if necessary to address mass casualty, emergency conditions, or a
substantial, unforeseen increased patient census.
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m. All records kept by the Facility relating to Student performance during the
Clinical Rotation shall be made available to the Parties and to the Student, and not to other
persons, as required by the Family Educational Rights and Privacy Act of 1974, 20 U.S.C.
§1232(g) (FERPA). A Student’s written permission must be obtained before releasing
specific student information to anyone other than University.
n. The Facility shall permit representatives of the University and its
accreditation agencies to visit, tour, and inspect the Facility, its clinical facilities, and
services available for Clinical Rotations, and other relevant items pertaining to the Clinical
Rotations, upon reasonable notice during the Facility’s administration’s regular business
hours, subject to requirements of patient confidentiality, legal compliance requirements of
the Facility, and minimizing disruption or interference with the Facility’s operations,
including patient care activities.
4. STUDENT RESPONSIBILITIES:
a. Students will be responsible for complying with all policies, procedures,
rules and regulations established by the Facility while participating in the Clinical
Rotations pursuant to this Agreement, including those governing the confidentiality,
privacy and security of protected and confidential information under applicable law.
b. Students will be required to obtain and maintain, at their sole cost and
expense, health insurance coverage for the duration of their clinical assignment and shall
be responsible for all costs and expenses for any medical care rendered to him or her.
c. Students shall be required to pay for their own meals, lodging, and
transportation while participating in any Clinical Rotations.
d. Students shall be responsible for their personal health and, if required by
the Facility, shall be responsible for obtaining any necessary health clearance from a
licensed healthcare provider for any absences from the Clinical Rotations due to injury or
illness.
e. Students shall be required to complete any general orientation, departmental
orientation, corporate compliance training, and any applicable training with regard to
patient confidentiality and privacy requirements that may be required by Facility prior to
Students participating in any Clinical Rotation.
f. Students shall have the right to seek administrative redress under the
University’s internal rules and regulations to appeal decisions made by the Facility or the
University that may have adverse effects upon the completion of the Clinical Rotations,
subject to the rights and policies of the Facility and University as expressed in this
Agreement.
5. TERM:
This Agreement shall commence on the Effective Date above. The Initial Term
of this Agreement shall be for five (5) years from the Effective Date. Thereafter, this
Agreement may be extended up to three (3) additional successive one (1) year periods (each
a “Renewal Term”), unless terminated as provided herein.
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6. TERMINATION:
a. Either Party may terminate this Agreement or may terminate this
Agreement with regard to any one degree program (as may be selected in Exhibit A)
individually (the “Terminating Program”), with or without cause, by providing a minimum
of ninety (90) days written notice to the other Party. The Parties agree that termination
with regard to any Terminating Program will not affect any other Clinical Rotations being
conducted by other degree programs hereunder or this Agreement in its entirety.
b. Termination procedures shall be initiated by a notifying Party providing the
other Party with a written notice describing the reason for termination and requesting an
immediate meeting to discuss and resolve the circumstances giving rise to termination.
Such meeting shall occur within ten (10) days of receipt of written notice. Following such
meeting, if applicable, the notifying Party shall allow reasonable time for the other Party
to cure any failure to perform and should seek to resolve any reasons for termination by
preserving an affiliation with appropriate adjustments rather than terminating it, if possible.
If the Parties are unable to resolve the reasons for termination, then a termination date will
be set. If the Parties are unable to agree on the effective date of termination, termination
will become effective at the close of the academic year in which notice was sent.
c. The Parties shall make every reasonable effort to extend the term of this
Agreement to a mutually agreed upon termination date to permit Students in good standing
participating in the Clinical Rotations pursuant to this Agreement to complete the Clinical
Rotations, if such Clinical Rotations will not be completed prior to the expiration or
termination of this Agreement or the termination of any one Terminating Program.
7. NOTICE:
All notices, demands or other writings provided for under this Agreement shall be deemed
to have been fully given when made in writing and either hand delivered or deposited in
the United States mail, with postage prepaid, and addressed to the respective Parties as set
forth below and/or at any other address or location approved in writing by the Parties.
If to the University: If to the Facility:
Midwestern University Office of the Medical Examiner
Office of General Counsel Forensic Science Center
19555 North 59th Avenue 701 West Jefferson Street
Glendale, AZ 85308 Phoenix, AZ 85007
Attn: Barbara L. McCloud, Esq. Attn: Administrator
Facsimile: 623-572-3410
With an unofficial copy to:
Midwestern University
Office of the General Counsel
Direct: 623-572-3871
cwells@midwestern.edu
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8. GENERAL
a. Counterpart Signature. This Agreement may be executed in one or more
counterparts (facsimile transmission or otherwise), each of which counterparts shall be
deemed an original Agreement and all of which shall constitute but one Agreement.
b. Entire Agreement. This Agreement constitutes the entire understanding and
agreement between the Parties and replaces and supersedes all prior agreements with
respect to the subject matter hereof, both oral and written. There are no other arrangements,
understandings, restrictions, representations, or warranties between the Parties hereto.
Each Party hereunder, except for disclosure to its legal counsel, accountants or financial
advisors (none of whom shall be associated or affiliated in any way with said Party), shall
not disclose the terms of this Agreement to any third party; unless disclosure thereof is
authorized in writing by the other Party or as may be required by law, the Parties’
accrediting organization(s), or otherwise authorized by this Agreement.
c. Assignment of Contract. Neither Party to this Agreement may assign,
subcontract, or transfer any of its rights or obligations under this Agreement to a third Party
without the prior written consent of the other Party. The rights, duties and obligations
hereunder shall extend to, be binding upon, and inure to the benefit of the permitted
successors and assigns of each Party.
d. No Third-Party Beneficiaries. This Agreement shall inure exclusively to the
benefit of and be binding upon the Parties hereto and their respective successors, assigns,
executors and legal representatives. Nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the Parties hereto or their respective successors
and assigns any rights, remedies, obligations or liabilities under or by reason of this
Agreement.
e. Written Amendments/Waivers. No revision or amendment to this
Agreement shall be valid unless such revision or amendment is in writing and executed by
all Parties.
f. Non-Waiver of Rights. The failure by any Party to enforce at any time any
of the provisions of this Agreement, or any rights with respect thereto, or to exercise any
election herein provided, shall in no way affect the validity of this Agreement. The exercise
by any Party of any rights or elections under the terms or conditions of this Agreement
shall not preclude or prejudice any Party from exercising the same or any other right or
election it may have under this Agreement, regardless of any previous action or proceeding
taken by the Parties.
g. Severability. If any provision of this Agreement shall be deemed invalid,
illegal, or unenforceable by a court of competent jurisdiction, then such invalid, illegal, or
unenforceable provision shall be deemed deleted from this Agreement. All remaining
provisions of the Agreement shall be deemed to be in full force and effect.
h. Headings Not Binding. The headings used in this Agreement have been
prepared for the convenience of reference only and shall not control, affect the meaning,
or be taken as an interpretation of any provisions of this Agreement.
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i. Survival Clause. It is mutually agreed upon that any duty, obligation or
liability of either Party assumed by this Agreement or any subsequent extensions or
revisions thereto shall continue until such time as the duty, obligation or liability ceases to
exist.
j. Governing Law. This Agreement shall be governed in all respects by, and
be construed in accordance with, the laws of the State of Arizona.
k. Non-Exclusivity. Each Party shall have the right to enter into similar
agreements with other Parties.
l. Force Majeure. Either Party shall be excused from any delay or failure in
performance hereunder caused by reason of any occurrence or contingency beyond its
reasonable control, including but not limited to, acts of God, acts of war, fire, insurrection,
labor disputes, riots, civil disorder, earthquakes, or other acts of nature, curtailment of
transportation services, or other emergency beyond such Party’s reasonable control. The
obligations and rights of the Party so excused shall be extended on a day-to-day basis for
the time period equal to the period of such excusable interruption. In the event the
interruption of a Party’s performance hereunder continues for a period in excess of thirty
(30) days, the other Party shall have the right to terminate this Agreement upon ten (10)
days’ prior written notice to the other Party.
m. After-Enacted Laws. If, prior to the termination or expiration of this
Agreement, any federal, state or local authority or regulatory body including, but not
limited to, the Centers for Medicare and Medicaid, Department of Health and Human
Services, or the Internal Revenue Service, determines that this Agreement is illegal or
jeopardizes either Party’s tax exempt status or otherwise materially affects either Party’s
business, then the affected Party shall give the other Party such notice as is reasonable in
the circumstances and shall make available a reasonable period within which to cure. If
the Parties initiate no acceptable cure or remedy, then the affected Party may terminate this
Agreement upon ten (10) days’ prior written notice to the other Party.
n. Accreditation Documentation. Any forms or other documents required by
accrediting organizations and/or government agencies and which are essential to the
conduct of the Clinical Rotations or performance of this Agreement will be completed by
the Parties and such information necessary to obtain and maintain such accreditation will
be supplied by the Parties unless prohibited by law, regulation, or legal privilege.
o. Sanctioned Provider Representations. The Facility and the University, to
the best of its/their current knowledge and belief and after reasonable inquiry, represent
that at the inception of this Agreement neither Party is a “Sanctioned Provider” meaning
that the Parties have no knowledge or information that it or its respective employees or
agents (and with respect to the University its Students) participating in the Clinical
Rotations pursuant to this Agreement (1) is currently excluded, debarred, or otherwise
ineligible to participate in the federal healthcare programs including, but not limited to,
Medicare, Medicaid or TRICARE, as defined in 42 USC § 1320a-7b(f); or (2) is convicted
of a criminal offense related to the provision of health care items or services and has not
yet been excluded, debarred, or otherwise aware of any circumstances which may result
in such individuals’ or entities’ exclusion from participation in the federal health care
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CLINICAL AFFILIATION AGREEMENT
programs. This shall be an ongoing representation during the term of this Agreement and
any Renewal Term(s) thereof. Each Party agrees to notify the other Party of the
commencement of any such exclusion or investigation within seven (7) business days of
notice of the Party being investigated or excluded. The Party not being investigated or
excluded shall have the right to immediately terminate this Agreement upon learning of
any exclusion or investigation.
p. Professional Fees: Neither the University nor any Student shall bill any
patient, Medicare, Medicaid, TRICARE nor any other third party for any activities
performed as a part of the Clinical Rotations. The Facility shall have the sole right to bill
and collect any and all professional fees for services provided to patients. All such billing
activities shall be conducted in accordance with applicable law.
9. SPECIFIC REQUIREMENTS: Please list below any specific requirements
not included at Sections 1-8 above which the Parties agree are part of this Agreement (if
none, insert “none”): none
IN WITNESS WHEREOF, authorized representatives of the Parties hereto have
executed this Agreement as evidenced below.
MARICOPA COUNTY MIDWESTERN UNIVERSITY
By: By:
Name: Name: Gregory J. Gaus
Title: Chairman, Board of Supervisors Title: Sr. VP and CFO
Date: Date:
By:
ATTEST: __________________________________
Name: Dennis J. Paulson, Ph.D.
By: Title: VP/CAO for Dental, Medical and
Veterinary Education
Clerk of the Board Date:
Date: ________________________________
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CLINICAL AFFILIATION AGREEMENT
EXHIBIT A
Programs(s) covered by this Clinical Affiliation Agreement:
(Please place an X in the □ by the applicable Program(s))
All University Programs
[No additional boxes need to be marked if the box above is marked.]
Osteopathic Medicine
Physician Assistant
Podiatric Medicine
Cardiovascular Science
Clinical Psychology
Nurse Anesthesia
Occupational Therapy
Physical Therapy
Speech-Language Pathology
Optometry
Pharmacy
Dental Medicine
Veterinary Medicine
Others (list):
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CLINICAL AFFILIATION AGREEMENT
EXHIBIT B
1. The Parties agree to add all of Facility’s affiliates and facilities that are
agreeable to accepting Students of the University for clinical, practical, and/or
observational learning experiences. A list of all such affiliates and/or facilities
may be found at or through:
www.maricopa.gov/medex
2. Others (list):
As amended from time to time
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