SJHMC AGREEMENT 3.PDF

ADJUNCT AFFILIATION AGREEMENT
FOR MEDICAL EDUCATION
by and between
DIGNITY HEALTH d/b/a ST. JOSEPH’S HOSPITAL AND MEDICAL CENTER
and
MARICOPA COUNTY, by and through its DEPARTMENT OF PUBLIC HEALTH
(“MCDPH”)
THIS ADJUNCT AFFILIATION AGREEMENT FOR MEDICAL EDUCATION
(“Agreement”) is made and entered into by and between DIGNITY HEALTH, a
California nonprofit public benefit corporation d/b/a ST. JOSEPH’S HOSPITAL AND
MEDICAL CENTER (“Sponsoring Organization) and MARICOPA COUNTY, by and
through its Department of Public Health (“MCDPH”) (“Participating Organization)
(individually referred to as “Party” and collectively referred to as “Parties”) with reference
to the following facts:
RECITALS
A. Sponsoring Organization conducts a residency training program known as
the Family Medicine, Internal Medicine, OB/GYN, Neurology, Neurological Surgery,
Pathology, Radiology or General Surgery Internship (collectively, “Residency Program”)
for resident physicians (individually and collectively referred to as “Resident”), who require
broad and varied clinical learning experiences, including clinical experience.
B. Participating Organization is an acute care general hospital, with facilities
and professional staff that can provide specialized clinical experience to Resident
(“Participant’s Training Facilities”).
C. Sponsoring Organization desires to enter into this Agreement with
Participating Organization as an Adjunct Participating Site as defined by the Accreditation
Council for Graduate Medical Education (“ACGME”) in order to provide Resident with an
expanded educational rotation (“Residency Rotation”) in Participant’s Training Facilities in
accordance with a rotation schedule mutually agreed upon by the parties.
D. Sponsoring and Participating Organization agree to collaborate to provide
Resident with an educational rotation in Participant’s Training Facilities, which meets the
standards and requirements of the ACGME, the American Osteopathic Association
(“AOA”), and their respective Residency Review Committees (“RRC”).
E. Sponsoring Organization and Participating Organization agree that it is in the
mutual interest and benefit of both parties that Resident obtains part of Resident’s clinical
experience at Participant’s Training Facilities.
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F. Sponsoring Organization and Participating Organization agree that during
the term of this Agreement, a Program Letter of Agreement (“PLA”) for each Residency
Rotation will be entered into by Sponsoring Organization and Participating Organization
providing details on faculty, supervision, evaluation, educational content, length of
Residency Rotation, and policy and procedures for each Residency Rotation that occurs at
Participant’s Training Facilities. Each PLA shall specifically refer to this Adjunct
Affiliation Agreement for Medical Education and shall be governed by the terms and
conditions hereof. Each PLA shall be binding only when executed by Sponsoring
Organization and Participating Organization. Each fully executed PLA shall be
incorporated herein as Exhibit A.
G. This Agreement supersedes any contract in effect on or after July 1, 2007,
between Participating Organization and Sponsoring Organization for educational rotation in
Participant’s Training Facilities.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
set forth below, the parties agree as follows:
1. RESIDENCY PROGRAM POLICIES, PROCEDURES AND PROTOCOLS
1.1 Policies and Procedures Guidelines. The guidelines that govern the
policies and procedures for the Residency Program shall be those that may be
promulgated from time to time by the ACGME and published in the ACGME manual and
those of the AOA. The following principles shall be included in such policies and
procedures:
(a) Employees of Sponsoring Organization. Resident shall at all
times be an employee of the Sponsoring Organization. The policies and procedures that
the Sponsoring Organization adopts from time to time for the administration of its
Residency Program and its employees that apply to Residents enrolled in the Residency
Program shall also apply to Residents who are assigned to the Participating Organization.
(b) Resident’s Evaluations. Performance evaluations shall be
completed by Participant’s Program Coordinator (as defined in Section 3.1(b)) at the
Participating Organization at such intervals and in accordance with such procedures as
the Sponsoring Organization, in consultation with the Participating Organization, may
establish. Final decisions concerning evaluation, Resident advancement, graduation and
certification or discontinuance from the Residency Program, including dismissal from the
Residency Program, shall be at the sole discretion of the Sponsoring Organization, acting
through its executive responsible for the Residency Program (the “Sponsor’s Program
Director”); provided however, that such decisions shall become effective only after
consultation with the Sponsoring Organization’s Program Advisory Committee (“PAC”),
consistent with ACGME and ADA standards.
2. RESPONSIBILITIES OF SPONSORING ORGANIZATION
2.1 Rotation Liaison. Sponsoring Organization shall designate a member of
its Medical Staff to provide coordination and oversight of Residents’ educational
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activities and assignments while at Participant’s Training Facilities. The designated
Medical Staff member shall be the Sponsor’s Program Director or a suitable designee
(“Sponsor’s Rotation Liaison”), who shall be certified by the specialty board in the
discipline of the Residency Program and act as liaison with Participating Organization.
Sponsor’s Rotation Liaison shall cooperate with Participating Organization in
coordinating and reviewing the work schedule of Resident assigned to Participating
Organization’s facilities. Such schedule shall reflect Sponsoring Organization’s
educational missions, shall assure that Resident fulfills the requirements for graduation
set forth by the American specialty board in the discipline of the Residency Program and
ACGME, and shall not be compromised by an excessive reliance on Resident to fulfill
Participating Organization’s service obligations.
2.2 Recruitment and Selection of Residents. Sponsoring Organization shall
undertake the following steps to confirm that Resident is appropriately qualified or
otherwise eligible to participate in the Residency Program:
(a) Provide the name of Resident and Resident’s assignments for the
Residency to Participating Organization sufficiently in advance to allow for convenient
planning of schedules. It is understood and agreed that Participating Organization shall
keep Sponsor’s Rotation Liaison informed of any anticipated requests for changes in the
planned schedule;
(b) Develop and implement a mechanism for determining evaluation
of the performance of Resident, which evaluation shall include, where appropriate, input
from Participating Organization;
(c) Maintain records and reports concerning the education of Resident
and of Resident’s time spent in the various educational activities referred to in this
Agreement, as may be required by Sponsoring Organization, ACGME, AOA and/or for
compliance with the regulations, guidelines, and policies of third-party payors;
(d) In fulfillment of its responsibilities pursuant to this Agreement,
Sponsoring Organization shall comply with all federal and state laws regarding the
employment of Resident, including, without limitation, anti-discrimination and wage and
hour laws; and
(e) Sponsoring Organization shall have conducted a criminal
background check to include as a minimum, a state and county criminal history
investigation and a state sex offender search where Resident resides and where the
Sponsoring Organization is located. Any criminal history identified shall be reported to
the Participating Organization prior to Resident’s rotation at Participating Organization.
Sponsoring Organization shall maintain the report of the criminal background check in
Resident’s file.
2.3 Resident Responsibilities. In addition to the forgoing listed
responsibilities of the Sponsoring Organization, Sponsoring Organization shall require
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the Resident to observe the following while on Residency Rotation at Participating
Organization:
(a) Resident shall comply with (i) Participating Organization’s
applicable bylaws, rules and regulations, policies, procedures and guidelines
(collectively, “Rules”), including, without limitation, Rules governing the Organization’s
medical education activities; (ii) state and federal laws and regulations; and (iii) the
standards and regulations of the Joint Commission on Accreditation of Healthcare
Organizations ("JCAHO"). Rules Resident must follow while on rotation at St. Joseph’s
Hospital and Medical Center include, without limitation, the Ethical and Religious
Directives for Catholic Health Facilities, as adopted or amended by the United States
Conference of Catholic Bishops, Dignity Health’s corporate integrity program and
Standards of Conduct, and the Rules of the Department of Academic Affairs.
(b) Resident shall participate, to the extent scheduled or otherwise
requested by Participating Organization and approved by Sponsoring Organization, in
activities and assignments that are of educational value and that are appropriate to the
course and scope of Sponsoring Organization’s Program, and consistent with the
requirements of ACGME and the AOA.
(c) Resident shall cooperate with both the Sponsoring and
Participating Organizations, consistent with the terms of this Agreement, in quality
assurance and risk management activities designed to identify, evaluate and reduce risk
of patient injury.
(d) Resident shall cooperate in the preparation and maintenance of a
complete medical record for each patient in whose care Resident participates, on forms
provided by the Participating Organization and in compliance with all state and federal
laws and regulations, the standards of the JCAHO, and Participating Organization’s
Rules. The medical record shall, at all times, remain the property of the Participating
Organization.
3. RESPONSIBILITIES OF PARTICIPATING ORGANIZATION
3.1 Adequate Staff and Facilities. Participating Organization shall:
(a) Maintain adequate professional staff and supporting facilities at its
premises, which for purposes of this Agreement shall constitute Participant’s Training
Facilities, to meet the educational goals and objectives of the Sponsoring Organization’s
Residency Program in a manner consistent with the standards and requirements
established by Sponsoring Organization, the ACGME, and the AOA; and
(b) Designate, after consultation with Sponsoring Organization, a
member of its Medical Staff to coordinate Resident’s schedules and educational activities
while at Participant’s Training Facilities (the “Participant’s Rotation Coordinator”).
The Participant’s Rotation Coordinator shall act as liaison with Sponsoring Organization
for the Residency Rotation. The Participant’s Rotation Coordinator shall be responsible
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for assigning Participating Organization’s professional medical staff to supervise
Resident while at Participant’s Training Facilities.
3.2 Resident Schedules. Participating Organization shall arrange a schedule
for Resident in conjunction with Sponsor’s Program Director to attain the educational
goals and objectives of the Residency Rotation agreed upon by Sponsoring Organization
and Participating Organization. Such schedule shall reflect the standards and educational
missions of the Participating Organization and its Residency Program, the ACGME and
the AOA, and shall not be compromised by an excessive reliance on Resident to fulfill
institutional service obligations.
3.3 Residents’ Health and Safety. Participating Organization shall protect
the health and safety of Resident on rotation at Participant’s Training Facilities by
providing Resident with the following:
(a) Orientation of the type and scope generally provided by
Participating Organization to its new employees, including, but not limited to,
information about Participating Organization’s security measures, fire safety and disaster
protocols, and any additional recommended personnel safety and security precautions;
(b) Instruction in Participating Organization’s policies and procedures
for infection control including the handling and disposal of needles and other sharp
objects, and in Participating Organization’s protocols for on-the-job injuries and incident
reporting including those resulting from needle-stick injuries and other exposures to
blood or body fluids;
(c) First Aid and other emergency treatment available on-site,
including, but not limited to, immediate evaluation for risk of infection and appropriate
follow-up care of Resident in the event of a needle-stick injury or other exposure of
Resident to blood or body fluids. In the case of suspected or confirmed exposure to the
human immunodeficiency virus (“HIV”), such follow-up care shall include, but not be
limited to, the option for appropriate post-exposure HIV testing and the option for
prophylactic therapy with appropriate pharmacologic agents as medically indicated and in
accordance with guidelines published by the U.S. Centers for Disease Control and
Prevention. The Sponsoring Organization shall provide any ongoing continuing care
required subsequent to the initial first-aid provided by the Participating Organization.
The first-aid and other emergency treatment available on-site and administration of
testing and prophylactic therapy shall be paid for by Participating Organization.
Subsequent care shall be paid for pursuant to the mutual agreement of the parties; and
(d) Information concerning availability of parking, meals, lockers, and
appropriate access to on-call rooms and bathroom/shower facilities.
3.4 Compliance with Laws and Regulations. Participating Organization
shall maintain its license as a general acute care facility and comply with all laws,
regulations, Joint Commission standards, and ACGME and AOA requirements applicable
to Resident’s activities during the Residency Rotation. Participating Organization shall
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notify Sponsoring Organization within five days of receipt of notice that Participating
Organization is not in compliance with any such laws, regulations, standards or
requirements.
3.5 Permit Inspection. Participating Organization shall permit inspection of
Participant’s Training Facilities by individuals charged with the responsibility for
accreditation of Sponsoring Organization and/or its residency programs; provided,
however, that such inspection shall be consistent with accreditation requirements and
shall take place at a time agreed upon by Participating Organization.
3.6 Investigations Involving Residents. With respect to any professional
services performed by Resident under this Agreement, Participating Organization agrees
to inform Sponsoring Organization and Sponsor’s Program Director regarding any
investigations involving Resident:
(a) Immediately upon initiation of any investigation of Resident by
Participating Organization or any government or accrediting agency, unless expressly
prohibited by the government or accrediting agency;
(b) To the extent permitted by law, prior to making any report to the
National Practitioner Data Bank or the Resident’s licensing board; or
(c) Promptly upon learning of potential or actual litigation in which a
Sponsoring Organization Resident may be or is identified as a defendant.
3.7 Cooperation in Emergency Disciplinary Action. Participating
Organization shall cooperate and assist Sponsoring Organization in investigating facts,
which may serve as a basis for taking any disciplinary or academic action, and also
cooperate in the implementation of any such disciplinary or academic action. Through
Sponsor’s Program Director, Sponsoring Organization may, but need not, consult with
Participating Organization concerning a proposed disciplinary action in emergency
instances where Resident’s conduct is such that a failure to take action may result in an
imminent danger to the health or safety of any individual. In like manner Participating
Organization, through Participant’s Program Coordinator, may initiate disciplinary action
in an emergency situation where Resident’s conduct is such that failure to take action
may result in an imminent danger to the health or safety of any individual. Sponsoring
Organization and Participating Organization agree to promptly notify the other
organization when emergency disciplinary action has been taken pursuant to this Section
3.7. In instances not of an emergency nature that may require disciplinary or academic
action against Resident, the Sponsor’s Program Director shall consult with the PAC.
Participating Organization agrees to abide by Sponsoring Organization’s recommended
disciplinary action against Resident. Participating Organization shall have the right, after
consultation with Sponsoring Organization, to prohibit further attendance at Participant’s
Training Facilities by Resident, provided, however, that Participating Organization will
not take any action against Resident in an arbitrary or capricious manner. Upon such
prohibition, Sponsoring Organization will use its best efforts to replace the affected
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Resident with another Resident as soon as possible; requirements for completion of the
Program and graduation shall be given due consideration.
4. RESIDENT COMPENSATION, BENEFITS AND REIMBURSEMENT
4.1 Governed by Sponsoring Organization’s Policies and Procedures.
Sponsoring Organization agrees to provide salary for Resident during the time of his or
her Residency Rotation at Participating Organization. Sponsoring Organization shall
continue to provide all benefits to which Resident is entitled pursuant to Resident’s
employment arrangement with Sponsoring Organization, including, without limitation,
general and professional liability insurance coverage, health insurance coverage and
workers’ compensation. The salary to be provided by the Sponsoring Organization shall
be the same as that provided to Resident while Resident is at the Sponsoring
Organization. Sponsoring Organization agrees to withhold all applicable federal, state,
and local taxes, including without limitation FICA, Medicare payments, and income taxes
from Resident’s compensation and to provide I.R.S. form W-2 for each Resident it
compensates during each calendar year.
5. PROFESSIONAL LIABILITY COVERAGE AND ADMINISTRATION
5.1 Responsibility of Sponsoring Organization. The parties acknowledge
and agree that Resident will be functioning under the direct supervision and control of the
Participating Organization when rotating through the Participant’s Training Facilities and
that at such times Resident will be subject to the control of the Participating Organization
with respect to the performance of specific duties and the maintenance of clinical quality.
Notwithstanding the foregoing, it is agreed that as specified in Section 5.2, the
Sponsoring Organization shall provide general and professional liability coverage for
Resident through commercial insurance or a program of self-insurance, that covers
Resident while on the Residency Rotation at the Participant’s Training Facility, but will
not provide professional liability coverage for the Participating Organization, its agents,
employees, representatives or medical staff. In the event a claim is asserted against
Resident, and the claim includes allegations of negligent or wrongful conduct while
Resident was under the supervision of the Participating Organization, the defense of the
claim shall be administered as follows:
Within five business days after receipt of notice by the Risk or Claims Manager,
as applicable (hereafter referred to collectively as the “Claims Manager”) for either
Organization, notice of the claim or alleged occurrence or omission shall be given to
Resident and the Claims Manager for the other Organization.
Where one or more of the allegations asserted against Resident or Dignity Health
falls within the coverage parameters of Dignity Health’s self-insurance program, Dignity
Health’s Claims Manager shall be responsible for administration and, if appropriate,
defense of such claim.
Subject to applicable law regarding the protection of privileged and/or
confidential information, Participating Organization and Sponsoring Organization agree
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to cooperate fully with each other and supply such information as may be necessary for
the proper investigation and administration of the claim. If requested, each Participating
Organization and Sponsoring Organization shall make its employees available for
interviews by their respective Claims Managers or their representatives, in order that such
claims may be properly investigated and administered.
If a claim against Resident also includes allegations against the Participating
Organization, its employees, agents or medical staff members, it shall be the
responsibility of the Participating Organization to investigate, administer and defend the
claims as to the Participating Organization, its employees, or agents. In such event,
however, the attorneys and representatives of both the Sponsoring Organization and the
Participating Organization shall cooperate in the joint investigation, administration and
defense of such claims and, where appropriate, enter into Joint Defense Agreements,
which will carry out the intent of this Agreement.
If litigation results from events occurring during Resident’s rotation at
Participant’s Training, each Party agrees that it will not enter into any settlement of the
case without giving the other Party to this Agreement written notice of the terms of the
proposed settlement, and affording such other party a meaningful opportunity to
participate in settlement jointly.
5.2 Sponsoring Organization’s Insurance Coverage Responsibilities.
(a) The Sponsoring Institution shall provide and maintain the
following insurance coverage for the Resident participating in a rotation at the
Participating Institution and for the Sponsoring Institution’s employees and agents as
follows:
(1) Professional liability insurance (or comparable coverage
under a program of self-insurance) providing coverage on a “claims made” or
“occurrence basis” (for occurrences during the term of this Agreement) with limits no
less than $1 million dollars per occurrence and $3 million dollars aggregate. If the
insurance coverage is “claims made” rather than occurrence based, such coverage must
include extended reporting endorsement (“tail coverage”) for as long as the appropriate
statute of limitations, as may be determined in a court of law or by statute, including
tolling of the statute of limitations based on the discovery doctrine or due to incapacity or
minority.
(2) Comprehensive general liability insurance (or comparable
coverage under a program of self-insurance) providing coverage on a “claims made” or
“occurrence basis” (for occurrences during the term of this Agreement) with limits no
less than $1 million dollars per occurrence and $3 million dollars annual aggregate. If the
insurance coverage is “claims made” rather than occurrence based, such coverage must
include extended reporting endorsement (“tail coverage”) for as long as the appropriate
statute of limitations, as may be determined in a court of law or by statute.
(b) All insurance coverage shall be provided by carriers or a program
of self-insurance reasonably acceptable to the Participating Institution, and shall provide
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that coverage shall not be modified or terminated except upon thirty (30) days prior
written notice and the Participating Institution. Prior to assignment of the Resident
pursuant to this Agreement upon request of the Participating Organization, the
Sponsoring Organization shall provide the Participating Organization with a certificate of
insurance. The certificate shall name the Participating Organization and the Resident of
the Sponsoring Organization as additional insureds if requested by the Participating
Organization and permitted by the carrier or self-insurance program, as applicable.
5.3 Participating Organization’s Insurance Coverage Responsibilities.
(a) It is the intent and understanding of the parties that the
indemnification provisions set forth in Section 6 will apply to the Participating
Organization’s Medical Staff who provide teaching services to Residents at the
Participating Organization during the Residency Rotation for any and all activities under
the terms of this Agreement.
(b) The Participating Organization shall require its Medical Staff to
maintain professional liability insurance coverage with limits no less than $1 million
dollars per occurrence and $3 million dollars annual aggregate, and indemnification
provisions for any and all of their activities related to the Residency Rotation.
6. INDEMNIFICATION
6.1 Sponsoring Organization. To the extent the following is not specifically
prohibited by statute applicable to Sponsoring Organization because it is a public
(government) institution, Sponsoring Organization shall defend, indemnify and hold
Participating Organization, its officers, employees and agents harmless from and against
any and all liability, loss, expense (including reasonable attorneys' fees), or claims for
injury or damages arising out of the performance of this Agreement but only in
proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for
injury or damages are caused by or result from the negligent or intentional acts or
omissions of Sponsoring Organization, including but not limited to its officers,
employees, or agents. As indicated in Section 1.1 (a) of this Agreement, Residents are
employees of Sponsoring Organization.
6.2 Participating Organization. To the extent the following is not
specifically prohibited by statute applicable to Participating Organization because it is a
public (government) institution, Participating Organization shall defend, indemnify and
hold Sponsoring Organization, its officers, employees, and agents harmless from and
against any and all liability, loss, expense (including reasonable attorneys' fees), or claims
for injury or damages arising out of the performance of this Agreement but only in
proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for
injury or damages are caused by or result from the negligent or intentional acts or
omissions of Participating Organization, its officers, employees, or agents. As indicated
in Section 1.1 (a) of this Agreement, Residents are employees of Sponsoring
Organization.
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7. STATUS OF RESIDENTS
7.1 Control and Direction of Sponsoring Organization. During the period
in which Resident is assigned to the Participating Organization, Resident shall be under
the ultimate direction and control of the Sponsor’s Program Director or a designee in the
Director's absence.
7.2 Educational Experience. It is expressly agreed and understood by
Sponsoring Organization and Participating Organization that Resident is present at the
Participant’s Training Facilities to participate in activities and assignments that are of
educational value to Residents and that are appropriate to the course and scope of
Sponsoring Organization’s Residency Program and consistent with the requirements of
the ACGME and AOA.
7.3 Assignment of Residents. As of the Effective Date of this Agreement
and subject to the provisions of Section 2 hereof, Sponsoring Organization shall assign
Residents for rotation at Participant’s Organization’s Training Facilities as described in
Section 2.2 of this Agreement.
8. DISCRIMINATION - PROHIBITION
Sponsoring Organization and Participating Organization agree not to unlawfully
discriminate in the selection or acceptance of Resident pursuant to this Agreement
because of race, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition or disability, marital status, gender, gender
orientation, age, veteran's status, or citizenship.
9. TERM
This Agreement shall become effective on the last date on which this Agreement
has been executed by both Parties or as otherwise indicated on the signature page (the
“Effective Date”), and shall expire five (5) years after the Effective Date, subject to the
termination provisions of this Agreement.
10. TERMINATION
Consistent with the foregoing and the principles of the Residency Program, in the
event of material breach, the aggrieved Party may terminate this Agreement; provided,
however, the termination for the breach will not become effective unless and until the
Party not in breach has given the other Party written notice of breach, which notice shall
state the general nature of the breach, and the party allegedly in breach shall thereafter
have a period of seven (7) days following the giving of notice in which to remedy the
breach to the reasonable satisfaction of the other party. Where a material breach is not
remedied within the time limit specified above, termination for cause is effective
immediately after the seven (7) day period allowed for remedy of the breach.
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11. COOPERATION IN DISPOSITION OF CLAIMS
11.1 Cooperation in Investigations. Subject to the laws concerning privilege
and confidentiality, Participating Organization and Sponsoring Organization agree to
cooperate with each other in the investigation and disposition of audits, peer review
matters, disciplinary actions and third-party liability claims arising out of any services
provided under this Agreement or in the operation of the Residency Program. It is the
intention of the parties to fully cooperate in the disposition of all such audits, actions or
claims, subject to applicable laws regarding the protection of privileges and/or
confidential information. Such cooperation may include, but are not limited to, joint
investigation, defense, and disposition of claims of third parties arising from services
performed under this Agreement, and making witnesses available.
11.2 Access to Medical Records. To the extent allowed by law, Participating
Organization and Sponsoring Organization shall have reasonable access to the medical
records and charts of the other relating to any claim or investigation related to services
provided pursuant to this Agreement provided, however, that nothing shall require either
Participating Organization or Sponsoring Organization to disclose any peer review
documents, health or other records or communications which are privileged and/or
confidential under any federal or state statute including but not limited to HIPAA, under
the Attorney-Client Privilege or under the Attorney Work-Product Privilege.
11.3 Inspection of Records. Any and all of Participating Organization’s
medical records created at Participating Organization’s facilities as a result of
performance under this Agreement shall be and shall remain the property of Participating
Organization. Both during and after the term of this Agreement, Sponsoring
Organization shall be permitted to inspect at Sponsoring Organization’s expense, any
medical records or other patient information which are: (1) necessary to assist in the
defense of any malpractice or similar claim; (2) relevant to any disciplinary action. Such
inspection shall be permitted and conducted pursuant to commonly accepted standards of
patient confidentiality in accordance with applicable federal, state and local laws.
Sponsoring Organization and its agents, employees will keep any medical record or
patient record information confidential from unauthorized third parties.
12. RELATIONSHIP OF PARTIES
It is agreed that Sponsoring Organization has contracted for the performance of
professional services by Participating Organization, which is acting as an independent
contractor. Participating Organization does not by this Agreement reserve control over
the manner in which Sponsoring Organization shall perform its services, nor does
Participating Organization retain the right to direct and control the methods and
procedures to be utilized by Sponsoring Organization in the provision of services under
this Agreement. It is understood that no relationship of employment, partnership, joint
venture or agency is created or intended to be created by this Agreement and that
Sponsoring Organization and Resident shall have no claim under this Agreement against
the Participating Organization for vacation pay, sick leave, retirement benefits, social
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security, workers’ compensation, disability or unemployment insurance benefits, or
employee benefits of any kind.
13. GENERAL PROVISIONS
13.1 Interruption of Service. Either party shall be excused from any delay or
failure in performance hereunder caused by reason of any occurrence or contingency
beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire,
insurrection, labor disputes, riots, earthquakes, or other acts of nature. The obligations
and rights of the party so excused shall be extended on a day-to-day basis for the time
period equal to the period of such excusable interruption. In the event the interruption of
the excused party's obligations continues for period in excess of thirty (30) days, the other
party shall have the right to terminate this Agreement upon ten (10) days' prior written
notice to the excused party.
13.2 Assignment. Neither Participating Organization nor Sponsoring
Organization shall assign their rights, duties, or obligations under this Agreement, either
in whole or in part, without the prior written consent of the other. Notwithstanding the
foregoing, either party may assign its rights, duties and obligations to its corporate parent,
affiliate or subsidiary without the prior written consent of the other party. Participating
Organization may not assign Resident to locations other than those described in Section
3.1 without the prior written consent of Sponsor’s Program Director.
13.3 Severability. If any provision of this Agreement is held to be illegal,
invalid, or unenforceable under present or future laws effective during the term hereof,
such provision shall be fully severable. This Agreement shall be construed and enforced
as if such illegal, invalid, or unenforceable provision had never been a part of the
Agreement, and the remaining provisions shall remain in full force and effect unaffected
by such severance, provided that the severed provision(s) are not material to the overall
purpose and operation of this Agreement.
13.4 Waiver. Waiver by either party of any breach of any provision of this
Agreement or warranty of representation herein set forth shall not be construed as a
waiver of any subsequent breach of the same or any other provision. The failure to
exercise any right hereunder shall not operate as a waiver of such right. All rights and
remedies provided for herein are cumulative.
13.5 Modification and Amendments. This Agreement may be amended or
modified at any time by mutual written consent of the authorized representatives of both
parties. Participating and Sponsoring Organization agree to amend this Agreement to the
extent amendment is required by an applicable regulatory authority and the amendment
does not materially affect the provision of this Agreement.
13.6 Effect of Termination. The termination of this Agreement shall not
affect any rights or obligations hereunder which have previously accrued, or shall
thereafter arise, with respect to any occurrence prior to termination, and such rights and
obligations shall continue to be governed by the terms of this Agreement.
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13.7 No Third Party Beneficiaries. This Agreement is entered into by and
between the parties for their benefit. This Agreement is not intended to create and does
not create any right or interest in any Resident, patient, or other third party.
13.8 Entire Agreement. This Agreement and Exhibits attached hereto
contains all the terms and conditions agreed upon by the parties regarding the subject
matter of this Agreement and supersedes any prior agreements, oral or written, and all
other communications between the parties relating to such subject matter.
13.9 Governing Law. This Agreement shall be governed in all respects by the
laws of the State of Arizona. Venue and jurisdiction are exclusively in the state and
federal courts in Arizona.
13.10 Counterparts. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
13.11 Notices. All notices required under this Agreement shall be deemed to
have been fully given when made in writing and deposited in the United States mail,
postage prepaid, certified mail, return receipt requested, and addressed as follows:
13.12 Conflict of Interest. This agreement is subject to the provisions of A.R.S.
§ 38-511.
13.13. Compliance Requirements for A.R.S. § 41-4401, Government
Procurement; E-Verify Requirement:
a) Sponsoring Institution 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 Sponsoring
Institution 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 Sponsoring Institution 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 i.
PHX-140328.604218 13

e) For questions about E-Verify Sponsoring Institution should visit
the following web site: http://www.uscis.gov/portal/site/uscis
To: Sponsoring Organization: Dignity Health
d/b/a St. Joseph’s Hospital and
Medical Center
350 W. Thomas Road
Phoenix, AZ 85013
Attn: Hospital President
Copy to: Dignity Health Legal Department
3030 North Central, Suite 1002
Phoenix, AZ 85012
Attn: Vice President and Associate
General Counsel
To: Participating Organization: Maricopa County Department of
Public Health
4041 North Central Ave. Ste. 1400
Phoenix, AZ 85012
Attn: Strategic Planning & Operations
Copy to: Maricopa County Department of
Public Health
1645 East Roosevelt Street
Phoenix, AZ 85006
Attn: Medical Director, Public Health
Clinics
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers or representatives, as of the day and year indicated on
below.
SIGNATURES APPEAR ON THE NEXT PAGE
PHX-140328.604218 14

SPONSORING ORGANIZATION PARTICIPATING ORGANIZATION
DIGNITY HEALTH, a California MARICOPA COUNTY, by and through its
nonprofit public benefit corporation d/b/a DEPARTMENT OF PUBLIC HEALTH
ST. JOSEPH’S HOSPITAL AND
MEDICAL CENTER
(Signature) (Signature)
By: Patty White By: Bob England, MD, MPH
Its: President/CEO Its: Director, MCDPH
St. Joseph’s Hospital and Medical Center
Date: Date:
Approved as to Form:
Joseph A. Mislove, Esq.
Date: 4/20/2014
604218.doc (Signature)
Dignity Health Legal Department - Phoenix Chairman, Board of Supervisors
Office
Date:
(Signature)
Clerk of the Board
Date:
Approved as to Form:
(Signature)
Deputy County Attorney
Date:
PHX-140328.604218 15

Exhibit A
Program Letter of Agreement
between
Sponsoring Organization’s Residency/Fellowship Program
and
Participating Organization
THIS PROGRAM LETTER OF AGREEMENT is a supplement to the [choose the appropriate
agreement and delete the others along with this instruction: MASTER AFFILIATION AGREEMENT or
ADJUNCT AFFILIATION AGREEMENT or TEACHING SERVICES AGREEMENT] FOR MEDICAL
EDUCATION between DIGNITY HEALTH, a California nonprofit public benefit corporation d/b/a ST.
JOSEPH’S HOSPITAL AND MEDICAL CENTER (“[Participating] [Sponsoring] Organization”) for its
[Name of Specialty] Residency/Fellowship Program, and [NAME OF INSTITUTION] (“[Participating]
[Sponsoring] Organization”).
This Program Letter of Agreement is effective from [Insert Date], and will terminate to coincide
with the termination of the [choose the appropriate agreement and delete the others along with this
instruction: MASTER AFFILIATION AGREEMENT or ADJUNCT AFFILIATION AGREEMENT or
TEACHING SERVICES AGREEMENT].
1. Persons Responsible for Education and Supervision
At Sponsoring Organization: [Insert Name] (“Program Director”) Director, [Name of
Specialty] Residency/Fellowship Program for the following rotation: [Name of Rotation].
At Participating Organization: [Insert Name] (“Site Director”).
The above mentioned people are responsible for the education and supervision of the
residents/fellows while rotating at Participating Organization.
2. Responsibilities
The faculty at Participating Organization must provide appropriate supervision of
residents/fellows in patient care activities and maintain a learning environment conducive to
educating the residents/fellows in the ACGME competency areas. The faculty must evaluate
resident performance in a timely manner during each rotation or similar educational
assignment and document this evaluation at completion of the assignment.
3. Content and Duration of the Educational Experiences
The contents of the educational experiences for [Insert PGY Levels] have been developed
according to ACGME Residency/Fellowship Program Requirements, and include the
following goals and objectives:
[Insert Goals and Objectives].
and/or
PHX-140328.604218 16

[and are delineated in the attached document. (N/A)].
In cooperation with Program Director, Site Director and the faculty at Participating
Organization are responsible for the day-to-day activities of the Residents/Fellows to ensure
that the outlined goals and objectives are met during the course of the educational
experiences at Participating Site.
The duration(s) of the rotation(s) to Participating Site is (are):
[Insert number of weeks] weeks, at [Insert number of days] days per week.
4. Policies and Procedures that Govern Resident Education
Residents/Fellows will be under the general direction of the Sponsoring Organization’s
Graduate Medical Education Committee’s and Program’s Policy and Procedure Manual
and Participating Organization’s policies for [Name of Specialty].
Sponsoring Organization Participating Organization
Program Director: Site Director:
Printed Name Printed Name
Signature Signature
Date Date
Director of Academic Affairs and
Institutional Official
Charles Daschbach, MD, MPH
Printed Name
Signature
Date
PHX-140328.604218 17