AFFILIATION AGREEMENT - MCOME AND MIDWESTERN DENTAL FINAL.DOCX

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AFFILIATION AGREEMENT
This Agreement is made by and between Midwestern University, an Illinois not-for-profit corporation 
registered as an Arizona foreign corporation, with campuses located in Downers Grove, Illinois and in Glendale, 
Arizona, on behalf of its College of Dental Medicine-Arizona (hereinafter “CDMA”) and Maricopa County, a 
political subdivision of the State of Arizona, on behalf of the Maricopa County Office of the Medical 
Examiner, 701 West Jefferson Street, Phoenix, Arizona 85007-2908, (hereinafter "OME").  CDMA and OME are 
sometimes referred to herein individually as “party” or collectively as “parties.”
RECITALS
WHEREAS, CDMA, in connection with educating its students in dentistry, seeks certain practical 
learning and/or clinical experiences for its students, some of which may involve interaction with patients; and
WHEREAS, CDMA desires that certain of its students (“Students”) under the direct supervision, 
control and guidance of a designated Faculty member of CDMA, be permitted to visit and utilize the premises 
of OME to afford such Students the opportunity to have practical learning experiences at OME; and
WHEREAS, Maricopa County and the OME recognize the need for and desires to aid in the educational 
development of Students of dentistry and is willing to permit CDMA’s Students to participate in odontology 
cases to the extent it is reasonable, proper, and professionally acceptable for it to do so.
THEREFORE, the parties hereby agree as follows:
ARTICLE 1:  TERM
1.1
The Term of this Agreement is effective August 1, 2022 and shall terminate on July 31, 2027 subject 
to the termination provisions in Article 12.
1.2
This Agreement may be extended for up to four (4) additional one (1) year periods or any portions 
therefore, through a duly executed amendment signed by both CDMA and OME.
ARTICLE 2:   AGREEMENT LIMITATION
2.1
Each party will retain complete control over such programs of its own that are outside of this 
Agreement.
ARTICLE 3:  SCOPE OF WORK
3.1
Students will participate in services in their assigned areas as mutually agreed upon between OME 
and CDMA. Notice of any changes will be coordinated with the appropriate OME Professional staff.
3.2
Students are not to be considered as ostensible agents, independent health care providers, patient 
advocates, or volunteers, employees or agents of Maricopa County. Furthermore, Students are to 
be considered as individuals participating in educational development programs while participating 
in services pursuant to the terms of this Agreement.
3.3
Nothing in the execution of this Agreement or in its performance shall be construed to establish 
an employer-employee, agency, partnership or joint venture relationship between the Students,

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individually or collectively, and Maricopa County.
3.4
The applicable OME Professional Staff will oversee and modify as necessary the duties of the 
Students, including post mortem procedures, performed in accordance with learning objectives of 
those Students under their supervision.
3.5
Students shall not have authority for decisions regarding the determination of decedent's clinical 
diagnoses, procedures, and/or dispositions as this authority rests with OME Professional staff.
3.6
This Agreement shall apply to all OME's sites in Maricopa County.
3.7
Accreditation Compliance.  This Agreement covers CDMA. The accreditation body ("Accreditation 
Agency") responsible for the accreditation of the academic program is the Commission on Dental 
Accreditation.
ARTICLE 4:   CDMA RESPONSIBILITIES
4.1
Ensure that each Student, if applicable, is appropriately certified and/or licensed pursuant to the 
requirements of the State of Arizona, or shall be deemed exempt from such requirement by the 
appropriate Arizona licensure board, is in good standing in their program, and complies with all 
applicable laws and rules established by the State and Federal Government.
4.2
Provide and coordinate the individual educational and training programs for Students, including, 
but not limited to, recruitment, master schedules, program compliance, curricula development, 
fiscal controls and budgeting, all disciplinary action, and all administrative and overhead costs.
4.3
Ensure that Students agree to comply with all applicable policies, procedures, rules and regulations 
of OME, as provided by OME to the Student(s). Upon OME's request, CDMA shall remove any 
Student for unsatisfactory performance or failure to comply with OME's administrative, patient 
care or decedent policies, procedures, rules and regulations, or any applicable laws and rules of 
the State of Arizona.  OME agrees to provide CDMA a statement in writing of the reason(s) for the 
requested removal of the Student. The withdrawal, dismissal, or removal of a Student shall not 
affect continuation of this Agreement or the continued training of other Students assigned to OME.
4.4
Provide OME, upon execution of this Agreement and separate written request, certification of 
worker’s compensation coverage for eligible Participants who are CDMA employees.
4.5
Provide OME with documentation, upon execution of this Agreement and separate written request, 
that Students have completed:  (a) training in Human Blood and Body Fluid Precautions, as set out 
by Occupational Safety and Health Administration (OSHA) Regulations; (b) immunization for 
Hepatitis B, or signed OSHA declination; (c) annual Tuberculin skin test, chest x-ray, or other 
appropriate health test survey; (d) medical clearance to wear a TB effective respirator, and (e) 
immunization for Measles and Rubella.  CDC and Maricopa County guidelines will be followed 
concerning COVID-19.
4.6
Provide appropriate Professional Protective Equipment (PPE) for CDMA Students.
4.7
Maintain accreditation by the nationally recognized accreditation entity identified in Section 3.7.

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Provide qualified faculty and a structured educational experience to Students in accordance with 
the accreditation standards of the applicable Accreditation Agency, including operating and 
managing the University and their associated medical student program in accordance with 
applicable accreditation guidelines and standards.
ARTICLE 5:   OME RESPONSIBILITIES
5.1
Ensure the availability of qualified applicable professional and medical staff for the oversight, 
immediate and direct supervision of the Students. OME agrees to notify its staff of the obligations 
covered by and agreed to in this Agreement.  Should staff be unavailable for a period of time, a 
pause in services may be necessary for several months.  OME will work to ensure this pause is as short 
as possible.
5.2
Ensure the oversight of Students as set out within this Agreement and that such participation shall 
be performed in a professional manner consistent with like services participated in by licensed 
professionals consistent with the applicable accreditation standards and requirements, as well as 
the requirements, policies, procedures, and practices of OME.
5.3
Maintain exclusive control over the contracting, credentialing, and oversight of its Medical and 
Professional Staff.
5.4
Notify OME Professional Staff involved in oversight of Students of its responsibilities as supervisory 
staff, which include, but are not limited to, participation in formal evaluations of Students' 
performance and their clinical decisions, diagnoses, treatment and/or procedures as applicable.
5.5
Notify CDMA of concerns regarding any Student's safety and/or appropriateness affecting his/her 
ability to carry out the responsibilities set out in this Agreement.
5.6
Provide Students with training in Blood and Body Fluid Precautions pursuant to OME's policies and 
procedures for their facilities and programs.
5.7
OME shall provide to the Students covered by this Agreement emergency medical care and 
treatment in life threatening situations that arise during the Students' educational development at 
OME to the extent such treatment and care is available at OME; however, OME does not provide 
Emergency Room care in its facilities. OME shall provide for the prompt and appropriate transfer 
of the Student to such a facility. In such case, all associated expenses for such medical care and 
treatment shall not be the responsibility of OME.
5.8
The administration of didactic and hands on educational services at the facilities of OME shall be 
the sole responsibility of OME.
5.9
Pursuant to paragraph 5.7 and if applicable, OME agrees that, upon report of exposure to an 
infectious agent or hazardous material of Students (i.e. needle stick, inhalation, mucus membrane 
or skin exposure to blood or body fluids or airborne contaminants) OME will provide for the prompt 
and appropriate transfer or referral of the Student to a facility that CDMA has designated for 
occupational exposure management.  Finally, OME will provide copies of all incident reports 
documenting the circumstances of the exposure to CDMA.  OME will not be responsible for any 
post- exposure testing and further prophylactic drug treatment.

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5.10
In accordance with accreditation guidelines by the appropriate Accreditation Agency identified in 
Section 3.7, OME will comply with, at a minimum, the following requirements:
i.
Ensure responsibility for the control and operation of OME's facilities and its programs.
ii.
Cooperate with CDMA and acknowledge CDMA's sole authority with respect to academic 
programs.
iii.
Use its best efforts to ensure that its environment promotes the development of 
appropriate professional attributes in the Students assigned thereto.
iv.
Provide the clinical facilities and equipment reasonably necessary for the Students' clinical 
training and allow reasonable use of medical libraries, classrooms and conference rooms, 
as mutually agreed.
ARTICLE 6:  MUTUAL RESPONSIBILITIES OF OME AND CDMA
6.1
The personnel of the OME and the faculty of CDMA assigned to the program will confer at such times 
as may be mutually agreed upon to evaluate the educational program.
6.2
The personnel of the OME and the faculty of CDMA assigned to the program will cooperate in providing 
a sound educational environment.
6.3
The specific responsibilities, requirements and information related to the specific programs that are 
attached and incorporated into this Agreement as Special Provisions as necessary. The parties may 
develop special provisions for other programs to be covered by this Agreement.
ARTICLE 7: COMPENSATION/PAYMENT
7.1
All educational development activities involving OME services rendered involving Students covered 
by this Agreement are educational in nature, and therefore, OME or the families of the deceased 
of OME shall pay no monetary compensation nor provide any other benefits to the Students. Any 
salary, stipend, and/or benefits, due a Student shall be the sole responsibility of CDMA.
7.2.
For services provided pursuant to this Agreement, no Maricopa County employee may receive 
directly or indirectly any form of compensation from CDMA in addition to the employee's regular 
Maricopa County salary.
ARTICLE 8: CONFIDENTIALITY
8.1
CDMA shall notify the Students that they are responsible for maintaining the confidentiality of patient 
information. Students shall not have access to, or have the right to review, any medical record, except 
where necessary in the regular course of the training program covered by this Agreement or in 
furtherance of any litigation arising out of Student's rotation at OME.  Additionally, because of CDMA's 
reliance upon OME for information required by federal, state and accreditation requirements, OME 
agrees to provide CDMA access to that information for those purposes.  The discussion, transmission, 
or narration, in any form, by Students of any patient information of a personal nature, medical or 
otherwise, obtained by the Students is forbidden except as a necessary part of the training program 
covered by this Agreement.  CDMA shall affirm that all Students have received all mandatory training 
required by Federal Rules and Regulations for the protection of patients' protected health information

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(PHI) and that departmental records of completion of such training shall be available to OME upon 
written request.  Should OME require any additional training, CDMA shall notify Students of such 
requirement and OME shall provide CDMA with records of such attendance.
8.2
OME and CDMA agree to abide by the limitations set forth in the Family Educational Rights and Privacy 
Act (“FERPA”) and regulations at 34 CFR 99.33 regarding the protection of educational data.  Both 
parties acknowledge that this Agreement allows access to educational data, and agree to hold that 
information in strict confidence.  Both parties agree not to use or disclose educational data received 
from or on behalf of either institution except as permitted or required by this Agreement, as 
otherwise required by law, or as authorized in writing by Student.  
ARTICLE 9:   NON-DISCRIMINATION
9.1
The parties shall comply with all applicable state and federal statutes and regulations governing 
Equal Employment Opportunity, Non-Discrimination and Immigration in the course of carrying out 
duties pursuant to this Agreement.  The Parties shall also comply with the provisions of Executive 
Orders 75-5, as amended by Executive Order No. 99-4, which are incorporated into this Agreement 
by reference as if set forth in full herein. OME agrees that, if a Student files a complaint either with 
OME or CDMA alleging that s/he has been subjected to unlawful discrimination by OME, OME will 
investigate the complaint and provide the results of the OME investigation to CDMA as permitted by 
law. 
ARTICLE 10: AMERICANS WITH DISABILITIES ACT
10.1
The Parties shall comply with all applicable provisions of the Americans with Disabilities Act (Public 
Law 101-336, 42 U.S.C. 12101-12213) and all applicable federal regulations under the Act.
ARTICLE 11:   INSURANCE
11.1
Each party shall furnish to the other, upon execution of this Agreement and separate written request, 
the following as applicable:  certification of general liability insurance coverage and certification of 
professional errors and omissions liability (professional liability) coverage reasonably satisfactory for 
protection of assigned Students as established in accordance with Arizona Revised Statutes 41- 621 
et seq., (State of Arizona Self-Insured Program), or amendments thereof, or other pertinent statutes; 
and/or certification of comprehensive general liability insurance coverage, premises liability 
coverage, and certification of professional errors and omissions liability (professional liability) 
coverage reasonably satisfactory for protection of its employees in amounts of not less than 
$1,000,000 per occurrence and $3,000,000 annual aggregate.  For CDMA, such insurance shall be 
obtained from a reputable insurance company or may be provided through a self-insurance program 
or combination thereof.
11.2
Each party shall notify the other thirty (30) days prior to any discontinuance of such insurance 
coverage. Upon either party's notice of the other's discontinuation of insurance coverage, the 
other party shall then have the right to immediate termination of the Agreement.

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ARTICLE 12: TERMINATION
12.1
Either party may, at any time and without cause, cancel this Agreement by providing the other 
party with ninety (90) days advance notice. The Parties agree that any such termination shall not 
become effective with respect to the Students then enrolled in a training rotation until the 
Students' scheduled rotation is completed, provided that OME continues to have sufficient staffing 
and other resources to continue the program until that date.
12.2
If, in the judgment of either party to the Agreement, the other party does not perform in 
accordance with the conditions of this Agreement, or is otherwise in default of any provision of 
this Agreement, the party claiming non-performance or default shall give written notice to the 
other party specifying the nature of the non-performance or default. If the non-performance or 
default is not corrected within 30 days after receipt of such written notice, or if the non-performing 
or defaulting party fails to diligently pursue remedies for corrections which require more than 30 
days to complete, the party claiming non-performance or default may terminate this Agreement.
12.3
The OME Chief Medical Examiner or his/her designee is authorized to provide notice of termination 
and to terminate this Agreement on behalf of OME under the provisions set out in this Agreement.
12.4
Notwithstanding any other provision in this Agreement, this Agreement may be terminated if the 
Maricopa County Board of Supervisors does not appropriate sufficient monies for the purpose of 
maintaining this Agreement. Should Maricopa County fail to appropriate the necessary funds, OME 
may reduce the scope of its involvement in this Agreement, if appropriate, or cancel this Agreement 
without further duty or obligation. OME shall notify CDMA of such action by delivering notice to 
CDMA as soon as it learns of the unavailability of said funds.
12.5
This Agreement may be canceled pursuant to Arizona Revised Statutes §38-511 as amended, 
without penalty or further obligation, if any person significantly involved in initiating, negotiating, 
creating, drafting, or obtaining this Agreement on behalf of either party is at any time while this 
Agreement or any renewal and extension of this Agreement is in effect, an employee or agent in 
any capacity or a consultant to the other party, with respect to the subject matter of this 
Agreement. Cancellation shall be effective when written notice is received, unless the notice 
specifies a later time.
ARTICLE 13:  ARBITRATION / LITIGATION
13.1
This Agreement shall be governed by the laws of Arizona and the courts of Arizona shall have 
jurisdiction over any litigation arising from or related to the Agreement.
13.2
The parties shall endeavor in good faith to promptly resolve any dispute arising under this Agreement 
by direct negotiations between supervisors or executives who have authority to resolve the matter.  
Such negotiations shall be conducted in the spirit of collaboration and compromise to address the 
legitimate concerns of the parties, while avoiding more costly dispute resolution procedures.
13.3 
The parties agree that pursuant to Arizona Rules of Civil Procedure, any disputes subject to Arizona 
Revised Statutes section §12-133 with an amount in controversy less than or equal to amounts set 
out in Arizona Rules for Compulsory Arbitration shall be resolved by arbitration in Maricopa County.

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ARTICLE 14: NON-WARRANTY
14.1
The parties do not warrant their respective right or power to enter into this Agreement and if the 
same is declared null and void by court action initiated by third persons, there shall be no liability 
to the other party by reason of such action or by reason of this Agreement.
ARTICLE 15: COMPLIANCE
15.1
Each party shall comply with all Federal, State and Local laws, rules, regulations, standards and 
Executive orders, without limitation to those designated within this Agreement. The laws and 
regulations of the State of Arizona shall govern the rights of the parties, the performance of this 
Agreement and any disputes hereunder. Any changes in the governing laws, rules and regulations 
during the terms of this Agreement shall apply, but do not require an amendment.
ARTICLE 16:  REMEDIES
16.1
Either party may pursue any remedies provided by law for the breach of this Agreement. No right 
or remedy is intended to be exclusive of any other right or remedy and each shall be cumulative 
and in addition to any other right or remedy existing at law or at equity or by virtue of this 
Agreement.
ARTICLE 17: SEVERABILITY
17.1
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall 
continue valid and enforceable to the full extent permitted by law.
ARTICLE 18: INDEMNITY
18.1
Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 
'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including 
reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily 
injury of any person (including death) or property damage, but only to the extent that such claims 
which result in vicarious/derivative liability to the indemnitee are caused by the act, omission, 
negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, 
or volunteers.
ARTICLE 19:  SPECIAL PROVISIONS
19.1
The attached Special Provisions, which may set forth additional particular responsibilities of the 
Parties hereto, are, by this reference, made for all purposes a part of this Agreement.  They are not 
intended to limit the Parties to this Agreement from developing Special Provisions for other programs 
covered by this Agreement.  In cases where the representations of the Special Provisions differ from 
those in the General Provisions, the representations of the General Provisions shall control.
19.2
Special Provisions shall be added or amended as necessary to reflect changes including, but not 
limited to, payment, personnel or supervisor changes, and will be attached to and become a part of 
this Agreement when such Special Provisions have been mutually agreed to and signed by the 
appropriate and authorized persons from each party.

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ARTICLE 20: NOTICES
20.1
Any notice under this Agreement shall be deemed sufficiently given if sent by facsimile, courier, 
electronic transmittal or similar reliable means of delivery, with receipt confirmed. Such notice shall 
be directed as set forth below:
CDMA
OME
Midwestern University
Maricopa County OME
Office of the General Counsel
ATTN:  Administrative Director
19555 North 59th Avenue
701 W. Jefferson Street
Glendale, AZ  85308
Phoenix AZ  85007
Attn:  Barbara L. McCloud, Esq.
           VP and General Counsel
With an unofficial copy to:
Midwestern University
Caroline Wells, Sr. Paralegal
Direct:  623-572-3871
cwells@midwestern.edu
ARTICLE 21: USE OF NAME
21.1
Neither party will use the name or trademarks of the other party in any news release, publicity, 
advertising, endorsement, or commercial communication without the prior written approval of the 
other party.
ARTICLE 22: ASSIGNMENT
22.1
No party has the right or the power to assign this Agreement, in whole or in part, without the prior 
written consent of the other parties, and any purported assignment in contravention of this provision 
shall be null and void.
ARTICLE 23:  E-VERIFICATION
23.1
CDMA warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges that it and its 
subcontractors participating under this Agreement, if any, warrant their compliance with all federal 
immigration laws and regulations that relate to their employees and their compliance with A.R.S. §23-
214(A). CDMA further acknowledges that a breach of such warranty shall be deemed a material 
breach of the Agreement that is subject to penalties up to and including termination of the 
Agreement.
23.2
OME retains the legal right to inspect the papers of any contractor or subcontractor employee who 
works on the Agreement to ensure that the contractor or subcontractor is complying with the 
warranty provided above and that the contractor agrees to make all papers and employment records 
of said employee(s) available during normal working hours in order to facilitate such an inspection.

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23.3
Nothing herein shall make any contactor or subcontractor an agent or employee of the contracting 
government entity.
ARTICLE 24:  ENTIRE DOCUMENT
24.1
This Agreement constitutes the entire document, and the understanding among the parties. This 
Agreement may not be modified, amended, altered or extended except through a written 
amendment signed by the parties. 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates indicated below.
MARICOPA COUNTY
By:     
____________________________________
Name: Bill Gates
Title:  Chairman, Board of Supervisors
Date:     
ATTEST:
By: 
                                                                    Date
CDMA:
MIDWESTERN UNIVERSITY
By:     
___________________________________
Name:  Matthew J. Sweeney, CPA
Title:    Vice President and CFO
Date:    
            Sheri Brownstein, D.M.D., M.Ed.
            Dean for CDMA
            
DATE:____________________________
DETERMINATION OF COUNSEL
Pursuant to ARS 11-201, the Agreement has been reviewed by the undersigned attorney 
for Maricopa County who has determined that it is in proper form and is within the 
powers and authority granted under the laws of the State of Arizona.
By: 
Date

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SPECIAL PROVISIONS
NONE