AFF AGRMT RE DIETETIC INTERSHIP WITH BANNER HLTH.PDF

EDUCATION AFFILIATION AGREEMENT
Excludes All Residents, and All Allopathy, Osteopathy, Podiatry, Dental, Medical and
Physician Assistant Interns at Banner Health Hospital-Based and Academic Facilities
(Banner Health Agreement Number 0101-02-58298)
THIS EDUCATION AFFILIATION AGREEMENT (“Agreement”) is made and entered into by and
between Maricopa County, acting by and for its Department of Public Health (the “County”), whose
principal office is located at 4041 N. Central Ave. Ste. 1400, Phoenix, AZ 85012 and Banner Health, an
Arizona nonprofit corporation, on behalf of itself and as agent for its consolidated affiliates
(collectively “Banner”), whose principal office is located at 2901 N. Central Ave., Ste. 160, Phoenix, AZ
85012.
RECITALS:
A. County wishes to participate with Banner in providing intern experiences at Banner and Banner
affiliated facilities (the “Facility or the “Facilities”) in all healthcare-related programs mutually
agreed upon by Banner and County, and subject to the written pre-approval by Banner’s Center
for Health Careers Department (“Program”); and
B. Banner wishes to cooperate in the development of settings for intern experiences for interns
enrolled in Programs at County and Banner; and
C. Such intern experiences shall be of mutual interest to County and Banner.
NOW THEREFORE, in consideration of the foregoing objectives and in further consideration of the
covenants and promises hereinafter set forth, the parties mutually agree as follows:
INCORPORATION: The Recitals set forth above are incorporated herein and made a part of this
Agreement.
This Agreement is dated to be effective March 02, 2017 and shall remain in effect until March 1, 2020
(initial term shall not exceed three (3) years); however, this Agreement may be terminated by either
party, with or without cause, upon at least thirty (30) days written notice to the other party. Reasonable
effort shall be made to provide notice that shall not take effect during a clinical experience (“Rotation”),
except for extraordinary reasons. In the event of a material breach of any provision of this Agreement by
the other party, the aggrieved party may terminate this Agreement immediately upon written notice to the
other party.
I. FACILITIES AND PROGRAMS.
1. Program/Programs. For greater clarity and avoidance of doubt “Program/Programs”:
A. may include but not be limited to, all pre-approved non-resident health care related
programs for allied health, nursing, physical therapy, speech therapy, nutrition,
pharmacy, hospital administration/business administration, allopathy, osteopathy,
podiatry, dental, medical and physician assistant interns with Rotations at Facilities
(including Banner Medical Group health centers and clinics); and
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B. shall exclude all residents and all allopathy, osteopathy, podiatry, dental, medical and
physician assistant interns at Banner Health hospital-based academic facilities
(including but not limited to, Banner – University Medical Center Phoenix (formerly
Banner Good Samaritan Medical Center), Banner – University Medical Center Tucson,
Banner – University Medical Center South, and Banner – University Medical Group
facilities.
II. RESPONSIBILITIES OF COUNTY.
1. Board Disclosure. County shall, upon the request of Banner, fully disclose in writing to Banner
all of the members of its governing board.
2. Administrative Personnel and Faculty. County shall pay for and provide an administrative
framework and a teaching faculty adequate in number, qualifications and competence to develop
and carry forward its courses in the Programs. County shall also be responsible for planning and
implementing the Rotations by selection, counseling and evaluation of its faculty, personnel and
interns.
3. Coordination of Rotation Experience. County shall provide a supervisory staff member whose
responsibility shall be to: (a) coordinate the clinical experience of all Rotations; (b) verify intern’s
completion of the Banner online orientation modules; (c) facilitate the adequate exchange of
information between County faculty and Banner staff; (d) communicate changes in Banner
policies and programs to County and to all interns; (e) communicate educational standards and
requirements applicable to the Rotation; (f) communicate and acknowledge in writing any intern
incidents that may arise at Facility including, but not limited to, unprofessional behavior and
license-related issues; and (g) if applicable, assure that any County personnel who provide
supervision of interns at Facilities complete an annual Facility-based orientation.
4. Standards of Education. The educational Programs and maintenance of the standards of
instruction required for accreditation shall be the primary responsibility of County. The Programs
and standards provided shall be of a form and type sufficient to meet the requirements for college
credits and accreditation. County shall only refer for Rotations those interns who are in good
academic standing in the applicable Program, and County is required to submit, or cause to be
submitted, verification of such good standing.
5. OSHA Guidelines and Training. County shall comply with the Occupational Safety and Health
Act (“OSHA”) bloodborne pathogen regulations and agrees to provide comprehensive infection
control training. The training shall include instruction on bloodborne pathogens and OSHA
bloodborne pathogen regulations, standard precautions, tuberculosis, tuberculosis prevention and
control measures, and appropriate use of personal protective equipment. No intern shall be
allowed exposure to patients with known tuberculosis during the Rotation. If the Program
requirements include access and experience with patients in isolated rooms, due to airborne
infectious disease (such as Respiratory Therapist programs), then the County must provide or
assure that the intern has obtained a respiratory mask-fit testing as required by OSHA.
Upon report of occupational exposure to blood or bodily fluids by an intern during the Rotation,
Banner agrees to provide post-exposure evaluation, source patient testing, and initial prophylactic
treatment according to the most recent Center for Disease Control guidelines. Banner shall not
provide HIV or Hepatitis B follow-up. The exposed individual shall be responsible for follow up
with his/her own physician or other medical personnel. Banner shall not be responsible for
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payment of any prophylactic treatment or any additional follow up care, care from other
providers, or care provided beyond the first week following the exposure.
6. Electronic Medical Record Training. Depending on the Program and location, interns may be
required to complete electronic medical record training on or before the first day of their
Rotation. The County shall provide specific intern information to enable Banner to enroll the
intern in the Banner computer system.
7. Advise Interns of Their Obligations. County shall be responsible for advising its interns of and
for requiring compliance by interns with their obligations under this Agreement, and all
obligations to patients in the clinical education process, which shall include but not be limited to:
A. Complying with the administrative policies, standards, practices, parking rules and all
other regulations in effect at the Facility that interns receive notification of during Banner
orientation;
B. Wearing clean and appropriate clothing (no jeans, shorts, sleeveless shirts, false nails, or
facial jewelry), and shoes that are enclosed;
C. Reporting to the Facility on time;
D. Conforming to the standards and practices established by County while training at the
Facility, to the extent that those standards and practices do not conflict with those of
Banner.
E. Comply with current Banner intern badge requirements.
F. Interns are not permitted access to the physician parking area or physician lounge.
G. Interns are required to complete a Banner Orientation which may include on-line lessons
further describing Banner’s policies and procedures.
8. Housing and Transportation. Provisions for housing and transportation shall be the
responsibility of the intern or County.
9. Evaluation of Banner. County shall require that County faculty, or whoever is responsible for
supervising intern from County, and intern complete a Banner evaluation of the intern experience.
Banner shall make applicable evaluation form available to intern and County.
10. Non-Liability of Banner. No intern, faculty or County personnel shall ever be deemed to be the
employees or agents of Banner. Banner shall not be liable for any salaries or compensation
whatsoever, including worker’s compensation insurance, and no interns shall have any right to
claim any benefit or privilege as an employee or agent of Banner. Subject to any applicable state
law which might limit such liability, County shall assume sole and complete liability for the
negligent acts and omissions of all interns. In the event one (1) or more interns should,
independent of this Agreement, be employed by Banner, on a part-time basis, this Article shall
not apply during the hours in which such interns are performing her/his employed services for
Banner.
11. Health Insurance. Banner shall not provide health insurance coverage to interns. All interns
shall be responsible for providing their own health insurance coverage.
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12. Liability Insurance. County shall furnish, or cause to be furnished, Banner with certification of
comprehensive general liability insurance coverage with minimum limits of One Million Dollars
($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate for the
protection of assigned interns; and certification of professional liability insurance coverage with
minimum limits of One Million Dollars ($1,000,000.00) per occurrence and Three Million
Dollars ($3,000,000.00) annual aggregate for the protection of assigned interns during Rotations.
In addition, as required by Colorado State law, County shall provide workers’ compensation
insurance to interns who are participating in a Rotation at a Banner Facility located in the state of
Colorado. County, or the insured interns, shall provide evidence of such insurances acceptable to
Banner as a prerequisite to and in conjunction with the execution of this Agreement, or at least
forty-eight (48) hours before the commencement of any Rotation. Notwithstanding the foregoing,
this provision shall not be considered a waiver of County’s right to assert the defense of
governmental immunity under the applicable state law.
13. Compliance with Health Insurance Portability and Accountability Act. County shall direct
interns to comply with the policies and procedures of Banner, including those governing the use
and disclosure of individually identifiable health information under federal law, specifically 45
CFR parts 160 and 164. Solely for the purpose of defining the interns’ role in relation to the use
and disclosure of Banner’s protected health information, the interns are defined as members of
Banner’s workforce, as that term is defined by 45 CFR 160.103, when engaged in activities
pursuant to this Agreement. However, the interns are not and shall not be considered to be
employees of Banner.
14. Confidentiality. County agrees to protect the confidential relationship of Banner and Banner’s
patients and the confidential status of Banner’s records. County further agrees to advise interns
that all patient information is confidential and that all interns are required to protect any such
confidential information.
15. Health Requirements. All interns shall meet all applicable health standards as established by
any applicable governmental authority and implemented by Banner for each clinical Rotation
area. Banner shall have the right to terminate the Rotation of any intern when the health status of
those interns is detrimental to the health and/or safety of Banner patients or staff as determined by
Banner. Health standards (“Health Standards”) are further described in “Exhibit B”, attached
hereto and incorporated herein. County shall maintain on its premises proof that all of its interns
are in compliance with the Health Standards. Upon reasonable written notice, Banner may
request County’s records pertaining to intern and County’s compliance with Health Standards.
16. Drug Screening. County shall assure that its interns and on-site faculty (if applicable)
participating in a Rotation at a Facility shall, if requested by Banner, submit to “for cause” drug
screening in a similar manner and under policies similar to those affecting employees of Banner.
The results of the drug screening may be disclosed in the event of a claim against Banner arising
out of the acts of the intern or on-site faculty. Prior to any intern participating in a Rotation at
any Facility, County agrees to have each intern and on-site faculty (a) agree in writing that
Banner may, at any time, require a “for cause” drug screen; (b) execute a consent for release of
the results of the drug screening information to Banner; and (c) acknowledge that intern may be
precluded from participating in a Rotation at Banner if “for cause” drug screening is declined or if
intern does not execute a consent for release.
17. Compliance Training. County acknowledges that if County or its interns (a) provide direct
patient care items or services for which Banner bills, or (b) performs billing or coding functions
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for Banner, County’s applicable employees and agents or interns shall complete Banner’s on-line
intern mandatory compliance lessons (initially and annually thereafter). Upon execution of this
Agreement, County shall provide Banner with the e-mail address and phone number of a
representative of County so as to assist Banner’s Ethics and Compliance Department in ensuring
that such required training occurs. County also shall cooperate with any corporate compliance
program now or hereafter initiated by Banner.
III. RESPONSIBILITIES OF BANNER.
1. Maintenance of Services. Banner shall be responsible for developing and maintaining services
to all of Banner’s patients including those patients involved in any Rotation, and Banner shall at
all times provide an adequate, competent staff to be responsible for these services and they shall
not be performed by County’s interns except as they relate to the Rotation.
2. Intern Coordinator. Each Facility shall provide a Banner staff member with adequate
educational background and experience to provide organization and management of services
(“Intern Coordinator”). The Intern Coordinator shall be responsible for managing and overseeing
the obligations and duties described in this Agreement and shall act as a liaison between County
and Facility.
3. Intern Liaison. Each Facility shall provide a designated staff member to facilitate the intern
learning experience for those interns who do not have a County faculty member at the Facility
(“Intern Liaison”).
4. Non-Liability of County. Banner shall assume and maintain primary responsibility for services
rendered to all of Banner’s patients and shall assume and maintain complete control and
supervision over all Banner employees and no Banner employees shall ever be deemed to be the
employees or agents of County. Except to the extent Banner employees or faculty are acting as
an employee or agent of County, County shall not be liable for any salaries and employees of
Banner shall not have the right or claim to any benefit or privilege as an employee or agent of
County. Banner shall assume sole and complete liability of all acts and omissions that clearly fall
in the realm of Banner worker’s delineated and outlined responsibilities, and shall indemnify and
hold harmless County from any and all liability to all such acts or omissions.
5. Standards of Patient Care. All patient care shall be the responsibility of Banner.
6. Inspection for Accreditation. Banner shall, on reasonable request, permit the inspection of
Rotation facilities, records and other items pertaining to the Rotation, by County or its accrediting
agencies.
7. Access to Facility(s). Interns shall have access to the designated areas and service departments
of Facility(s) during periods of actual instruction or preparation and practice courses in the
clinical areas. Except as provided herein, access of interns shall be restricted to teaching areas,
laboratories, library, dining facilities, medical records, office and other designated areas provided
by Banner. Interns must obey and comply with all Banner rules at all times while in a Facility.
8. Program Planning. Banner shall provide each intern with a planned program of hands-on
experience, consistent with the educational objectives established by County for the Program.
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9. Orientation. All interns are required to attend a Banner orientation. Banner shall provide each
intern with access to pertinent rules and regulations, including applicable confidentiality rules and
regulations and procedures regarding patient health information.
10. Evaluation of Intern Performance. Banner shall participate in the evaluation of intern
performance upon completion of the Rotation as requested by County. County shall provide
applicable evaluation forms to Banner.
11. Insurance. Banner shall maintain in force during the term of the Agreement professional
liability insurance coverage, comprehensive general liability insurance coverage, including
blanket contractual liability of One Million Dollars ($1,000,000.00) per occurrence and Three
Million Dollars ($3,000,000.00) in the annual aggregate, and workers' compensation insurance
coverage, as required by law.
12. Background Investigations. Banner shall conduct a background investigation on County faculty
(only if such faculty shall be on-site at Facilities) and intern(s) participating in the Program at
Banner. The background investigation shall be performed by a vendor identified by Banner, at no
expense to interns or faculty (only if such faculty shall be on-site at Facilities). The background
check shall include a criminal background check that complies with law, regulation, and Banner
policy to ensure these individuals are suitable for a patient care environment. Prior to the rotation
at Banner, County shall provide Banner with any information necessary to conduct such
background checks. Banner shall have the right, in Banner’s sole opinion, to prohibit any intern
or faculty from participating in a rotation at Banner based on the results of such background
check.
IV. RESPONSIBILITIES OF COUNTY AND BANNER.
1. Cost of Programs. Each party shall pay all of its own costs associated with its participation in
the Programs.
2. Employment Practices and Record Keeping. Each party’s respective employment, healthcare
and record keeping practices shall conform to all federal, state and local statutes, ordinances and
rules and regulations. Upon reasonable request, each party shall provide the other with any
information or certificates which may be required to prove compliance with such statutes,
ordinances and rules and regulations or for licensure, accreditation, and quality assurance
purposes. Banner shall not be required to prepare or maintain any records with respect to interns
of County engaged in the clinical learning experiences at Banner. County shall not be required to
keep or maintain any patient records.
3. Scheduling Assignments. The faculty of County and the supervisory staff of Banner shall have a
mutual responsibility in selecting the number of interns to work in any particular Facility, area or
Program, and the clinical area to be utilized by each intern. Banner reserves the right to limit the
number of interns assigned to any particular clinical area. Banner also reserves the right to refuse
at any time to schedule Rotations for interns in any Program in any Facility under this
Agreement, and to determine and designate, and from time to time to change, those patients,
patient groups and clinical areas which may be included in the Rotation. Banner shall
communicate these limitations to County as soon as reasonably possible. County and all interns
shall comply with all such designations, restrictions and limitations imposed by Banner.
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4. Scope of Rotation Experience. County shall provide the Intern Coordinator a current copy of
the applicable Program syllabus for all the interns in each Rotation, as well as the approved
Statement of Objectives for the clinical experience desired of its interns. County shall supply
such materials and intern names no less than fourteen (14) working days prior to commencement
of the Rotation. Banner may, in its reasonable discretion, restrict the activities of interns during
the Rotation, and shall only be obligated to allow interns to perform those activities associated
with the Programs that Banner has pre-approved in writing. County and all interns agree to
comply with all such designations, restrictions and limitations imposed by Banner.
5. Request for Withdrawal of Unsatisfactory Interns. At any time during this Agreement Banner
may request that County withdraw from a Rotation any intern whose personal characteristics or
conduct adversely affects or in any way prevents desirable relationships within Banner, whose
health status is a detriment to the successful completion of the Rotation or to the welfare of
patients or whose performance, after appropriate instruction and counseling, continues to fall
below the level required to maintain practice standards. In the case of such a request, County
shall immediately withdraw the intern from the Rotation. However, Banner, in its sole discretion,
may take independent corrective action, including summary dismissal of any intern whose
behavior or conduct is an immediate threat to the health and well-being of Banner or Banner’s
patients. In that event, Banner shall notify County immediately thereafter.
6. Family Educational Rights and Privacy Act. Both parties recognize that they are bound to
comply with the Family Educational Rights and Privacy Act (Buckley Amendment) in the
handling of educational records of interns enrolled in their programs. Both parties shall allow
employees and agents of the other party access to the educational records maintained by the other
party in properly administering their duties and obligations under this Agreement and to the
individual interns. It is also agreed that each party shall thoroughly orient their employees and
agents of their obligations under the Family Educational Right and Privacy Act and shall maintain
their practices in strict accordance with the requirements of said Act. Each party shall not be
permitted to authorize any further disclosure of educational records of interns of the other party to
persons or entities not a party to this Agreement without first having received permission of the
other party and having obtained assurances that the other party has fully complied with the
provisions of the Family Educational Rights and Privacy Act. Any permitted disclosure to
persons or entities not a party to this Agreement shall be under the conditions that no further
disclosure by such parties shall be permitted.
7. Indemnification. To the extent permitted by applicable law, but without waiving any rights
under an applicable state Governmental Immunity Act, each party does hereby covenant and
agree to indemnify and hold harmless the other party, its appointed boards and commissions,
officials, officers, board members, employees, subcontractors, agents and subagents (the
“Indemnitees”), individually and collectively from all fines, claims, demands, suits or actions of
any kind and nature by reason of the indemnifying party’s acts or omissions occurring in the
performance of this Agreement.
8. Compliance with Applicable Standards. Both parties shall comply with all standards
applicable to the services as such standards may be amended from time to time, including, but not
limited to, (a) the standards of The Joint Commission and other applicable accreditation agencies
and (b) the standards, rulings and regulation of any federal, state and local governmental agency,
corporate entity or individual having authority to administer, regulate, or otherwise set standards
for healthcare facilities.
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9. Compliance with Employment Law. County agrees to comply with all federal, state, and local
laws, regulations, ordinances, and orders governing immigration, equal employment opportunity,
and affirmative action that are applicable to County, including 42 U.S.C. Sec. 2000(e) et seq., the
Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 503 and 504 of the
Rehabilitation Act of 1973, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, the
Immigration Reform Act of 1986, the Americans with Disabilities Act, Executive Order 11246 of
September 24, 1965, Executive Order 13496 of January 30, 2009, and all amendments and
applicable regulations pertaining to any of them, including 41 C.F.R. §§ 60.1.4(a)(7), 60-250.5,
60-300.5 and 60-741.5 (imposing anti-discrimination and affirmative action requirements) and 29
C.F.R. Part 471, appendix A to subpart A.
10. No Federal Exclusion. County hereby states that, to the best of its knowledge, neither County
nor any officer, director, or trustee of County, nor any immediate family or household member
(as that term is defined by Public Law 105-33, §4303) of such officer, director, or trustee, nor any
employee responsible for the performance of the obligations of the County hereunder (each a
“Relevant Party”) has been placed on the sanctions list issued by the Office of the Inspector
General of the Department of Health and Human Services pursuant to provisions of 42
U.S.C.§1320a.7 or been excluded from government contracts by the General Services
Administration (GSA) , and that no such action is pending. If, during the term of this Agreement,
County or any Relevant Party is placed on the sanctions list, County shall immediately notify
Banner in writing of the event and such notice shall contain the reasonably sufficient information
to allow Banner to determine the nature of the sanction. Banner shall have the right to terminate
this Agreement immediately by written notice to County if Relevant Party is placed on the
sanctions list or banned from government contracts by the GSA.
11. Independent Contractor. The parties mutually agree that the relationship to exist between
County and Banner is not a joint venture but is an independent contract relationship and that
neither shall be the agent of the other. The parties agree to promote quality education and patient
care and to seek to render the best service possible to the public. Shared performance between
Banner professional staff and interns shall be encouraged as available during the Rotation.
Publication of any materials, resulting from participation of any of the interns under this
Agreement, shall require written mutual consent or approval from both parties to this Agreement.
Each party shall be responsible for maintaining its accreditation, licensing and credentials, and
those of its respective personnel and interns and both parties agree to furnish evidence of such to
the other party on written request. Each party shall be responsible for notifying the other of any
loss or reduction in its accreditation, licensing or credentials.
12. Change in Law. If any new federal or state law, regulation or rule is enacted, or if there is a
change in any federal or state law, regulation or rule that affects this Agreement, the activities of
either party under this Agreement, or either party’s performance or ability to perform under this
Agreement, or any change in the judicial or administrative interpretation of any such law,
regulation, or rule, and either party reasonably believes in good faith that such change shall have
a substantial, adverse effect on such party’s business operations or its rights or obligations under
this Agreement, then such party may, upon written notice, require the other party to enter into
good faith negotiations to renegotiate the terms of this Agreement. If (a) the parties are unable to
reach an agreement concerning the modification of this Agreement within the earlier of (i) forty-
five (45) days after the date of the notice seeking renegotiation, or (ii) the effective date of the
change, or (b) the change is effective immediately, then either party may immediately terminate
this Agreement upon written notice of such termination to the other party.
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13. Regulatory Termination. If, prior to the expiration of the term of this Agreement, any federal,
state or local regulatory body, including but not limited to the Centers for Medicare and Medicaid
Services (CMMS), the Department of Health and Human Services (DHHS) or the Internal
Revenue Service (IRS) 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.
14. Non-Exclusive Agreement. This Agreement is not exclusive. Accordingly, both Banner and
County shall have the right to enter into one (1) or more agreements relating to the same or
similar matters as are covered by this Agreement and execution by Banner or County of such
agreements shall not constitute a breach of this Agreement. That means that County is free to
contract with other parties to participate in providing intern experiences, and Banner is free to
contract with other parties to participate in providing intern experiences.
15. Assignment. This Agreement may not be assigned by either party without the prior written
consent of the other party. If consent to an assignment is obtained, this Agreement is binding on
the successors and assigns of the parties to this Agreement. Notwithstanding any provision of
this Agreement to the contrary, Banner shall have the right to assign or otherwise transfer its
interest under this Agreement to any “related entity.” For the purposes of this Section, a related
entity shall be deemed to include a parent, subsidiary, any entity that acquires all or substantially
all of Banner's assets or operations relating to this Agreement, and the surviving entity of any
merger or consolidation involving Banner. Any assignment to a related entity shall not require
the consent or approval of County in order to be effective.
16. Corporate Authority. The individual(s) executing this Agreement on behalf of, or as a
representative for, a corporation or other person, firm, partnership or entity, represents and
warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of the
such corporation, person, firm, partnership or other entity and that this Agreement is binding
upon the such entity in accordance with its terms.
17. Waivers. No waiver of the enforcement or breach of any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof or of the
enforcement of any other agreement or provision herein contained. No extension of time for
performance of any obligations or acts shall be deemed an extension of the time for performance
of any other obligations or acts.
18. Severability. If any provision of this Agreement, or any application thereof to any person, shall
be invalid or unenforceable to any extent, the remainder of this Agreement, and the application
thereof to other persons or circumstances, shall not be impaired, and shall be enforced to the
fullest extent permitted by law.
19. Force Majeure. Neither party shall be liable for any delay in performance or any failure in
performance hereunder caused in whole or in part by reason of force majeure, which shall be
deemed to include the occurrence of any event beyond the control of the parties, war (whether an
actual declaration thereof is made or not), sabotage, insurrection, riot and other acts of civil
disobedience, action of a public enemy, laws, regulations or acts of any national, state or local
government (or any agency, subdivision or instrumentality thereof), judicial action, labor dispute,
accident, fire, explosion, flood, storm or other act of God.
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20. Counterparts. This Agreement may be executed in one (1) or more copies or counterparts, each
of which when signed shall be an original, but all of which together shall constitute one (1)
instrument. Signatures submitted via telecopy or electronic signature shall have the same force
and effect as original signatures and, as such, shall be valid and binding upon the parties hereto.
21. Governing Law. This agreement shall be construed under the laws of the State of
Arizona, and 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.
22. Integration and Amendment. This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof. All prior negotiations between the parties are
merged in this Agreement, and there are no understandings or agreements other than those
incorporated herein. This Agreement may not be modified except by written instrument signed
by both parties.
23. Notice. Any notice that is required to be given under this Agreement shall be in writing, and
shall be deemed delivered when personally delivered or three (3) days after the same is sent by
certified mail, postage prepaid as follows:
County: Maricopa County Department of Public Health
4041 North Central Avenue, Suite 1400
Phoenix, AZ 85012
Attn: Strategic Planning & Operations
Banner: Banner Center for Health Careers Department
Banner Health
2901 North Central Avenue Suite 160
Phoenix, AZ 85012-2700
Copy to: Senior Vice President/General Counsel
Banner Health Legal Department
2901 North Central Avenue Suite 160
Phoenix, AZ 85012-2700
24. No Physician Ownership. County hereby expressly represents to Banner that no physician, no
physician organization, and no member of any physician’s immediate family owns or holds an
ownership or financial interest in County that is not the subject of an exception or “safe harbor”
under applicable law, such as the exception for publicly-traded securities under 42 C.F.R.
§411.356(a).
25. Compliance Requirements for A.R.S. § 41-4401, Government Procurement; E-Verify
Requirement:
a. Banner 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”).
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b. A breach of warranty regarding compliance with immigration laws and regulations shall be
deemed a material breach of this Agreement and Banner 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
Banner 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.
e. For questions about E-Verify Banner should visit the following web site:
http://www.uscis.gov/portal/site/uscis.
26. Signature Authority. Individuals executing this Agreement on behalf of the Parties represent
and warrant that they have been authorized to do so.
APPROVED:
Banner Health, Maricopa County, acting by and for its
an Arizona nonprofit corporation, Department of Public Health
on behalf of itself and as agent for its
consolidated affiliates
By: By:
Name: Naomi Cramer Its: Chairman, Maricopa County Board of Supervisors
Its: SVP/Chief HR Officer Date:
Signature Date:
Attest:
Clerk of the Board
Signature Date:
By:
Its: Director, MCDPH
Signature Date:
Approved as to Form:
By:
Its: Attorney for the Board of Supervisors
Date:
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EXHIBIT A
Statement of Faculty Participation
(Medical and Physician Assistant Interns)
Faculty Member hereby agrees to
provide medical supervision to (print
intern name):
County Name:
Name of Teaching Facility:
Dates of Rotation:
Banner Health shall not have the responsibility to supervise or direct the intern. However, the intern shall
be subject to Banner Health’s quality management program. It is also agreed that the intern shall not, for
any purpose or under any circumstance, be considered an employee, agent or borrowed servant of Banner
Health.
Faculty member agrees to arrange to have the County provide to the Hospital:
 a certification of general liability insurance coverage applicable to the intern with minimum limits
of One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00)
per annual aggregate and a certification of professional liability insurance coverage applicable to
the intern for a minimum of One Million Dollars ($1,000,000.00) per occurrence and Three
Million Dollars ($3,000,000.00) in the annual aggregate
 dates of rotation
 a letter stating the medical intern or resident is in good standing with his/her medical school
signed on behalf of the school or program
Faculty member further agrees to comply with the GME: Supervision of Residents and Medical Interns
Policy (Number 2532), provided upon request.
Faculty Member
By:
Name:
Title:
Signature Date:
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EXHIBIT B
Health Standards
County shall keep proof that each of its interns participating in a Rotation at a Facility is in compliance
with the following Health Standards. The Health Standards include without limitation:
1. Proof of immunity or immunization to varicella;
2. Proof of immunity or immunization to measles, mumps, and rubella;
3. Annual TB screen;
4. Hepatitis B vaccination series, or signature by individual on a waiver declining the series, is
required;
5. Proof of current Mantoux method PPD two (2)-step testing process which includes: First step
completed within twelve (12) months prior to the commencement of the intern’s Rotation. The
second step must have been completed within one (1) to three (3) weeks after the first step was
administered. In the event the PPD two (2)-step testing process was not administered during the
previous twelve (12) months, the PPD two (2)-step testing process is required prior to the
commencement of intern’s Rotation;
6. For each intern who shall be in a Facility, County shall provide to Banner proof of intern’s annual
influenza (flu) vaccination administered on or before December 1st of each calendar year or other
date as mandated by Banner’s occupational health and infection prevention standards. Banner
shall accept a receipt of payment for vaccination or a copy of a intern’s consent to receive the
immunization as proof of vaccination. Exemption to immunization may be granted by Banner for
medical contraindications (including disabilities) or religious beliefs. To qualify for such an
exemption, a intern must complete the form attached hereto* and submit it to the email address or
fax number provided on the form. Interns who are approved for “Exempted Status” are required
to wear a surgical mask during influenza season at all times while in a Facility except while
eating in a cafeteria, break room or conference room (except when patients are present). The
surgical masks shall be supplied by Banner at no cost to County and shall be readily available in
all Banner clinical facilities; and
7. Such other specific test or Health Standard as Banner may request from time to time.
Banner shall be permitted, upon prior reasonable notice, to audit applicable County records demonstrating
intern’s adherence with Health Standards.
*The following forms shall be attached separately hereto and incorporated by reference:
Declination of Seasonal Influenza Vaccination for Religious Beliefs
Declination of Seasonal Influenza Vaccination for Medical Contraindication
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