AGRMT RE STU ROTATION WITH ABRAZO CENTRAL CAMPUS.PDF

AGREEMENT FOR AMBULATORY CLINICAL ROTATIONS
THIS AGREEMENT FOR AMBULATORY CLINICAL ROTATIONS ("Agreement") is made and entered
into the later of July 31, 2017, or the execution of the Agreement by both parties ("Effective Date"), by and
between VHS OF PHOENIX, INC, a Delaware corporation, doing business as ABRAZO CENTRAL CAMPUS
(the "Home Hospital"), whose principal office is located at 2000W. Bethany Home Rd., Phoenix, AZ 85015
and MARICOPA COUNTY, BY AND FOR ITS CORRECTIONAL HEALTH SERVICES DEPARTMENT, whose
principal office is located at 3250 W. Lower Buckeye Rd., Ste. 2100, Phoenix, AZ 85009, and its MB-1Jc
HEALTH DEPARTMENT, whose principal office is located at 4041 N. Central Ave., Ste. 1400, Phoenix, AZ
85012 (together, the "Ambulatory Facility").
RECITALS:
A. Home Hospital is the sponsoring institution for an approved medical residency program (as
defined at 42 C.F.R 413.75(b)) in the specialty of Family Practice with Obstetrics (the "Program"), and in
connection therewith provides training to interns, residents and fellows formally accepted, enrolled, and
participating in the Program in order to become certified by the appropriate specialty board (collectively,
"Residents").
B. Home Hospital is the primary provider training site for the Program and its Residents, and
is the employer of each such Resident.
C. Home Hospital has determined that the Residents would benefit from additional clinical
experience in which Resident spends his or her time inpatient care activities in another setting to supplement
the Residents' training in the specialty of Family Medicine.
D. Ambulatory Facility agrees to provide such additional experience and training at its
Ambulatory Facility and is willing to accept Residents for such purpose.
E. The parties desire to set forth their respective duties and obligations relating to the operation
of the Program at Ambulatory Facility
Now, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby
agree as follows:
1. AMBULATORY FACILITY ROTATIONS. Throughout the term of this Agreement,
Ambulatory Facility shall accept Residents for clinical rotations as shown on Exhibit A, attached hereto and
made a part hereof by this reference. Such rotations shall be of a duration not to exceed one (1) month per
Resident. Each such Resident may be in the PGY1 to PGY3 year of training. The number and scheduling
of Residents shall be determined by mutual agreement of the Home Hospital's Director of Medical Education
and a program coordinator or coordinators to be designated by Ambulatory Facility (the "Program
Coordinator") who shall serve as principal liaison between the Home Hospital and Ambulatory Facility for
all matters concerning the Program. Home Hospital shall submit to Ambulatory Facility the names and
educational background of the Residents at least two weeks prior to their scheduled rotations at Ambulatory
Facility.
2. RESPONSIBILITIES OF AMBULATORY FACILITY. Ambulatory Facility shall be responsible
for the following: (a) provide an appropriate orientation to Ambulatory Facility; (b) schedule Resident
assignments, taking into account the educational requirements of the Program. Residents shall attend
lectures and conferences as scheduled within the appropriate department at Ambulatory Facility while on
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rotation to Ambulatory Facility; (c) provide teaching faculty at Ambulatory Facility who shall be responsible
for supervision of clinical services rendered by Residents at Ambulatory Facility. Faculty shall be duly
licensed and shall meet the professional standards established by federal, state and local laws and regulations,
The Joint Commission, and the ACGME, CH1IPE, or other accrediting body for the Program; (d) provide a
written evaluation of the Resident's performance according to the guidelines outlined in the Program's
policies and procedures following that Resident's completion of his or her rotation at Ambulatory Facility;
(e) make its facilities, including parking, lockers and storage facilities, to the extent available, on-duty living
quarters and cafeteria accessible to Residents; (f) make its library, classroom and conference room space
available to Residents; and (g) operate the rotations at Ambulatory Facility in accordance with Program
requirements and federal, state and local laws, rules and regulations.
3. RESPONSIBILITIES OF HOME HOSPITAL. Home Hospital shall be responsible for the
following: (a) ensure that the Director of Medical Education shall be available for consultation with
Ambulatory Facility, the Resident, and supervising faculty for all purposes associated with the Program; (b)
retain responsibility for the overall planning, administration and coordination of the Program at Ambulatory
Facility and the Director of Medical Education shall exercise overall control and direction over the training
received by Residents at the two institutions; (c) require that all of its Residents who rotate through
Ambulatory Facility abide by the policies, rules and regulations and bylaws of Ambulatory Facility;
Ambulatory Facility may, after consultation with the Director of Medical Education, remove from the
rotation and from Ambulatory Facility any Resident who materially fails to follow such policies, rules and
regulations; (d) require each Resident to carry an identification card issued by Ambulatory Facility and to
conspicuously display his/her name badge when engaging in activities at Ambulatory Facility; (e) operate
the Program in accordance with federal, state and local laws, rules and regulations; (f) require each Resident
to sign a Statement of Responsibility in the form attached hereto as Exhibit B, and a Statement of
Confidentiality in the form attached hereto as Exhibit C; and (g) provide Ambulatory Facility with academic
goals and objectives as provided in Exhibit D.
4. RESIDENT DISCIPLINE. An individual Resident's disciplinary problems shall be evaluated
jointly by Home Hospital and Ambulatory Facility in conference. Any corrective action shall be undertaken
consistent with the policies of the Program. Ambulatory Facility may immediately remove from the
premises any student who poses an immediate threat or danger to personnel or to the quality of medical
services. Such removal shall, where practicable in the opinion of Ambulatory Facility, be discussed in
advance with the Director of Medical Education.
5. HEALTH OF PARTICIPANTS. Each Resident assigned to Ambulatory Facility shall be
required to provide to Ambulatory Facility satisfactory evidence that each Resident is free from contagious
disease and does not otherwise present a health hazard to Ambulatory Facility patients, employees,
volunteers or guests prior to his or her participation at Ambulatory Facility. Such evidence shall include
without limitation the results of a recent tuberculin skin test, chest x-ray and physical examination and
evidence of immunity from rubella and measles. Hospital and/or the Resident shall be responsible for
arranging for the Resident's medical care and/or treatment, if necessary, including transportation in case of
illness Or injury while participating in the Program at Ambulatory Facility. In no event shall Ambulatory
Facility be financially or otherwise responsible for said medical care and treatment.
6. OSHA COMPLIANCE. Home Hospital shall be responsible for compliance by Residents
with the final regulations issued by the Occupational Safety and Health Administration governing employee
exposure to blood borne pathogens in the workplace under Section VI(b) of the Occupational Safety and
Health Act of 1970, which regulations became effective March 6, 1992 and as may be amended or
superseded from time to time (the "Regulations"), including but not limited to responsibility as "the
employer" to provide all employees with (a) information and training about the hazards associated with
blood and other potentially infectious materials, (b) infoi illation and training about the protective measures
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to be taken to minimize the risk of occupational exposure to blood borne pathogens, (c) training in the
appropriate actions to take in an emergency involving exposure to blood and other potentially infectious
materials, and (d) information as to the reasons the employee should participate in hepatitis B vaccination
and post-exposure evaluation and follow-up. Hospital's responsibility with respect to the Regulations also
shall include the provision of the hepatitis B vaccination in accordance with the Regulations.
7. REIMBURSEMENT.
a. During their rotation through Ambulatory Facility under this Agreement, the
Residents assigned to Ambulatory Facility shall be included in Home Hospital's FTE count of residents for
direct and indirect medical education reimbursement purposes for the time spent by Residents at Ambulatory
Facility. For supervisory teaching activities rendered by Ambulatory Facility pursuant to this Agreement,
Home Hospital shall pay Ambulatory Facility as its sole compensation hereunder, a monthly fee of $303.00
for a 1/2 month rotation and $585.00 for a full month rotation. Rotations scheduled for less than a 1/2 month
block shall be compensated at $21.67 per 1/2 day and $43.33 per full day. Ambulatory Facility shall invoice
Home Hospital for completed services provided hereunder on a monthly basis; each such invoice shall be in
a form and contain the information requested by Home Hospital; and Home Hospital shall pay each invoice
within thirty (30) days after receipt thereof by Home Hospital. It is acknowledged by the parties hereto that
while the parties estimate the time required to perform duties hereunder is approximately 20 minutes per 1/2
day, or 4.5 hours per month for a 1/2 month rotation and 9 hours per month for a full month rotation, the
actual time will vary from time to time, but as to the tasks to be performed and the time likely to be required
to perform such tasks, the above-stated fixed compensation fee is an estimate of fair market value. During
the time such Residents are on rotation in Ambulatory Facility under this Agreement, Home Hospital will
incur the salary, fringe benefits, and other direct costs with respect to each Resident.
8. INSURANCE.
a. Ambulatory Facility shall maintain, at Ambulatory Facility's sole expense,
professional liability insurance covering Ambulatory Facility and shall ensure that all physicians and
surgeons furnishing services in connection with the Program or in conjunction with Residents, including the
Program Coordinator and all teaching faculty, maintain professional liability insurance in amounts of at least
One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) annual aggregate.
Ambulatory Facility shall also maintain comprehensive general liability insurance for bodily injury and
property damage, worker's compensation and other legally mandated coverages for all its employees in
amounts as may be required by law. Ambulatory Facility shall obtain its insurance from a carrier and in a
form satisfactory to Home Hospital. Ambulatory Facility shall provide Home Hospital with a certificate of
such insurance coverage prior to the effective date of this Agreement and at any subsequent date during the
term of this Agreement in accordance with the provisions of this Subsection 8.a. or upon Ambulatory
Facility's request.
b. Home Hospital shall maintain, at Home Hospital's sole expense, professional
liability insurance covering Home Hospital and the Residents. Such coverage may be afforded via
commercial insurance, self-insurance, a captive, or some combination thereof at limits of $1,000,000 per
occurrence and Three Million Dollars ($3,000,000) armual aggregate. Home Hospital shall also maintain
comprehensive general liability insurance for bodily injury and property damage, worker's compensation
and other legally mandated coverages for all its employees in amounts as may be required by law. Such
coverage may be afforded via commercial insurance, self-insurance, a captive, or some combination thereof.
Home Hospital shall provide Ambulatory Facility with a certificate of such insurance coverage prior to the
effective date of this Agreement and at any subsequent date during the term of this Agreement in accordance
with the provisions of this Subsection 8.b. or upon Ambulatory Facility's request.
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9. INDEMNIFICATION AND RISK MANAGEMENT.
a. To the fullest extent permitted by law, and to the extent that claims, damages, losses
or expenses are not covered and paid by insurance purchased by the Ambulatory Facility, the Ambulatory
Facility shall defend indemnify and hold harmless the Home Hospital, its agents, representatives, agents,
officers, directors, officials, and employees from and against all claims, damages, losses, and expenses
(including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys'
fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts, errors,
omissions, or mistakes relating to the performance of this Agreement.
Home Hospital's duty to defend, indemnify, and hold harmless the Ambulatory Facility, its agents,
representatives, agents, 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
of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts,
errors, omissions, or mistakes in the performance of this Agreement, but only to the extent caused by the
negligent acts or omissions of the Home Hospital, a subcontractor, any one directly or indirectly employed
by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss,
or expense is caused in part by a party indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way be construed
as limiting the scope of the indemnity in this paragraph.
b. The parties recognize that during the term of this Agreement and thereafter, certain
risk management issues, legal issues, claims or actions may arise which involve or could potentially involve
the parties and their respective employees and agents. The parties further recognize the importance of
cooperating with each other in good faith when such issues, claims or actions arise, to the extent that such
cooperation does not violate any applicable laws, cause the breach of any duties created by any policies of
insurance, or otherwise compromise the confidentiality of communications or information regarding the
issues, claims or actions to effect such cooperation including but not limited to:
(1) Each party agrees to notify the other within ten days of receipt of any
lawsuits, claims or notices of intent to file a lawsuit based in any manner upon services rendered pursuant
to this Agreement;
(2) Each party agrees to provide the other with reasonable access to and copies
of all records including patient records which impact in any manner upon any lawsuit or claim filed against
the other party based in any manner upon services rendered pursuant to this Agreement.
c. Where the parties are named as joint defendants in any claim or cause of action
arising out of the Program, it is the intent of the parties to cooperate and coordinate in the areas of risk
management and control, claims investigation and litigation to the extent practicable and within appropriate
considerations of conflict of interest; provided, each party shall retain ultimate control of its own risk
management and defense.
10. INDEPENDENT CONTRACTOR. The parties hereby acknowledge that they each are
independent parties contracting solely for the purpose of effectuating this Agreement, and neither party nor
any agents, representatives, or employees of that party shall be considered agents, representatives, or
employees of the other party. In no event shall this Agreement be construed as establishing a partnership or
joint venture or similar relationship between the parties hereto. Notwithstanding any provision to the
contrary, Home Hospital agrees that the Faculty Members and Students enrolled at Ambulatory Facility shall
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not be employees or agents of Maricopa County, and shall not be entitled to any defense or indemnity under
Maricopa County's Declaration of Trust for Maricopa County, Arizona, Self-Insured Risk Trust Fund,
stipends, benefits, conditions, terms or rights of Ambulatory Facility employees including workers'
compensation, medical or hospitalization insurance or benefits, pension, retirement or vacation pay, credit
or other benefits or rights of Ambulatory Facility employees.
11. NON-DISCRIMINATION.
a. The parties covenant that there shall be no discrimination on the basis of race,
national origin, religion, creed, sex, age, veteran status, or handicap in either the selection of Residents for
participation in the Program, or as to any aspect of the clinical training; provided, however, that with respect
to handicap, the handicap must not be such as would, even with reasonable accommodation, in and of itself
preclude the Resident's effective participation in the Program. To the extent applicable to this Agreement,
both parties agree to comply with all state and federal employment laws, rules, regulations and executive
orders, including Arizona Executive Order 2009-09.
b. Ambulatory Facility agrees to treat in a non-discriminatory manner any and all
patients receiving medical benefits or assistance under any federal health care program.
12. CONFIDENTIALITY. With respect to any patient or medical record information regarding
the other party's patients, each party shall comply with all federal and state laws and regulations, and all
bylaws, rules, regulations, and policies of the other party and its medical staff, regarding the confidentiality
of such information, including, without limitation, all applicable provisions and regulations of the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA").
13. CONFIDENTIAL INFORMATION OF HOME HOSPITAL. As between Home Hospital, its
affiliates, and Ambulatory Facility, any Confidential Information of Home Hospital or its affiliates or Data
provided to or learned by Ambulatory Facility for any purpose, in connection with any software pursuant to
this Agreement, shall be deemed to be the exclusive property of Home Hospital. In no event shall
Ambulatory Facility claim any rights with respect to such Confidential Information or Data or take any
action with respect to such Confidential Information Or Data that is inconsistent with the duties of a bailee
for hire or in addition to the services Ambulatory Facility is authorized to provide under this Agreement,
without prior written consent of Home Hospital or its affiliates. Additionally, Ambulatory Facility shall not
use, authorize to use or disclose the Data received from Home Hospital for the purpose of developing
information or statistical compilations for use by third parties or other division or subsidiary of Ambulatory
Facility or for any commercial exploitation, unless otherwise agreed upon in writing by Home Hospital or
its affiliates. Moreover, Ambulatory Facility hereby waives any and all statutory and common law liens it
may now or hereafter have with respect to data derived from Home Hospital's or any of its affiliate's
Confidential Information or Data. For purposes hereof; "Data" means all tangible data elements belonging
to Home Hospital or its affiliates under the terms of this Agreement. Data specifically includes, but is not
limited to, patient identification information, patient medical records, financial information, business
forecasts, personnel information, customer lists, marketing information, Medicare, Medicaid and other payer
information, reimbursement information, and other information relating to the business of Home Hospital
or any affiliate thereof or their respective patients, clients or customers.
14. TERM. The term of this Agreement ("Term"), shall be from the Effective Date through
June 30, 2019.
15. TERMINATION.
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a. Termination Without Cause. Except as otherwise provided herein, any party may
terminate this Agreement at any time without cause upon at least thirty (30) days prior written notice to the
other parties; provided that all Residents currently rotating through the Receiving Hospital at the time of
notice of termination shall be given the opportunity to complete their clinical rotation at the Ambulatory
Facility, such completion not to exceed twelve (12) months.
b. Termination for Breach. Any party may terminate this Agreement upon breach by
the other party of any material provision of this Agreement, provided such breach is not cured within fifteen
(15) days after receipt by the breaching party of written notice of such breach from the non-breaching party.
c. Immediate Termination. This Agreement shall automatically terminate if either
Home Hospital or Ambulatory Facility fails to maintain in good standing its licensure, certification or
accreditation governing the operation of its facility, or in the event that the Program loses its accreditation.
Such party shall immediately inform the other party in writing of any such failure.
d. Termination for Changes in Law. In the event that any governmental or
nongovernmental agency, or any court or administrative tribunal passes, issues or promulgates any new, or
change to any existing, law, rule, regulation, standard, interpretation, order, decision or judgment
(individually or collectively, "Legal Event"), which a party (the "Noticing Party") reasonably believes (i)
materially and adversely affects either party's licensure, accreditation, certification, or ability to refer, to
accept any referral, to present a bill or claim, Or to receive payment or reimbursement from any governmental
or non-governmental payor, or (ii) indicates a Legal Event with which the Noticing Party desires further
compliance, then, in either event, the Noticing Party may give the other party thirty (30) days prior written
notice of its intent to amend or terminate this Agreement. Notwithstanding the foregoing, the Noticing Party
may propose an amendment to the Agreement to take into account the Legal Event, and, if accepted by the
other party prior to the end of the thirty (30) day notice period, the Agreement shall be amended as of the
date of such acceptance and if not amended shall automatically terminate
e. Effect of Termination. As of the effective date of te mination of this Agreement,
neither party shall have any further rights or obligations hereunder except: (a) as otherwise provided herein;
(b) for rights and obligations accruing prior to such effective date of termination; and (c) arising as a result
of any breach of this Agreement.
16. REPRESENTATIONS AND WARRANTIES OF AMBULATORY FACILITY. Ambulatory
Facility represents and warrants to Home Hospital as follows: (a) each Ambulatory Facility physician is a
participating physician in Medicare and State's Medicaid program; (b) any compensation paid or to be paid
by Ambulatory Facility to any physician is and will, at all times during the term of the Agreement, be fair
market value for services actually provided by such physician, not taking into account the value or volume
of referrals or other business generated by such physician for Home Hospital. Ambulatory Facility
represents to Home Hospital that Ambulatory Facility has and will at all times maintain a written agreement
with each physician receiving compensation from Ambulatory Facility who is not an employee of
Ambulatory Facility (e.g., each non-employed independent contractor), which written agreement is or will
be signed by the parties, and does or will specify the services covered by the arrangement. Ambulatory
Facility further represents that with respect to employees of Ambulatory Facility with whom Ambulatory
Facility does not have a written employment agreement, the employment arrangement is or will be for
identifiable services and is or will be commercially reasonable even if no referrals are made to Ambulatory
Facility by the employee; and (c) Ambulatory Facility shall comply with all relevant claims submission and
billing laws and regulations.
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17. DISCLOSURE OF TERMS OF AGREEMENT. Ambulatory Facility shall not refer to the
existence of this Agreement in any press release, advertising, marketing, publicity or other materials, without
the prior written consent of Home Hospital. Neither party shall use the name, trade name, trademarks, service
marks or logos of the other party or any of its affiliates in any press release, advertising, marketing, publicity
or other materials, without the prior written consent of the other party. Ambulatory Facility shall not
represent, directly or indirectly, that any product or service of Ambulatory Facility has been approved or
endorsed by Home Hospital or any of its affiliates, without the prior written consent of Home Hospital.
18. ENTIRE AGREEMENT; MODIFICATION; GOVERNING LAW, COUNTERPARTS; NOTICES,
WAIVER; ASSIGNMENT. This Agreement contains the entire understanding of the parties with respect to
the subject matter hereof and supersedes all prior agreements, oral or written, including without limitation
to, that certain Clinical Experience Agreement for Resident Physicians between Home Hospital and
Ambulatory Facility, dated June 9, 2008, and all other communications between the parties relating to such
subject matter. This Agreement may not be amended or modified except by mutual written agreement. This
Agreement shall be construed in accordance with the laws of the State of Arizona, which provision shall
survive the expiration or other termination of this Agreement. This Agreement may be executed in one or
more counterparts, all of which together shall constitute only one Agreement. All notices hereunder shall
be in writing, delivered personally, by certified or registered mail, return receipt requested, or by overnight
courier, and shall be deemed to have been duly given when delivered personally or when deposited in the
United States mail, postage prepaid, or deposited with the overnight courier, addressed at the place identified
on the signature page below. A waiver by either party of a breach or failure to perform hereunder shall not
constitute a waiver of any subsequent breach or failure. Neither party shall assign or transfer, in whole or
in part, this Agreement or any of its rights, duties or obligations under this Agreement without the prior
written consent of the other party, and any assignment or transfer by such party without such consent shall
be null and void. This Agreement is subject to the provisions of A.R.S. § 38-511. Exclusive venue and
jurisdiction for any actions or proceedings related to or stemming from this Agreement will be in the state
or federal courts sitting in Phoenix, Arizona.
19. REFERRALS. The parties acknowledge that none of the benefits granted Ambulatory
Facility hereunder are conditioned on any requirement that Ambulatory Facility, any Ambulatory Facility
physician Of any physician affiliated with Ambulatory Facility make referrals to, be in a position to make or
influence referrals to, or otherwise generate business for Home Hospital, The parties further acknowledge
that neither any Ambulatory Facility physician nor any physician affiliated with Ambulatory Facility is
restricted from establishing staff privileges at, referring any patient to, utilizing the services of, or otherwise
generating any business for any other facility of Ambulatory Facility physician's or any Ambulatory
Facility-affiliated physician's choosing.
20. ACCESS TO BOOKS AND RECORDS. If the value or cost of services rendered to Ambulatory
Facility pursuant to this Agreement is $10,000 or more over a 12-month period, in accordance with section
1861(v)(1)(I) of the Social Security Act, Home Hospital agrees that at least for four (4) years after the
furnishing of such Services, Home Hospital shall, upon written request, make available to the Secretary of
the United States Department of Health and Human Services (the "Secretary"), the Comptroller General of
the United States, or their respective duly-authorized representatives, such books, documents, and records
as may be necessary to certify the nature and extent of the cost of such Services.
21. ARBITRATION. Any dispute or controversy arising under, out of or in connection with, or
in relation to this Agreement, or any amendment hereof, or the breach hereof shall be determined and settled
by final and binding arbitration in the county in which the Home Hospital is located in accordance with the
Commercial Rules of Arbitration ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS")
before one arbitrator applying the laws of the State. The parties shall attempt to mutually select the arbitrator.
In the event they are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed
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by the JAMS Rules. Any award rendered by the arbitrator shall be final and binding upon each of the parties,
and judgment thereof may be entered in any court having jurisdiction thereof. The costs shall be borne
equally by both parties.
22. COMPLIANCE OBLIGATIONS. Ambulatory Facility represents it read, understands, and
shall abide by Tenet's Standards of Conduct. Ambulatory Facility shall comply with Tenet's Compliance
Program and Tenet's policies and procedures related to the Deficit Reduction Act of 2005, Anti-Kickback
Statute and the Stark Law. Tenet's Standards of Conduct, summary of Compliance Program, and policies
and procedures, including a summary of the Federal False Claims Act and applicable state false claims laws
(collectively "False Claims Laws") with descriptions of penalties and whistleblower protections pertaining
to such laws, are available at: http://www.tenethealth.com/about/ethics-compliance.
23. EXCLUSION LISTS SCREENING. Ambulatory Facility shall screen all of its current and
prospective owners, legal entities, officers, directors, employees, contractors, and agents ("Screened
Persons") against (a) the United States Department of Health and Human Services/Office of Inspector
General List of Excluded Individuals/Entities (available through the Internet at http://www ,oig.hhs.gov
<http://www.oiglihsgov/ ), (b) the General Services Administration's System for Award Management
(available through the Internet at Intp://www.sam.gov ), and (c) any applicable state healthcare exclusion list
(collectively, the "Exclusion Lists") to ensure that none of the Screened Persons (y) are currently excluded,
debarred, suspended, or otherwise ineligible to participate in Federal healthcare programs or in Federal
procurement or nonprocurement programs, or (z) have been convicted of a criminal offense that falls within
the ambit of 42 U.S.C. § 1320a-7(a), but have not yet been excluded, debarred, suspended, or otherwise
declared ineligible (each, an "Ineligible Person"). If, at any time during the term of this Agreement any
Screened Person becomes an Ineligible Person or proposed to be an Ineligible Person, Ambulatory Facility
shall immediately notify Home Hospital of the same. Screened Persons shall not include any employee,
contractor or agent who is not providing services under this Agreement.
24. SURVIVAL. The provisions of Sections 9, 10, 12, 13, 20 and 21 shall survive expiration or
termination of this Agreement regardless of the cause of such termination.
25. SIGNATURE AUTHORITY. Individuals executing this Agreement on behalf of the parties
represent and warrant that they have been authorized to do so.
26. COMPLIANCE REQUIREMENTS FOR A.R.S. § 41-4401, GOVERNMENT PROCUREMENT;
E-VERIFY REQUIREMENT:
a. Home Hospital warrants compliance with all federal immigration laws and regulations
relating to employees and warrants its compliance with A.R.S, § 23-214, Subsection A (that subsection
reads: "After December 31, 2007, every employer, after hiring an employee, shall verify the employment
eligibility of the employee through the E-Verify program and shall keep a record of the verification for the
duration of the employee's employment or at least three years, whichever is longer").
b. A breach of warranty regarding compliance with immigration laws and regulations shall
be deemed a material breach of this Agreement and Home Hospital may be subject to penalties up to and
including termination of the contract.
c. Failure to comply with a State audit process to randomly verify the employment records
of contractors and subcontractors shall be deemed a material breach of this Agreement and Home Hospital
may be subject to penalties up to and including termination of the Agreement.
d. The State of Arizona retains the legal right to inspect the papers of any employee who
works on this Agreement to ensure that the contractor or subcontractor is complying with the warranty under
Paragraph a.
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e. For questions about E-Verify Home Hospital should visit the following web site:
http://www.uscis.gov/portal/siteuscis.
HOME HOSPITAL:
VHS OF PHOENIX, INC. D/B/A ABRAZO CENTRAL CAMPUS
By:
Name: Frank Molinaro
Title: Chief Executive Officer
Date:
Address: 2000 W. Bethany Home Road
Phoenix, AZ 85015
AMBULATORY FACILITY:
MARICOPA COUNTY, BY AND FOR ITS CORRECTIONAL HEALTH
SERVICES DEPARTMENT AND ITS PUBLIC HEALTH
DEPARTMENT
By:
Chairman, Maricopa County Board of Supervisors
Attest:
Clerk of the Board
Date:
Address: 4041 N. Central Ave., Ste. 1400
Phoenix, AZ 85012
Approval, MCDPH Date
Approval, MCCHS Date
Approved as to Form Date
Deputy County Attorney
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Exhibit A
Scheduled Rotations
(Attached)

EXHIBIT B
STATEMENT OF RESPONSIBILITY
For and in consideration of the benefit provided the undersigned in the form of experience in evaluation and
treatment of patients of MARICOPA COUNTY CORRECTIONAL HEALTH SERVICES OR MARICOPA
COUNTY DEPARTMENT OF PUBLIC HEALTH ("Ambulatory Facility"), the undersigned and his/her heirs,
successors and/or assigns do hereby covenant and agree to assume all risks of, and be solely responsible for,
any injury or loss sustained by the undersigned while participating in the Program at Ambulatory Facility
unless such injury or loss arises solely out of Ambulatory Facility's gross negligence or willful misconduct.
Dated this day of , 20
Resident
Witness

EXHIBIT C
CONFIDENTIALITY STATEMENT
The undersigned hereby acknowledges his/her responsibility under applicable Federal law and this
Agreement to keep confidential any information regarding patients of MARIcopA COUNTY
CORRECTIONAL HEALTH SERVICES and MARICOpA COUNTY DEPARTMENT OF PUBLIC HEALTH
("Ambulatory Facility"), as well as all confidential information of Ambulatory Facility. The undersigned
agrees, under penalty of law, not to reveal to any person or persons except authorized clinical staff and
associated personnel any specific information regarding any patient and further agrees not to reveal to any
third party any confidential information of Ambulatory Facility, except as required by law or as authorized
by Ambulatory Facility.
Dated this day of , 20
Resident
Witness

EXHIBIT D
ACADEMIC GOALS AND OBJECTIVES
• Allow family medicine residents to rotate into the clinical practice
• Teach and supervise resident in all aspects of patient care
o Preference is given to teaching that is 1:1, bedside, hands-on and direct.
• Serve as a role model for professionalism
• Serve as a role model for patient advocacy and customer service
• Teach and role-model the "art" of medicine
• Participate in the medical education and evaluation of residents using the core competencies
set forth by the ACGME (www.acgme.org):
o One-on-one discussion regarding the care of every patient seen.
o Review of patient's History and Physical exam. This may include a face-to-face
discussion with the patient to confirm or elicit history. Faculty may need to repeat
parts of the physical exam to confirm findings.
o Direct supervision of all procedures
o Evaluation of the resident's fund of knowledge
o Evaluation of the resident's diagnostic process
o Evaluation of treatment options and follow up care
o Critique of the resident's case presentation
o Critique of the resident's documentation in the medical record
• Participate in ongoing development of curriculum in specific area of specialty. This
includes the documentation of goals, objectives for learning and communication with the
residency program director at least yearly regarding curricular issues. All curriculums must
be compliant with the ACGME program information and RRC requirements for Family
Medicine and is subject to approval of Program Director and Core Faculty.