AFFILITATE AGRMT RE ADJUNCT STAFF ADVISORS WITH U OF A.PDF

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ADJUNCT STAFF AGREEMENT
General Provisions
This agreement (“Agreement”) is entered into by and between Maricopa County, by and for
its Department of Public Health, and its employees, agents and independent contractors,
individually and collectively, (hereinafter "MCDPH"), whose principal office is located at 4041
N. Central Ave., Ste. 1400, Phoenix, AZ 85012, and The Arizona Board of Regents for and
on behalf of The University of Arizona, (hereinafter "University"), whose principal office is
located in Tucson, Arizona at 888 N. Euclid Avenue, Room 515, Tucson, AZ 85721.
WITNESSETH:
WHEREAS, the University wishes to participate with MCDPH in providing advice and
evaluation by its staff (Adjunct Staff Advisors) regarding MCDPH public health programs;
and
WHEREAS, MCDPH wishes to provide the University with a real world arena for
application of learned constructs;
NOW, THEREFORE, and in consideration of the mutual promises and covenants
contained herein the parties agree as follows:
1. Term.
A. The term of this Agreement shall be from July 1, 2015 through June 30, 2020.
The Agreement may be renewed for additional terms by the mutual consent of
both parties.
B. Either Party may, at any time, with or without cause, cancel this Agreement, or
any renewal and extension thereof, by providing the other Party with thirty (30)
days advance notice in writing. Either Party may, at any time, with or without
cause, immediately cancel the Adjunct Staff Advisor status of a particular
individual, by providing the individual and the other Party with notice of the
cancellation in writing.
2. Execution of Agreement.
Nothing in the execution of this Agreement, or in its performance, shall be construed to
establish an employer-employee, an agency, a partnership or a joint venture
relationship between the University or its Adjunct Staff Advisors in this Agreement,
individually or collectively, and MCDPH or between the parties of this Agreement. The
University and its Adjunct Staff Advisors are not authorized to speak on behalf of
MCDPH, nor is MCDPH authorized to speak on behalf of the University and its Adjunct
Staff Advisors.

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3. University Responsibilities.
A. The University agrees to provide for appropriate Adjunct Staff Advisors and furnish
MCDPH, upon execution of this Agreement and separate written request,
certification of worker's compensation coverage for Adjunct Staff Advisors who are
University employees. Adjunct Staff Advisors will be required to meet same health
standards that are required of all employees at MCDPH. .
B. The University shall inform Adjunct Staff Advisors of the expectation that they will
comply with all applicable state and federal laws and regulatory authority, policies,
procedures, rules and regulations of MCDPH as provided to them by MCDPH.
C. The University agrees that it will reimburse MCDPH for the reasonable cost of
providing prophylactic treatment resulting from an Adjunct Staff Advisor’s
exposure to Blood/Body Fluids upon reasonable demand for payment.
4. MCDPH Responsibilities.
A. MCDPH will consider, on a case-by-case basis, applications from faculty of the
University to be granted Adjunct Staff Advisor status, and will grant such requests
whenever mutually beneficial to each institution.
B. MCDPH will furnish the Adjunct Staff Advisor with access to a Department e-mail
account, a shared work station, and MCDPH identification badge for access to
relevant offices.
C. MCDPH will offer participation in meetings and projects of mutual interest to the
Adjunct Staff Advisor.
D. MCDPH will make every effort to accommodate students of the Adjunct Staff
Advisor for rotations or student projects that involve MCDPH, provided that
MCDPH has a separate Student Rotation Training Agreement with the University.
5. Indemnification and Insurance.
A. Indemnification. To the fullest extent permitted by law, each party (as
“Indemnitor”) agrees to indemnify, defend, and hold harmless the other party (as
“Indemnitee”) from and against any and all claims, losses, liability, costs, or
expenses (including reasonable attorney’s fees) (hereinafter collectively referred
to as “Claims”) arising out of bodily injury of any person (including death) or
property damage, but only to the extent that such Claims which result in
vicarious/ derivative liability to the Indemnitee are caused by the act, omission,
negligence, misconduct, or other fault of the Indemnitor, its officers, officials,
agents, employees, or volunteers.
B. Insurance Requirements. University, its officers, agents and employees are
covered against liability, workers’ compensation and property damage through
the State of Arizona, Arizona Department of Administration, Risk Management
Section’s program of self-insurance for acts or omissions while acting in
authorized governmental or proprietary capacities and in the course and scope
of employment or authorization. Such coverage is provided in accordance with
and subject to the provisions of Arizona Revised Statutes ("A.R.S.") § 41-621 et.
seq.

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All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the Agreement is
satisfactorily completed and formally accepted. Failure to do so may, at the
sole discretion of MCDPH, constitute a material breach of this Agreement.
MCDPH reserves the right to request and to receive, within 10 working days,
certified copies of any or all of the herein required insurance policies and/or
endorsements. MCDPH shall not be obligated, however, to review such policies
and/or endorsements or to advise University of any deficiencies in such policies
and endorsements, and such receipt shall not relieve University from, or be
deemed a waiver of MCDPH’S right to insist on strict fulfillment of University’s
obligations under this Agreement.
MCDPH shall furnish The University of Arizona, upon execution of this
Agreement and separate written request, certification of comprehensive general
liability insurance coverage, premises liability coverage, and certification of
professional errors and omissions liability (professional liability) coverage
reasonably satisfactory for protection of its employees in amounts of not less
than $1,000,000 per occurrence and $3,000,000 annual aggregate.
C. Cancellation and Expiration Notice. Insurance required herein shall not expire,
be canceled, or materially changed without thirty (30) days prior written notice to
MCDPH.
6. Confidentiality. In keeping with all federal and state rules and regulations regarding
patient confidentiality and the confidentiality of communicable disease related
information, the University shall notify the Adjunct Staff Advisors that they are
responsible for maintaining the confidentiality of such information. Adjunct Staff
Advisors shall, further, review and sign the MCDPH Confidentiality Agreement.
Adjunct Staff Advisors shall not have access to, or have the right to review, any
medical record or individually identifiable reportable disease information, except
where necessary in the regular course of the work covered by this Agreement.
7. Non-Discrimination. The University and MCDPH will comply with all applicable state
and federal laws, rules, regulations, and executive orders governing equal employment
opportunity, immigration, and nondiscrimination, including the Americans with
Disabilities Act. If applicable, the parties will abide by the requirements of 41 CFR
§§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit
discrimination against qualified individuals based on their status as protected
veterans or individuals with disabilities, and prohibit discrimination against all
individuals based on their race, color, religion, sex, or national origin. Moreover,
these regulations require that covered prime contractors and subcontractors
take affirmative action to employ and advance in employment individuals without
regard to race, color, religion, sex, national origin, protected veteran status or
disability.
8. Conflict of Interest. In accordance with A.R.S. § 38-511, either the University or
MCDPH may cancel this Agreement within three years after the execution of this
Agreement, without penalty or further obligation, if any person significantly involved in

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initiating, negotiating, securing, drafting, or creating this Agreement on behalf of the
University or MCDPH, at any time while this Agreement or any extension thereof is in
effect, is an employee or agent of any other party to this Agreement in any capacity or a
consultant to any other party with respect to the subject matter of this Agreement.
9. Reimbursement. Neither MCDPH nor University will be required to reimburse the other
Party for any expenses or costs incurred in conjunction with this Agreement, with the
exception of Section 3(C) above related to prophylactic treatment provided by MCDPH
to an Adjunct Staff Advisor.
10. Notice. Any written notice that is required or permitted to be given by a party shall be
sent to:
Notice to University:
Contract Research & Support Program
University of Arizona
P.O. Box 210158, Rm 515
Tucson AZ 85721-0158
Notice to MCDPH:
Maricopa County Department of Public Health
Attn: Strategic Planning & Operations Supervisor
4041 N. Central Ave. Ste. 1400
Phoenix, AZ 85012
11. Entire Agreement and Amendment. This document constitutes the entire agreement
between the parties. This Agreement may not be modified, amended, altered, or
extended except through a written amendment signed by the authorized signatories for
each Party. The persons executing this Agreement represent and warrant that they
have the full power and authority to enter into this Agreement on behalf of the entities
for which they are signing.
12. Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the state of Arizona. Exclusive venue and jurisdiction for any
actions or proceedings related to or stemming from this Agreement will be in the
state or federal courts within Arizona.
13. Arbitration in Superior Court. In the event of litigation, as required by A.R.S. § 12-
1518, the parties agree to make use of arbitration in all contracts that are subject to
mandatory arbitration pursuant to rules adopted under A.R.S. § 12-133.
14. Failure of Legislature to Appropriate. In accordance with A.R.S. § 35-154, if
University’s performance under this Agreement depends on the appropriation of
funds by the Arizona Legislature, and if the Legislature fails to appropriate the funds

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necessary for performance, then University may provide written notice of this and
cancel this Agreement without further obligation of University. Appropriation is a
legislative act and is beyond the control of University.
15. Confidentiality. University is a public institution and, as such, is subject to A.R.S. §§
39-121 through 39-127 regarding public records. Accordingly, notwithstanding any
other provision of this Agreement to the contrary, any provision regarding
confidentiality is limited to the extent necessary to comply with the provisions of
Arizona law.
16. Indemnification Limitation. University is a public institution and, as such, any
indemnification, liability limitation, or hold harmless provision will be limited as
required by Arizona law, including without limitation Article 9, Sections 5 and 7 of the
Arizona Constitution and A.R.S. §§ 35-154 and 41-621. Therefore, notwithstanding
any other provision of this Agreement to the contrary, University’s liability under any
claim for indemnification is limited to claims for property damage, personal injury, or
death to the extent caused by acts or omissions of University.
17. University and MCDPH/Maricopa County Names and Marks. MCDPH will not use
any names, service marks, trademarks, trade names, logos, or other identifying
names, domain names, or identifying marks of University without, in each case, the
prior written consent of University. MCDPH’s use of any identifying marks of
University must comply with University's requirements including using the ®
indication of a registered trademark where applicable. University will not use any
names, service marks, trademarks, trade names, logos, or other identifying names,
domain names, or identifying marks of MCDPH or Maricopa County without, in each
case, the prior written consent of MCDPH/Maricopa County.
18. Student Educational Records. Student educational records are protected by the
federal Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g ("FERPA").
MCDPH will comply with FERPA and will not access or make any disclosures of
student educational records to third parties without prior notice to and consent from
University or as otherwise provided by law. If this Agreement contains a scope of
work or any provision that requires or permits MCDPH to access or release any
student records, then, for purposes of this Agreement only, University hereby
designates MCDPH as a “school official” for University under FERPA, as that term is
used in FERPA and its implementing regulations. As such, MCDPH will comply with
FERPA and will not make any disclosures of University students’ educational
records to third parties without prior notice to, and consent from, University or as
otherwise permitted by law. In addition, any access or disclosures of student
educational records made by MCDPH or its employees and agents must comply
with University’s definition of legitimate educational purpose, which definition can be
found at: SSM 107-01: Release of Student Information
(http://www.asu.edu/aad/manuals/ ssm/ssm107-01.html). If MCDPH violates the
terms of this section, MCDPH will immediately provide notice of the violation to
University.

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19. Research Collaboration. The Parties may contemplate entering into research
projects and collaborations as partners with each other for and/or with third parties.
Such research projects shall have specific agreements negotiated separately by the
Parties detailing the each Party’s roles and responsibilities, budget and
compensation (if any), period of performance and other necessary supporting
agreements which may be required by the scope of work, including but not limited
to: Sponsored Research Agreements, Memorandums Of Understanding, Clinical
Trial Agreements, Material Transfer Agreements, Confidentiality Agreements, Data
Use Agreements, and/or Intellectual Property License Agreements. These
agreements shall be in place prior to the Parties commencement of the work and
shall be signed by an authorized representative(s) of each Party.
20. Miscellaneous Provisions.
A. This Agreement shall be binding upon and shall inure to the benefit of both
Parties and their respective successors, heirs, assigns and legal
representatives. Neither this Agreement nor any rights hereunder may be
assigned without the prior written consent of the non-assigning Party.
B. Individuals executing this Agreement on behalf of the Parties represent and
warrant that they have been authorized to do so.
C. During the term of this Agreement, the Parties shall take such actions, including
revising this Agreement, as necessary or advisable to comply fully with all laws,
rules and regulations applicable to the performance of this Agreement, including
without limitation the Health Insurance Portability and Accountability Act and the
Family Educational Records and Privacy Act.
D. Compliance Requirements for A.R.S. § 41-4401, Government Procurement; E-
Verify Requirement. The Parties recognize the applicability of A.R.S. § 41-4401
and agree to comply with such statutory requirements regarding the
employment of employees in compliance with A.R.S. § 23-214(A).
(signature page follows)

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IN WITNESS HEREOF, the parties hereto have executed this Agreement in triplicate by
proper persons thereunto duly authorized.
MARICOPA COUNTY ARIZONA BOARD OF REGENTS,
Acting for and on behalf of UNIVERSITY OF ARIZONA
its Department of Public Health
By: By:
Chairman, Maricopa County
Board of Supervisors Name:
Title:
Attest: Date:
Clerk of the Board Date
Director, MCDPH Date
Approved as to Form Date
Deputy County Attorney