WRMC DI AGREEMENT 2.DOCX

AFFILIATION AGREEMENT BETWEEN
Maricopa County, by and through its Department of Public Health
AND
WESTERN REGIONAL MEDICAL CENTER, INC.
THIS CLINICAL AFFILIATION AGREEMENT ("Agreement") is entered into
this 1st day of July, 2013 (“Effective Date”), by and between Western Regional Medical Center,
Inc., a(n) Arizona corporation located at 14200 W. Fillmore Street, Goodyear, AZ 85338
("Facility") and Maricopa County, by and through its Department of Public Health
("MCDPH"), whose principal office is located at 4041 N. Central Ave., Ste. 1400, Phoenix,
AZ 85012.
WHEREAS, MCDPH desires to utilize Facility for the purpose of providing practical
learning and clinical experiences for its Dietetic Internship program (“Program”) in connection
with its enrolled interns (“Interns”); and
WHEREAS, Facility is a duly licensed and accredited medical facility, established in
accordance with the laws of the state of Arizona and desires to make its various inpatient and/or
outpatient care facilities available for such purposes.
NOW, THEREFORE, it is understood and agreed upon by the parties hereto as follows:
A. SCHOOL RESPONSIBILITIES:
1. Provision of Foundational Curriculum to Interns. MCDPH shall have the total responsibility
for planning and determining the adequacy of the educational experience of Interns in theoretical
background, basic skill, professional ethics, attitude and behavior, and will assign to the Facility
only those Interns who have satisfactorily completed the prerequisite didactic portion of
MCDPH's curriculum. The Program curriculum is described in Exhibit A, which may be
amended from time to time upon mutual agreement of the parties to add or delete program(s)
covered by this Agreement.
2. Insurance. Unless otherwise specified in Exhibit B, MCDPH, at its sole cost and expense,
agrees to obtain and maintain in full force and effect a policy or policies of comprehensive
general liability and professional liability insurance covering MCDPH, its Interns, Faculty and
employees in amounts not less than One Million Dollars ($1,000,000.00) per occurrence and
Three Million Dollars ($3,000,000.00) in the aggregate; and general liability coverage of at least
One Million Dollars ($1,000,000) per occurrence or claim and Two Million Dollars ($2,000,000)
in the aggregate. Such insurance coverage shall be obtained from a reputable commercial
insurance company with an A.M. Best rating of “A” or better or may be provided through an
acceptable self-insurance program or combination thereof. Certificates of insurance evidencing
coverage as specified above must be produced prior to commencement of the Program and
annually thereafter. Facility shall be notified at least thirty (30) days prior to cancellation, notice
of cancellation, reduction, or material change in coverage. In the event the insurance is claims-
made, MCDPH warrants and represents that it will purchase appropriate tail coverage for claims,
demands, or actions reported in future years for acts or omissions during the term of this
Agreement. In the event of insufficient coverage as defined in this Section A.2., or lapse of
coverage, Facility reserves the right to terminate this Agreement immediately.

3. Designation of Liaison to Facility; Communications Relating to Clinical Placements. MCDPH
will designate a faculty or other professional staff member to coordinate and act as its liaison
to the Facility (“Faculty”). The assignments to be undertaken by the Interns participating in the
Program will be mutually arranged and a regular exchange of information will be maintained
by on-site visits when practical, and by letter or telephone in other instances.
MCDPH shall notify the Facility in writing of any change or proposed change of the person(s)
responsible for coordinating clinical placements with the Facility.
4. Evidence of Student Qualifications, Health Requirements. MCDPH shall refer to Facility
only those Interns who have satisfactorily completed the prerequisite portion of the Program that
is applicable to Facility. MCDPH shall also provide evidence that each Intern has met all
requirements of CPR certification, hepatitis B vaccination, and OSHA compliance for prevention
of transmission of blood borne pathogens and TB.
5. Criminal Background Check and Drug Screen Compliance. Where applicable, a criminal
background check and drug screen, as specified in Exhibit B, and as required by and acceptable
to the Facility, shall be required of each placed Student prior to participation in the Program. It is
MCDPH's responsibility to ensure that the background check and drug screening have been
completed and that Interns with unacceptable results will not participate at Facility.
6. MCDPH Notices to Interns. MCDPH shall notify each Intern prior to his/her arrival at the
Facility that he/she is required to:
(a) Follow the administrative policies, standards, and practices of the Facility.
(b) Obtain medical care at his/her own expense for any injuries or illnesses sustained
during assignment to the Facility.
(c) Provide his/her own transportation and living arrangements.
(d) Report to the Facility on time and follow all established regulations during the
regularly scheduled operating hours of the Facility.
(e) Conform to the standards and practices established by MCDPH while functioning at
the Facility.
(f) Obtain prior written approval of the Facility and MCDPH before publishing any
material relating to the Program experience.
(g) Meet the personal, ethical and professional standards required of employees of the
Facility and consistent with the applicable professional Code of Ethics and the applicable
standards of The Joint Commission and/or other relevant accrediting or regulatory bodies.
B. FACILITY RESPONSIBILITIES:
1. Provision of Facilities. Subject to the provisions of Section C.2 of this Agreement, the Facility
agrees to make the appropriate facilities available to MCDPH in order to provide supervised
clinical experiences to Interns. Such facilities shall include an environment conducive to the

learning process of the Interns as intended by the terms of this Agreement and conforming to
customary Facility procedures.
2. Facility Rules Applicable to Program. Interns are to remain subject to the authority, policies,
and regulations imposed by MCDPH and, during periods of clinical assignment, Interns will be
subject to all rules and regulations of the Facility and imposed by the Facility on its employees
and agents with regard to following the administrative policies, standards, and practices of the
Facility.
3. Patient care. While at the Facility, Interns are not to replace the Facility staff, and are not to
render service except as identified for educational value and delineated in the jointly planned
educational experiences. Any such direct contact between an Intern and a patient shall be under
the proximate supervision of a member of the staff of the Facility. The Facility shall at all times
remain responsible for patient care.
4. Emergency Treatment of Interns. In case of emergency, standard procedure will be followed.
It is the Intern's responsibility to bear the cost of the emergency treatment.
5. Designation of Liaison to MCDPH. The Facility shall designate a liaison responsible for
coordinating the clinical placements. That person shall maintain contact with MCDPH's
designated liaison person to assure mutual participation in and surveillance of the Program. The
Facility shall notify MCDPH in writing of any change or proposed change of the person(s)
responsible for coordinating the clinical placements.
6. Identity and credentials of Facility supervising personnel. The Facility shall designate and
submit in writing to MCDPH, the name and professional and academic credentials of the
individual(s) overseeing Student(s) experiences.
7. MCDPH Tour of Facility. The Facility shall, on reasonable request and subject to legal
restrictions regarding patient health information, permit a tour of its clinical facilities and services
available and other items pertaining to clinical learning experiences, by representatives of
MCDPH and agencies charged with responsibility for approval of the facilities or accreditation of
the curriculum, on such date(s) and time(s) mutually agreed by the parties.
8. Provision of Relevant Facility Policies. The Facility shall provide the Student(s) and MCDPH
the Facility's administrative policies, standards and practices relevant to the Program.
9. FERPA Compliance. The Facility shall comply with the applicable provisions of the Family
Educational Rights and Privacy Act of 1974, 20 USC 1232 (g), otherwise known as FERPA or
the Buckley Amendment, and shall take all measures necessary to ensure the confidentiality of
any and all information in its possession regarding MCDPH's Interns who train at the Facility
pursuant to this Agreement.
C. OTHER RESPONSIBILITIES:
1. Compliance with Patient Privacy Laws. MCDPH agrees to abide by and require that its Faculty
and Interns abide by all applicable state and federal laws, rules and regulations regarding patient
privacy, including but not limited to, the Standards for Privacy of Individually Identifiable Health
Information as required under the Health Insurance Portability and Accountability Act of 1996,

each as amended from time to time (“HIPAA”). Interns shall be required to comply with the
Facility's policies and procedures regarding the confidentiality of patient information and the use
of all such information. The parties will notify one another if there are known breaches of this
confidentiality. If during the term of this Agreement, the Department of Health and Human
Services, Office of Civil Rights or any other empowered federal or state agency, court or
administrative tribunal determines that MCDPH or any other educational institution similar to
MCDPH is a Business Associate ("Business Associate"), as described in the federal privacy
regulations, MCDPH shall, upon a date mutually agreed by the parties, abide by the conditions
and requirements as stated in Exhibit C through the remainder of the term of this Agreement.
2. Determination of Instructional Period. The course of instruction will cover a period of time as
arranged between MCDPH and the Facility. The beginning dates and length of experience shall
be mutually agreed upon by MCDPH and the Facility.
3. Determination of Number of Participating Interns. The number of Interns eligible to participate
in the clinical placement will be determined and may be changed by mutual agreement of the
parties. Notwithstanding the foregoing, the Facility and MCDPH agree and understand that the
availability of clinical placements at Facility during the term of this Agreement may periodically
be affected by a variety of factors. In such event, Facility may reduce the number of Interns
eligible to participate in the clinical education program with prior notice to MCDPH and adequate
time for MCDPH to reassign the Student(s) to another clinical site. The Facility agrees further to
accommodate Interns of MCDPH who are similarly displaced from other clinical affiliates of
MCDPH to the extent that clinical space is available at the Facility.
4. Evaluation of Interns' Clinical Experiences. Evaluation of the clinical learning experiences of
the Interns will be accomplished jointly by MCDPH and the Facility. Appropriate School and the
Facility staff will communicate on a regular basis for the purpose of reviewing and evaluating
current clinical experiences offered to Interns.
5. Removal of Interns
(a) MCDPH has the right to remove an Intern from a clinical education program. MCDPH shall
notify the Facility of such removal in writing.
(b) The Facility may immediately remove any Intern participating in a Program from the
Facility's premises for behavior that the Facility deems to be an immediate threat to the health or
welfare of its patients, staff members, visitors, or operations or a detriment to achievement of the
stated objectives of the Program, as determined in Facility’s sole discretion. In such event, the
Facility shall notify MCDPH in writing of its actions and the reasons for its actions as soon as
practicable
D. TERM AND TERMINATION OF AGREEMENT:
1. The term of this Agreement shall be from July 1, 2013 through June 30, 2018 (“Term”).
2. This Agreement may be terminated by either party upon thirty (30) days prior written notice to
the other party. Notwithstanding anything herein to the contrary this Agreement shall continue
until all of those Interns participating in the dietetic internship program at the time of written
notice of the termination of the Agreement have completed their training experience.

E. ADDITIONAL TERMS:
1. Mutual Indemnification. Subject to applicable state law, neither party to this Agreement shall
be legally liable for the consequences, whether bodily injury or property damage, occasioned by
an act, omission, or neglect chargeable to the other party. Each party agrees to defend, indemnify
and hold the other party, its officers, directors, agents, employees, affiliates, successors and
assigns harmless for all losses, liabilities, claims and expenses whatsoever, including reasonable
attorneys fees, arising out of any act or omission of the indemnifying party (including its agents,
employees, Interns and other affiliated persons and representatives) relating to, arising out of, or
in connection with this Agreement. Where Worker's Compensation or other obligation for
payment of benefits may arise, this Agreement shall neither enlarge nor diminish such obligation.
These obligations shall survive the expiration or earlier termination of this Agreement.
2. Additional Insurance Coverage. Any additional applicable insurance coverage requirements
shall be set out by the parties in Exhibit B to this agreement.
3. Confidentiality. Each party and their respective agents, employees, Faculty, Interns and
representatives shall protect from unauthorized disclosure all information, records and data
pertaining to Facility patients, the Interns or the operations, facilities and staff of both MCDPH
and Facility. These obligations shall survive the expiration or earlier termination of this
Agreement.
4. Medical Records. All medical records of patients treated or observed by Interns of MCDPH
shall remain at all times the sole property of Facility and may not be copied or removed from
Facility by Interns or MCDPH Faculty without the express written consent of Facility. At all
times during the Term of this Agreement and thereafter, Interns and MCDPH shall protect from
unauthorized disclosure all information, records and data pertaining to Facility, its patients, staff,
facilities and corporate affiliates.
5. Qualifications of MCDPH Faculty. MCDPH represents and warrants that relevant faculty
members are appropriately certified and/or licensed. MCDPH will provide the Facility with
copies of evidence of certifications or licensures.
6. Assignment. This Agreement may not be assigned without the prior written consent of the
other party, which will not be unreasonably withheld.
7. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or
written, between the parties hereto with respect to the subject matter hereof. No changes or
modifications of this Agreement shall be valid unless the same are in writing and signed by the
parties. No waiver of any provisions of this Agreement shall be valid unless in writing and signed
by the parties.
8. Severability. If any provision of this Agreement or the application thereof to any person or
situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement,
and the application of such provision to persons or situations other than those to which it shall
have been held invalid or unenforceable, shall not be affected thereby, but shall continue valid
and enforceable to the fullest extent permitted by law.

9. Non-Discrimination. The parties hereto shall abide by the requirements of Executive Order
11246, 42 U.S.C. Section 2000d and the regulations thereto, as may be amended from time to
time, Arizona Executive Order No. 2009-09, and the Rules and Regulations of the Arizona Office
of Human Rights. There shall be no unlawful discrimination or treatment because of race, color,
religion, sex, national origin, ancestry, military status, sexual orientation or handicap in the
employment, training, or promotion of Interns or personnel engaged in the performance of this
Agreement.
10. Employment status. No assigned Intern or MCDPH Faculty member under this Agreement
shall in any way be considered an employee or agent of the Facility nor shall any such Intern or
Faculty member be entitled to any fringe benefits, Worker's Compensation, disability benefits or
other rights normally afforded to employees of the Facility.
11. Notice to Parties. Any notice, demand or request required or permitted to be given under the
provisions of this Agreement shall be in writing and shall be deemed to have been duly given
under the earlier of (a) the date actually received by the party in question, by whatever means and
however addressed, or (b) the date sent by facsimile (receipt confirmed), or on the date of
personal delivery, if delivered by hand, or on the date signed for if sent by an overnight delivery
service, to the following addresses, or to such other address as either party may request, in the
case of MCDPH, by notifying the Facility, and in the case of the Facility, by notifying MCDPH:
If to the Facility: Western Regional Medical Center, Inc.
14200 W. Fillmore Street
Goodyear, AZ 85338
Attention: Sharon Day
Facsimile: (623) 207-3921
If to MCDPH: Maricopa County Department of Public Health
4041 N. Central Ave. Ste. 1400
Phoenix, AZ 85012
Attention: Strategic Planning & Operations Supervisor
Facsimile: (602) 506-6885
With Copy to: Maricopa County Department of Public Health
4041 N. Central Ave. Ste. 700
Phoenix, AZ 85012
Attention: Dietetic Internship Manager
Facsimile: (602) 506-9330
or to such other addresses as the parties may specify in writing from time to time.
12. 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.
.

13. Compliance Requirements For A.R.S. § 41-4401, Government Procurement; E-Verify
Requirement
(a) The Facility 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 the Facility may be subject to
penalties up to and including termination of the Agreement.
(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 the Facility 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 13 (a).
(e) For questions about E-Verify the Facility should visit the following web site:
http://www.uscis.gov/portal/site/uscis.
14. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute one and the same
instrument.
15. No Third-Party Beneficiaries. This Agreement shall inure exclusively to the benefit of and be
binding upon the parties hereto and their respective successors, assigns, executors and legal
representatives. Nothing in this Agreement, expressed or implied, is intended to confer on any
person other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement.
16. Binding Agreement. This Agreement shall be binding upon MCDPH and the Facility, their
successors, employees, agents and assigns, during the initial term of this Agreement and any
extensions thereof.
17. Captions for reference only. The captions contained in this Agreement are for convenience of
reference only and do not define, describe, or limit the scope or intent of this Agreement or any of
its provisions.
18. Signature Authorization. Any individual executing this Agreement on behalf of the Facility
represents and warrants to MCDPH that they are duly authorized to execute this Agreement on
behalf of the Facility, and that upon their signature this Agreement shall be binding upon the
Facility.

IN WITNESS WHEREOF, the duly authorized representatives of the parties have caused this
Agreement to be executed as of the day and year first set forth above.
MARICOPA COUNTY WESTERN REGIONAL MEDICAL
Acting by and through its Department of CENTER, INC.
Public Health
By: By:
Chairman, Date
Maricopa County Board of Supervisors Name:
Title:
Attest:
Clerk of the Board Date
Director, MCDPH Date
Approved as to Form Date

EXHIBIT A
PROGRAM DETAILS

EXHIBIT B
PROGRAM SPECIFIC REQUIREMENTS
(Each program shall have its own program specific requirement checklist)
Maricopa County Department of Public Health
Program: Dietetic Internship
Facility requires: Yes No
1. Proof of professional and general liability insurance (paragraph A.2)
 Yes  No
2. Proof of comprehensive health insurance (paragraph A.2)
 Yes  No
3. Verification that Interns have met requirements for:
(paragraph A.4)
a. Current CPR health care provider card
 Yes  No
b. Hepatitis vaccination
 Yes  No
c. OSHA compliance for prevention of transmission of blood borne pathogens and TB
 Yes  No
d. Other
 Yes  No
4. Criminal background check (paragraph A.5)
If yes, type of check:
Yes  No
5. Drug screen (paragraph A.5)
If yes, type of screening
 Yes  No
6. Acceptance of faith-based provision addendum (if included)
 Yes  No
7. Evidence of relevant faculties’ certifications or licensures (paragraph E.5)
 Yes  No
8. Additional insurance coverage (paragraph E.2)
 Yes  No

9. Other
 Yes  No
MCDPH requires:
1. Copy of relevant Facility policies (paragraph B.8)
 Yes  No
2. Evidence of academic credentials, certifications and licensures of individual(s) overseeing
student(s) experiences (paragraph B.6)
 Yes  No
3. Other
 Yes  No

EXHIBITC
1. Definitions
The following definitions apply to this Exhibit to the Agreement.
a. Business Associate. "Business Associate" shall mean MCDPH as designated in the
Agreement.
b. Covered Entity. "Covered Entity" shall mean the hospital Facility designated in the Agreement.
c. Individual. "Individual" shall refer to a patient and have all the same meaning as the term
"individual" in 45 CFR §164.501 and shall include a person who qualifies as a personal
representative in accordance with 45 CFR §164.502(g).
d. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually
Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.
e. Protected Health Information. Protected Health Information ("PHI") shall have the same
meaning as the term "PHI" in 45 CFR §164.501, limited to the information created or received
by Business Associate from or on behalf of Facility.
f. Required By Law. "Required By Law" shall have the same meaning as the term "required
by law" in 45 CFR §164.501.
g. Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human
Services or his designee.
h. Capital Terms. All other capital terms referenced herein shall bear the meaning ascribed
thereto in the Agreement.
i. Designated Record Set. “Designated Record Set” shall mean a group of records maintained by
or for a Covered Entity that are: (i) medical and billing records about individuals maintained by r
for a covered health care provider; (ii) the enrollment, payment, claims adjudication and case or
medical management record systems maintained by or for a health plan; or (iii) used, in whole or
in part, by or for the Covered Entity to made decisions about individuals. For purposes of this
definition, the term record means any item, collection or grouping of information that includes
PHI and is maintained, collected, used or disseminated by or for a Covered Entity.
2. Obligations of Business Associate
a. Business Associate agrees to not use or disclose PHI other than as permitted or required by
the Agreement or as Required by Law.
b. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the
PHI other than as provided for by the Agreement.
c. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is
known to Business Associate of a use or disclosure of PHI by Business Associate in violation of
the requirements of the Agreement.
d. Business Associate agrees to report to the Facility any use or disclosure of the PHI not

provided for by the Agreement of which it becomes aware.
e. Business Associate agrees to ensure that any agent, including a subcontractor, to whom
it provides PHI received from, or created or received by Business Associate on behalf of the
Facility, agrees to the same restrictions and conditions that apply through this Agreement to
Business Associate with respect to such information.
f. If Business Associate obtains PHI in a Designated Record Set, Business Associate shall
provide access, at the request of the Facility, and in the mutually agreed time and manner, to
any such PHI in a Designated Record Set, to the Facility or, as directed by the Facility, to an
Individual in order to meet the requirements under 45 CFR §164.524.
g. If Business Associate obtains PHI in a Designated Record Set, Business Associate agrees
to make any amendment(s) to PHI in a Designated Record Set that the Facility directs or
agrees to pursuant to 45 CFR §164.526 at the request of the Facility or an Individual, and in
the mutually agreed time and manner.
h. Business Associate agrees to make internal practices, books, and records, including policies
and procedures and PHI, relating to the use and disclosure of PHI received from, or created or
received by Business Associate on behalf of the Facility, available to the Facility or to the
Secretary, in a mutually agreed time and manner or as designated by the Secretary, for purposes
of the Secretary determining the Facility's compliance with the Privacy Rule.
i. Business Associate agrees to document such disclosures of PHI and information related to
such disclosures as would be required for the Facility to respond to a request by an Individual
for an accounting of disclosures of PHI in accordance with 45 CFR §164.528.
j. Business Associate agrees to provide to the Facility or an Individual, in a mutually agreed
time and manner, PHI obtained in accordance with this Agreement, to permit the Facility to
respond to a request by an Individual for an accounting of disclosures of PHI in accordance
with 45 CFR§164.528.
3. Permitted Uses and Disclosures by Business Associate
Except as otherwise limited in the Agreement, Business Associate may use or disclose PHI
to perform functions related to the clinical portion of the Nursing Program under the Affiliation
Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by
the Facility or the minimum necessary policies and procedures of the Facility.
4. Obligations of the Facility and Provisions for the Facility to Inform Business
Associate of Privacy Practices and Restrictions if Relevant to Business Arrangement
a. The Facility shall notify Business Associate of any limitation(s) in its notice of privacy
practices of Facility in accordance with 45 CFR §164.520, to the extent that such limitation may
affect Business Associate's use or disclosure of PHI.
b. The Facility shall notify Business Associate of any changes in, or revocation of, permission
by Individual to use or disclose PHI, to the extent that such changes may affect Business
Associate's use or disclosure of PHI.
c. The Facility shall notify Business Associate of any restriction to the use or disclosure of
PHI that the Facility has agreed to in accordance with 45 CFR §164.522, to the extent that such
restriction may affect Business Associate's use or disclosure of PHI.

5. Permissible Requests by the Facility. The Facility shall not request Business
Associate to use or disclose PHI in any manner that would not be permissible under the Privacy
Rule if done by the Facility.
6. Term and Termination
a. The obligations of this Attachment shall be effective upon the same date as the Effective
Date of the Agreement and shall continue until all PHI provided by Facility to Business
Associate, or created or received by Business Associate on behalf of the Facility, is destroyed or
returned to Facility. If it is infeasible to return or destroy PHI, all protections are extended to
such PHI, in accordance with the termination provisions in this Section of the Attachment.
b. Upon the Facility's knowledge of a material breach of this Attachment by Business
Associate, the Facility shall either:
(i) Provide an opportunity for Business Associate to cure the breach or end the
violation and terminate the Agreement if Business Associate does not cure the breach or end the
violation within the time specified by and to the satisfaction of the Facility;
(ii) Immediately terminate the Agreement if Business Associate has breached a
material term of this Agreement and cure is not possible; or
(iii) If neither termination nor cure is feasible, the Facility shall report the violation to
the Secretary.
c. Upon termination of the Agreement, for any reason, Business Associate shall return or
destroy all PHI received from the Facility, or created or received by Business Associate on
behalf of the Facility, unless otherwise mutually agreed, in writing, by the parties. If Business
Associate destroys all or some of the PHI, Business Associate shall deliver to the Facility an
authorized and executed Affidavit, attesting to the facts of such destruction. Business Associate
shall retain no copies of the PHI. This subsection shall also apply to PHI that is in the
possession of subcontractors or agents of Business Associate
d. In the event that Business Associate determines that returning or destroying the PHI is
infeasible, Business Associate shall provide to the Facility notification of the conditions that
make return or destruction infeasible. Upon mutual agreement between Business Associate and
the Facility, that return or destruction of PHI is infeasible, Business Associate shall extend the
protections of this Attachment to such PHI and limit further uses and disclosures of such PHI
to those purposes that make the return or destruction infeasible, for so long as Business
Associate maintains such PHI.
7. Interpretation.
Any ambiguity in this Exhibit C shall be resolved to permit the Facility to comply with the
Privacy Rule.