MARICOPA COUNTY & PLNU UNIVERSAL CLINICAL EXPERIENCE AGREEMENT 080522.PDF
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CLINICAL EXPERIENCE AGREEMENT
BETWEEN
POINT LOMA NAZARENE UNIVERSITY
and
MARICOPA COUNTY
THIS CLINICAL EXPERIENCE AGREEMENT is executed and entered into by and between
POINT LOMA NAZARENE UNIVERSITY (“University”) and Maricopa County, to be
administered by Maricopa County Correctional Health Services (the “Clinical Site”).
RECITALS
WHEREAS, the University is a California non-profit institution of higher education, and is
currently engaged in the education of students interested in health care and related fields; and
WHEREAS, the University desires its students to obtain a clinical learning experience (“Clinical
Experience”) from the Clinical Site; and
WHEREAS, the Clinical Site operates a facility or facilities at which it is willing to provide a
Clinical Experience to certain University’s students enrolled in its College of Health Sciences
Programs, including: Athletic Training, Physician Assistant, Kinesiology, Emergency Medical
Technician (“EMT”) (collectively referred to as “Students”); and
NOW THEREFORE, IT IS MUTUALLY AGREED by and between the University and the
Clinical Site as follows:
A.
Term:
1.
The Initial Term of this Agreement shall begin on August 17, 2022 and end on May
9, 2027.
2.
This Agreement may be renewed for successive terms upon the parties signing a
mutually acceptable amendment to this Agreement. The initial term and any
renewal terms shall be collectively referred to as the “Term”.
B.
Termination.
1.
This Agreement may be terminated by either party if the other party materially
breaches this Agreement and such breach remains uncured for 30 days after the
breaching party receives written notice from the non-breaching party that describes
in reasonable detail the nature of such breach.
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2.
Either party may terminate this Agreement for any reason or no reason upon
providing the other party at least 90 days’ prior written notice of termination.
3.
Notwithstanding anything to the contrary in this Agreement, the parties agree that
any termination of this Agreement will not take effect with respect to any Students
who are currently participating in Clinical Experiences at the Clinical Site until
such time as such Students have completed their Clinical Experiences for the
semester or instructional period of their placement.
C.
University Agrees:
1.
To assume full responsibility for the planning and implementation of the academic
program in which Students are enrolled. University will also be responsible for
selecting and evaluating its Students who are assigned to the Clinical Site.
2.
To be responsible for the coordination of student schedules and assignments in
cooperation with the designated Clinical Site personnel.
3.
To designate a representative as a coordinator to liaise with a Clinical Site
representative to coordinate and implement Students’ schedules and other activities
for their Clinical Experience at the Clinical Site. University’s coordinator will also
work with Clinical Site’s representative to inform Clinical Site about certain
educational objectives of the program that the parties will mutually implement as
part of the Clinical Experience at the Clinical Site. University will also notify
Clinical Site if it designates a new or replacement coordinator.
4.
To ensure that the Students have completed the necessary didactic portion of their
academic curriculum to prepare them for their Clinical Experience at the Clinical
Site and are in good academic standing. University is also responsible for
confirming that Students have completed all industry-standard background checks,
drug screens and immunizations/vaccinations prior to their Clinical Experience at
the Clinical Site.
5.
To provide preemptive guidance for Students assigned to the Clinical Site for a
Clinical Experience. Prior to a Student beginning a Clinical Experience, University
faculty or the University coordinator will be responsible for communicating and
working with appropriate personnel at the Clinical Site to interpret the goal for the
Student’s Clinical Experience and to gain understanding of the Clinical Site’s
practices and requirements of the Students.
6.
To be responsible for identifying one or more licensed personnel who have clinical
privileges at the Clinical Site and who have agreed to serve as preceptors to instruct
and supervise the Students during their Clinical Experience at the Clinical Site
(“Preceptors”). University will provide the names of the identified Preceptors to
Clinical Site. University and Clinical Site will mutually approve the final
Preceptors who will train and supervise the Students at the Clinical Site.
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7.
To ensure that each Student is covered by their own health insurance prior to their
Clinical Experience at the Clinical Site.
8.
To ensure Students successfully complete instruction regarding blood borne
pathogens and universal precautions, if necessary, prior to beginning their Clinical
Experience and that they comply with Occupational Safety and Health
Administration regulations.
9.
To provide Students with training regarding the confidentiality of protected health
information under the Health Insurance Portability and Accountability Act
(“HIPAA”) Privacy Regulations, if applicable, prior to their Clinical Experience at
the Clinical Site.
10.
To instruct its Students assigned to the Clinical Site to comply with Clinical Site’s
policies and procedures that have been previously provided in writing by Clinical
Site to University.
11.
Upon Clinical Site’s request, to require Students assigned to the Clinical Site to
wear or display nametags or other identification as Students as mutually agreed
with Clinical Site so that Clinical Site staff and patients and/or clients are aware of
the relationship between the Students and Clinical Site.
12.
To maintain written records and reports of each Student’s Clinical Experience at
the Clinical Site.
13.
To comply with all applicable Federal, State, and local laws, rules, and regulations
regarding its performance under this Agreement, as well as its accreditation
requirements. University will notify Clinical Site in writing of any change to its
relevant program’s accreditation status.
14.
That Students shall be responsible for arranging their own transportation to and
from the Clinical Site.
15.
To require its Students assigned to the Clinical Site to attend Clinical Site’s
orientation training.
16.
That University, as an educational institution, is subject to and will comply with
the provisions of the Family Educational Rights and Privacy Act (“FERPA”) with
respect to Students’ “education records” (as defined in FERPA).
17.
At its own expense, to procure and maintain during the Term Commercial General
Liability and Student Practices Liability insurance, or a program of self-insurance,
covering its Students’ and faculty’s activities under this Agreement, with limits of
$1,000,000 per occurrence and $3,000,000 annual aggregate.
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D.
Clinical Site Agrees:
1.
To designate a representative as a coordinator to liaise with University’s
representative to coordinate and implement Students’ schedules and other activities
for their Clinical Experience at the Clinical Site. Clinical Site will also notify
University if it designates a new or replacement coordinator.
2.
To work with University to mutually determine the number and period of
assignments of Students to be placed at Clinical Site’s facilities.
3.
To provide University Students and faculty assigned to the Clinical Site with an
educationally oriented Clinical Experience and with access to Clinical Site’s patient
and/or client care facilities and, within its established policies, to provide University
Students and faculty with access to sources of information that may be helpful to
optimize the Students’ Clinical Experience at the Clinical Site. These sources of
information may include patient and/or client charts, electronic medical records,
care card files, procedure books, library resources, and other reference materials.
4.
To cooperate with University in mutually approving the Preceptors. The Preceptors
will be responsible for instructing, training, and supervising the Students at all times
during their Clinical Experience at the Clinical Site, including without limitation
allowing the Students to observe and assist with patient care and in other aspects of
clinical professional practice consistent with the relevant program. The Preceptors
shall render services and patient care in a competent, professional, safe, effective
and ethical manner pursuant to prevailing standards and applicable laws and
regulations. Clinical Site will promptly notify University in writing if it
(i) terminates or restricts a Preceptor’s clinical privileges at the Clinical Site,
(ii) learns that a Preceptor’s professional license or certification is disciplined,
suspended, revoked or otherwise restricted, (iii) receives information that a
complaint or report regarding a Preceptor’s competence or conduct is made to any
state medical or professional licensing agency, and/or (iv) becomes aware that a
Preceptor is convicted of a felony or crime of moral turpitude.
5.
To provide University Students and faculty, prior to the start of the Clinical
Experience, an on-site orientation and training regarding Clinical Site’s facilities
and specific policies and procedures to which Students and faculty must comply,
and to provide to University copies of such policies and procedures. Clinical Site
will also provide University with any changes to its policies and procedures that
will affect the Students’ Clinical Experience at the Clinical Site before the Students
will be expected to comply with such changes.
6.
To provide sufficient direction and oversight to Students participating in Clinical
Site activities appropriate to the activities being performed in order to provide a
safe and productive Clinical Site experience.
7.
To retain sole professional and administrative responsibility for all patient and/or
client care and for all services rendered to patients and/or clients at the Clinical Site.
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Clinical Site agrees not to place an unreasonable reliance on Students performing
patient and/or client care activities at the Clinical Site, and further confirms that the
Students are trainees and will not replace Clinical Site staff.
8.
Upon University request, to provide to University assessments and written reports
about each Student’s performance in their Clinical Experience at the Clinical Site.
University, however, shall at all times remain solely responsible for the academic
grading of Students.
9.
To maintain the particular professional license associated with its Clinical Site and
comply with all applicable Federal, State, and local laws, rules, and regulations
regarding its performance under this Agreement, as well as its accreditation
requirements. Clinical Site also agrees to notify University in writing of any change
to Clinical Site’s license or accreditation status.
10.
To permit inspection of its facilities by agencies charged with accrediting
University and its relevant program, upon prior written notice and during normal
business hours. Clinical Site has the right to have its designated representative
present during any such inspection.
11.
To provide or assist in providing interim emergency medical care and treatment to
any Student who becomes ill or injured during their Clinical Experience at the
Clinical Site, including without limitation treatment immediately following
exposure to blood-borne pathogens or other infectious or environmental hazards.
The Student will be responsible for paying the costs of such care or treatment.
12.
That it will create and have access to Student performance assessments, background
checks and other personally identifiable information about the Students, and
perhaps other “education records” of Students during the Clinical Experience, all
of which are protected under FERPA. Clinical Site agrees that for purposes of this
Agreement, Clinical Site shall be considered a “School Official” with a “legitimate
educational interest” (as those terms are used in FERPA) in such “education
records”. Accordingly, Clinical Site shall comply with FERPA with respect to such
“education records” of Students.
13.
To provide the same cafeteria and parking privileges at the Clinical Site, if any, to
University Students and faculty as are available to Clinical Site staff, to the extent
available. Clinical Site also agrees to use reasonable efforts to provide such
Students and faculty with conference rooms, storage spaces and similar areas, if
available, as may be necessary for storage of personal items, teaching or planning
activities in connection with their Clinical Experience at the Clinical Site.
14.
To notify University in writing, prior to taking any action against a Student,
regarding any of Clinical Site’s or its patients’ and/or clients’ concerns or
complaints about a Student’s performance or unsatisfactory conduct during their
Clinical Experience at the Clinical Site. In such cases, Clinical Site will cooperate
with University to address those issues, including without limitation steps to further
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train and remediate the Student as part of their Clinical Experience. Except in
circumstances where a Student presents an immediate threat to the health and safety
of Clinical Site’s patients and/or clients or personnel, Clinical Site shall not remove
a Student from its facilities or the Clinical Experience without engaging in the
process described above.
15.
To provide all necessary personal protective equipment for Students’ use during
their Clinical Experience at the Clinical Site in compliance with all applicable laws
and regulations.
16.
At its own expense, to procure and maintain during the Term Commercial General
Liability and Professional Medical Liability insurance, or a program of self-
insurance, covering its employees’ activities and the provision of medical or other
relevant care and its business operations under this Agreement, with limits of
$1,000,000 per occurrence and $3,000,000 annual aggregate.
E.
It is mutually agreed that:
1.
In the performance of this Agreement, there shall be no discrimination based solely
on race, color, religion, sex, age, national origin, veteran status or handicap in either
the selection of Students to participate in the Clinical Experience at the Clinical
Site, or as to any aspect of the Clinical Experience at the Clinical Site.
2.
Both parties will cooperate in the planning and administration of a suitable program
for the Students pursuant to this Agreement.
3.
University Students and faculty members assigned to the Clinical Site shall at no
time be considered to be agents or employees of Clinical Site by virtue of their
educational affiliation with Clinical Site under this Agreement. The Preceptors and
Clinical Site personnel shall not at any time or for any purpose be considered
faculty members or employees of University.
4.
Neither party is the agent or legal representative of the other party, nor do they have
the right or authority to bind the other party in any way.
5.
Neither party has any obligation to pay compensation or other remuneration to the
other party or to any Students or faculty participating in the Clinical Experience at
the Clinical Site.
6.
This Agreement shall not be construed to create any partnership, joint venture or
other business combination between Clinical Site and University.
7.
For purposes of HIPAA, where applicable, since Students are trainees and
University’s faculty members who may visit the Clinical Site are volunteers, and
since University does not provide any services to Clinical Site under this
Agreement or otherwise, the parties agree that such Students and faculty are part of
Clinical Site’s “workforce” (as defined in the HIPAA Privacy Regulations at
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45 C.F.R. §160.103), and accordingly no Business Associate Agreement is required
between University and Clinical Site.
8.
Each party represents that it has not been sanctioned by or excluded from
participation in any Federal or State healthcare program, including Medicare and
Medicaid. Each party further agrees that if it should be so sanctioned or excluded
in the future, it will promptly notify the other party and the other party will have
the right to terminate this Agreement pursuant to Termination, above.
9.
Each party agrees not to cancel or materially change its respective insurance
without providing 30 days’ prior written notice to the other party. Upon either
party’s request, the other party will provide a certificate of insurance evidencing
compliance with its respective insurance obligations under this Agreement.
10.
Each party acknowledges that, during the Term, it will have access to patient and/or
client data, proprietary and confidential information about the other party or its
constituents (“Confidential Information”). Each party agrees to protect and
maintain the confidentiality of the other party’s Confidential Information.
11.
Each party shall not disclose, release, sell, assign, commercially exploit or use the
other party’s Confidential Information for any purpose, except as necessary to
operate and manage the Clinical Experience for the Students or as required by law.
12.
Each party shall indemnify, defend and hold harmless the other party, the other
party’s affiliates, and their respective trustees, directors, officers, employees,
Students, faculty, agents, representatives, successors and assigns (collectively
“Indemnified Parties”) against all damages, claims, actions, liabilities, losses and
other expenses, including without limitation reasonable attorney’s fees, expert
witness fees, consultant fees and other costs, incurred by or asserted against
Indemnified Parties, whether or not a lawsuit or other proceeding is filed
(“Claims”), that in any way arise out of or relate to (a) the indemnifying party’s
acts, omissions, negligence or willful misconduct with respect to its performance
under this Agreement; and/or (b) the indemnifying party’s non-compliance with
any applicable Federal, State or local laws, rules or regulations with respect to its
performance under this Agreement; provided, however, that an indemnifying
party’s indemnity hereunder shall not apply or extend to any acts or omissions of
the other party or its representatives, or to any acts or omissions of University’s
Students or faculty that are related to patient care or other Clinical Experience
activities and are undertaken pursuant to the direction or supervision of the
Preceptors or other healthcare providers employed by, on staff of, or affiliated with
Clinical Site.
13.
The indemnifying party shall not enter into any settlement, stipulated judgment or
other arrangement of such Claims that (i) imposes any obligation on the
Indemnified Parties, (ii) does not unconditionally release the Indemnified Parties
from all liability, and/or (iii) would reasonably be expected to have an adverse
effect on any of the Indemnified Parties’ reputation or business, without the
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Indemnified Parties’ prior written consent. Notwithstanding the above, the
Indemnified Parties, at their expense, shall have the right to retain separate
independent counsel to provide advice to them regarding their interests in such
Claims.
14.
This Agreement constitutes the entire agreement between the parties regarding the
subject matter hereof and supersedes all prior or contemporaneous understandings,
oral or written, regarding such subject matter. This Agreement can only be amended
by a writing signed by both parties.
15.
Any notice required or desired to be given hereunder must be in writing and shall
be effective when delivered in person or three (3) days after being deposited in the
U.S. mail, certified or registered mail, return receipt requested, and postage prepaid,
or the following business day if sent by overnight courier guaranteeing next-
business day delivery, and addressed as follows:
Notice to UNIVERSITY
Point Loma Nazarene University
Physician Assistant Education Department
3900 Lomaland Drive
San Diego, CA 92106-2899
Notice to CLINICAL SITE
Donna Campbell, CHS Education Nursing Supervisor
3250 W. Lower Buckeye Road
Phoenix, AZ 85009
Each party may change its respective contact information by giving notice to the other party in
accordance with this Section.
16.
This Agreement shall be interpreted and enforced according to the laws of the State
of Arizona without application of its conflicts or choice of law rules.
17.
Neither party shall have the right to assign or otherwise transfer or delegate, in
whole or in part, any of its rights or obligations under this Agreement without the
other party’s prior written consent, which will not be unreasonably withheld or
delayed.
18.
If any provision hereof is found by a court of competent jurisdiction to be invalid,
void or unenforceable, the remaining provisions shall remain in full force and
effect, and the affected provisions shall be revised so as to reflect the original intent
of the parties hereunder to the maximum extent permitted by applicable law.
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19.
The failure to enforce any provision of this Agreement shall not be deemed a waiver
or a continuing waiver of the same or another provision of this Agreement unless
such waiver is in writing and signed by the waiving party.
20.
Agreement may be executed in several counterparts that together shall be originals
and constitute one and the same instrument. The parties agree that a facsimile, pdf
or other electronic signature or electronic transmission of a signed version of this
Agreement shall be deemed an original signature and binding on the signing party.
21.
In no event shall either party be liable for any indirect, special, exemplary or
consequential damages or expenses, whether foreseeable or not, that are in any way
related to this Agreement or its subject matter. These limitations apply to all claims
and actions of any kind or nature and on any theory of liability, regardless of
whether either party has been advised of the possibility of such damages and
notwithstanding any failure of the essential purpose of any limited remedy.
22.
The rights and remedies of each party as provided in this Agreement shall be
cumulative and not exclusive of their rights and remedies at law or in equity.
23.
Each of the signatories to this Agreement represents that he or she has the authority
to execute this Agreement and to bind its respective party to all of the provisions of
this Agreement.
24.
This Agreement is solely for the benefit of University and Clinical Site, their
respective permitted successors and assigns, and the Indemnified Parties identified
above, and no third party or other entity has any right, benefit, remedy, or interest
under or by reason of this Agreement.
25.
In the event a dispute arises regarding this Agreement, the prevailing party shall be
entitled to recover reasonable attorney’s fees and costs in addition to any other relief
to which it is entitled.
26.
Neither party shall issue or distribute any press release or public announcement
about this Agreement or use for any purpose the name, trademark or logos of the
other party without the other party’s prior written consent.
27.
The parties agree all of these provisions of this Agreement pertaining to
confidentiality of records, indemnification, notice, validity, waiver, damages,
remedies, third-party beneficiaries, attorneys’ fees, and publicity shall survive the
expiration or termination of this Agreement.
28.
This Agreement constitutes the entire understanding between the parties hereto
relating to the matters herein contained and supersedes any and all prior
agreements, discussions or understandings with respect to these matters.
29.
This Agreement is subject to cancelation pursuant to A.R.S. § 38-511.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective
dates written below.
POINT LOMA NAZARENE UNIVERSITY
MARICOPA COUNTY
By : ____________________________
By:______________________________
Name: Kerry Fulcher, Ph.D.
Name: __________________________
Title: Provost and Chief Academic Officer
Title: Chairman, Board of Supervisors
Date:______________________
Date:_____________________
ATTESTED TO:
By: ________________________________
Name: ______________________________
Title: Clerk of the Board
Date: _______________________________
APPROVED AS TO FORM:
By: ________________________________
Name: _____________________________
Title: Deputy County Attorney
Date: ______________________________
Wayne J. Peck
August 5, 2022