BANNER HEALTH DI AGREEMENT 3.PDF
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Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 1 of 14 EDUCATION AFFILIATION AGREEMENT Excludes Residents and Fellows (Banner Health Contract Number 0101-03-109511) THIS EDUCATION AFFILIATION AGREEMENT (“Agreement”) is entered into by and between and Maricopa County, acting by and for its Department of Public Health (the “County”), whose principal office is located at 4041 N. Central Ave. Ste. 1400, Phoenix, AZ 85012 and Banner Health, an Arizona nonprofit corporation, on behalf of itself and as agent for its consolidated affiliates (collectively “Banner”), whose principal office is located at 2901 N. Central Ave. Ste. S160, Phoenix, AZ 85012 (County and Banner are collectively the “Parties” and individually the “Party”). RECITALS: A. County wishes to participate with Banner in providing intern experiences at Banner (the “Facility or the “Facilities”) in all healthcare-related programs mutually agreed upon by Banner and County, and subject to the pre-approval by Banner’s Center for Health Careers Department (“Program”); and B. Banner wishes to cooperate in the development of settings for intern experiences for interns enrolled in Programs at County and Banner; and C. Such intern experiences shall be of mutual interest to County and Banner; and D. This Agreement will supersede and replace any prior agreements entered into between the Parties for these same program(s). NOW THEREFORE, in consideration of the foregoing objectives and in further consideration of the covenants and promises hereinafter set forth, the Parties mutually agree as follows: INCORPORATION: The Recitals set forth above are incorporated herein and made a part of this Agreement. I. TERM AND TERMINATION. The term of this Agreement shall begin on March 2, 2021 and shall remain in effect until June 30, 2024, unless sooner terminated in accordance with the terms hereof. This Agreement may be terminated by either Party at any time without cause by giving the other Party at least thirty (30) days prior written notice. Reasonable effort shall be made to provide notice that shall not take effect during a clinical experience (“Rotation”), except for extraordinary reasons. II. FACILITIES AND PROGRAMS. 1. Program/Programs. For greater clarity and avoidance of doubt “Program/Programs”: A. may include but not be limited to, all pre-approved non-resident healthcare related programs for (i) allied health students or interns (i.e.: dietetics, nursing, physical therapy, speech therapy, nutrition, pharmacy, hospital administration/business administration, etc.) with Rotations at Facilities, including Banner Medical Group Health Centers and Clinics or Banner Health Facilities; and (ii) all allopathic, osteopathic, podiatric, dental, medical and physician assistant students with Rotations at Facilities, including Banner Medical Group health centers and clinics, Banner Ambulatory Provider Group centers or Banner Health Facilities. A list of such Facilities may be found at the following link, as updated from time to time: https://www.bannerhealth.com/locations; and Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 2 of 14 B. shall exclude all residents and fellows at any Banner Facility. A “resident” is a physician who holds the degree of MD, DO, or MBBS, MBChB, or BMed and who practices medicine under the supervision of an attending physician. A “fellow” is a physician who has completed their residency and elects to complete further training in a specialty. 2. Program Specific Terms and Conditions. The Parties may enter into any number of Program addenda under this Agreement, which shall specify the Program specific terms and conditions applicable to those Program Rotations. Such Program specific terms and conditions shall be attached to this Agreement and hereby specifically incorporated by reference as “Exhibit A”. III. RESPONSIBILITIES OF COUNTY. 1. Board Disclosure. County shall, upon the request of Banner, fully disclose in writing to Banner all of the members of its governing board. 2. Administrative Personnel and Teaching Faculty. County shall pay for and provide an administrative framework and shall appoint one (1) or more qualified employees (such employees of County may sometimes be referred to herein as “faculty”, “faculty member(s)”, “on-site faculty”/“on-site faculty member(s)”, “staff”, “staff member(s)” and/or “personnel”) adequate in number, qualifications and competence to develop and carry forward its courses in the Programs. County shall also be responsible for planning and implementing the Rotations by selection, counseling and evaluation of its faculty, personnel and interns. The name and contact information for said representative(s) will be provided to Banner or Banner’s designee(s) prior to the start of every Rotation. 3. Coordination of Rotation Experience. County shall provide a supervisory staff member whose responsibility shall be to: (a) coordinate the clinical experience of all Rotations; (b) verify intern’s completion of Banner-approved online orientation requirements; (c) facilitate the adequate exchange of information between County faculty and Banner staff; (d) communicate changes in Banner policies and programs to County and to all interns; (e) communicate educational standards and requirements applicable to the Rotation; (f) communicate and acknowledge in writing any intern incidents that may arise at Facility including, but not limited to, unprofessional behavior and license-related issues; and (g) if applicable, assure that any County personnel who provide in- person supervision of interns at Facilities complete an annual orientation. 4. Off Site Supervision. When on-site supervision is not conducted by the County, the County shall arrange, in cooperation with Banner, for qualified employees or staff members of Banner (“Supervising Faculty”) to assume the responsibility of on-site clinical instruction and supervision of interns as mutually agreed upon by the Parties while such interns are rotating at a Facility. Supervising Faculty shall be employed by or contracted with Banner, shall be in good standing with Banner, and shall have the appropriate licensure and credentials applicable to the Program in which the intern shall be supervised. It is expressly agreed and understood between the Parties that those Supervising Faculty and/or staff members of Banner and/or any Facility that may be accorded an honorary adjunct clinical faculty appointment by County shall not constitute the appointed party as an employee, agent, or representative of County and shall not obligate County to insure, defend, or indemnify any such appointed party. 5. Standards of Education. The educational Programs and maintenance of the standards of instruction required for accreditation shall be the primary responsibility of County. The Programs and standards provided shall be of a form and type sufficient for interns to participate and complete course objectives for a intern experience from an County or accrediting body. County shall provide course objectives/ competencies to the department hosting the rotation prior to the commencement of said Rotation. Basic education for interns shall be on a college level and County, through the actions of its faculty and its Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 3 of 14 Registrar, shall give academic credit to Program interns. County shall only refer for Rotations those interns who are in good academic standing in the applicable Program, and County is required to submit, or cause to be submitted, verification of such good standing. To complete program graduation requirements, the interns will meet the core competencies and most recent version of standards for the RDN as listed by the Accreditation Council for Education in Nutrition and Dietetics (ACEND) for the dietetic internship programs. All interns will receive a copy of these competencies. 6. OSHA Guidelines and Training. County shall comply with the Occupational Safety and Health Act (“OSHA”) bloodborne pathogen regulations and agrees to provide comprehensive infection control training to all interns that, based on the intern’s Program or Rotation, would be at risk for exposure to bloodborne pathogens. The training shall include instruction on bloodborne pathogens and OSHA bloodborne pathogen regulations, standard precautions, tuberculosis, tuberculosis prevention and control measures, and appropriate use of personal protective equipment. No intern shall be allowed exposure to patients with known tuberculosis during the Rotation. If the Program requirements include access and experience with patients in isolated rooms, due to airborne infectious disease (such as Respiratory Therapist programs), then County must provide or assure that the intern has obtained a respiratory mask- fit testing as required by OSHA. Upon report of occupational exposure to blood or bodily fluids by a intern during the Rotation, Banner agrees to provide post-exposure evaluation, source patient testing, and initial prophylactic treatment according to the most recent Centers for Disease Control guidelines. Banner shall not provide HIV or Hepatitis B follow-up. The exposed individual shall be responsible for follow up with his/her own physician or other medical personnel. Banner shall not be responsible for payment of any prophylactic treatment or any additional follow up care, care from other providers, or care provided beyond the first week following the exposure. 7. Electronic Medical Record Training. Depending on the Program and location, certain County teaching faculty and interns may be required to complete electronic medical record training on or before the first day of a Rotation. County shall provide specific faculty and intern information to enable Banner to enroll the intern in Banner’s electronic health record (EHR) system. 8. Advise Interns of Their Obligations. County shall be responsible for advising its interns of and for requiring compliance by interns with such interns’ obligations under this Agreement, and all obligations to patients in the clinical education process, which shall include but not be limited to: A. Complying with the administrative policies, standards, practices, parking rules and all other regulations in effect at the Facility. Interns will receive notification of such during Banner orientation; B. Wearing clean and appropriate clothing (no jeans, shorts, sleeveless shirts, false nails, or facial jewelry), and shoes that are enclosed; C. Reporting to the Facility on time; D. Conforming to the standards and practices established by County while training at the Facility, to the extent that those standards and practices do not conflict with those of Banner. E. Comply with current Banner intern badge requirements. Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 4 of 14 F. Interns are not permitted access to the physician parking area or physician lounge. G. Interns are required to complete a Banner-approved orientation which may include on-line lessons further describing Banner’s policies and procedures. 9. Housing and Transportation. Provisions for housing and transportation shall be the responsibility of the intern or County. 10. Evaluation of Banner. County shall require that County faculty, or whoever is responsible for supervising intern from County, and intern complete a Banner evaluation of the intern experience. Banner shall make applicable evaluation form available to intern and County. 11. Non-Liability of Banner. No intern, faculty or County personnel shall ever be deemed to be the employees or agents of Banner. Banner shall not be liable for any salaries or compensation whatsoever, including worker’s compensation insurance, and no interns shall have any right to claim any benefit or privilege as an employee or agent of Banner. Subject to any applicable state law which might limit such liability, County shall assume sole and complete liability for the negligent acts and omissions of all interns. In the event one (1) or more interns should, independent of this Agreement, be employed by Banner, this Article shall not apply during the hours in which such interns are performing her/his employed services for Banner. 12. Health Insurance. Banner shall not provide health insurance coverage to interns. All interns shall be responsible for providing their own health insurance coverage. 13. Liability Insurance. County shall furnish, or cause to be furnished, Banner with certification of comprehensive general liability insurance coverage, or a comparable program of self-insurance, with minimum limits of One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate for the protection of assigned interns; and certification of professional liability insurance coverage with minimum limits of One Million Dollars ($1,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00) annual aggregate for the protection of assigned interns during Rotations. County, or the insured interns, shall provide evidence of such insurances acceptable to Banner as a prerequisite to and in conjunction with the execution of this Agreement, or at least forty-eight (48) hours before the commencement of any Rotation. Notwithstanding the foregoing, this provision shall not be considered a waiver of County’s right to assert the defense of governmental immunity under the applicable state law. 14. Compliance with Health Insurance Portability and Accountability Act (HIPAA). County shall direct interns to comply with the policies and procedures of Banner, including those governing the use and disclosure of individually identifiable health information under federal law, specifically 45 CFR parts 160 and 164. Solely for the purpose of defining the interns’ role in relation to the use and disclosure of Banner’s protected health information, the interns are defined as members of Banner’s workforce, as that term is defined by 45 CFR 160.103, when engaged in activities pursuant to this Agreement. However, the interns are not and shall not be considered to be employees of Banner. 15. Confidentiality. County agrees to protect the confidential relationship of Banner and Banner’s patients and the confidential status of Banner’s records. County further agrees to advise interns that all patient information is confidential and that all interns are required to protect any such confidential information. 16. Health Requirements. All interns and onsite faculty shall meet all applicable health standards as established by any applicable governmental authority and implemented by Banner for each clinical Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 5 of 14 Rotation area (“Health Standards”). Banner shall have the right to terminate the Rotation of any intern/ on-site faculty for failure to comply with the Health Standards or when the health status of such interns is detrimental to the health and/or safety of Banner patients or staff as determined by Banner. Health Standards are further described in “Exhibit B”, attached hereto and incorporated herein by reference. Proof of compliance with Health Standards shall be uploaded to Banner preferred intern tracking system and maintained per Banner document retention policy. 17. Drug Screening. County shall assure that County’s interns and on-site faculty (if applicable) participating in a Rotation at a Facility shall, if requested by Banner, submit to “for cause” drug screening in a similar manner and under policies similar to those affecting employees of Banner. The results of the drug screening may be disclosed in the event of a claim against Banner arising out of the acts of the intern or on-site faculty. Prior to any intern participating in a Rotation at any Facility, County agrees to have each intern and on-site faculty (a) agree in writing that Banner may, at any time, require a “for cause” drug screen; (b) execute a consent for release of the results of the drug screening information to Banner; and (c) acknowledge that intern may be precluded from participating in a Rotation at Banner if “for cause” drug screening is declined or if intern does not execute a consent for release. 18. Compliance Training. Banner has implemented a corporate compliance program to ensure compliance with federal, state, and local laws and regulations. County shall either: (i) provide an attestation that is reasonably acceptable to Banner stating that County has a compliance program that meets federal, state, and local requirements, train the employees and agents involved in providing the Programs (the “County Personnel”) through County’s compliance program, and provide materials as requested, including but not limited to, a code of conduct, compliance policies, training modules, and training logs, to validate the representations made in the attestation; or (ii) require County Personnel to attend Banner’s corporate compliance training. IV. RESPONSIBILITIES OF BANNER. 1. Maintenance of Services. Banner shall be responsible for developing and maintaining services to all of Banner’s patients including those patients involved in any Rotation, and Banner shall at all times provide an adequate, competent staff to be responsible for these services and they shall not be performed by County’s interns except as they relate to the Rotation. All interns’ entries in the medical record must be dated, signed and properly authenticated at the conclusion of each entry which shall consist of the practitioner’s name and professional title indicating the professional credential. 2. Intern Coordinator. Each Facility shall provide a Banner staff member with adequate educational background and experience to provide organization and management of services in accordance with contracts, policy and procedures (“Intern Coordinator”). The Intern Coordinator shall be responsible for determining and collecting any additional legal, regulatory, or Banner policy requirements for interns and/or instructors, as applicable and shall act as a liaison between County and Facility. 3. Intern Liaison. Each Facility shall provide a designated staff member to facilitate the intern learning experience for those interns who do not have an County faculty member at the Facility (“Intern Liaison”). 4. Non-Liability of County. Banner shall assume and maintain primary responsibility for services rendered to all of Banner’s patients and shall assume and maintain complete control and supervision over all Banner employees and no Banner employees shall ever be deemed to be the employees or agents of County. Except to the extent Banner employees or faculty are acting as an employee or agent of County, County shall not be liable for any salaries and employees of Banner shall not have the right or claim to any benefit or privilege as an employee or agent of County. Banner shall assume sole and complete Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 6 of 14 liability of all acts and omissions that clearly fall in the realm of Banner worker’s delineated and outlined responsibilities, and shall indemnify and hold harmless County from any and all liability to all such acts or omissions. 5. Oversight Responsibility for Patient Care. Banner is responsible for the supervision of interns assigned to its Facilities under this Agreement. The County and its interns and staff not responsible for the individual care of Banner’s patients, and individual patient care is not covered, supervised, or paid for by the County or its staff. The County does not derive direct revenue from patient care activity at the Facilities. Interns shall not have implied, presumptive or apparent authority or independent health care responsibilities for Banner’s patients and are not to be considered as ostensible agents, independent health care providers, patient advocates, employees or agents of Banner Health, or individuals practicing in an extended role while providing health care under the terms of this Agreement. 6. Supervisory Obligation. All patient care services provided by interns shall be under the direct and exclusive supervision and control of physicians and staff employed by or having clinical privileges at the Banner Facility where services are provided. The Intern Coordinator shall be responsible for assigning staff to supervise the interns while at Banner Facilities. 7. Inspection for Accreditation. Banner shall, on reasonable request, permit the inspection of Rotation facilities, records and other items pertaining to the Rotation, by County or its accrediting agencies. 8. Access to Facility(s). Interns shall have access to the designated areas and service departments of Facility(s) during periods of actual instruction or preparation and practice courses in the clinical areas. Except as provided herein, access of interns shall be restricted to teaching areas, laboratories, library, dining facilities, medical records, office and other designated areas provided by Banner. Interns must obey and comply with all Banner rules at all times while in a Facility. 9. Program Planning. Banner shall provide each intern with a planned program of hands-on experience, consistent with the educational objectives established by County for the Program. 10. Orientation. All interns are required to attend a Banner orientation. Banner shall provide each intern with access to pertinent rules and regulations, including applicable confidentiality rules and regulations and procedures regarding patient health information. 11. Evaluation of Intern Performance. Banner shall participate in the evaluation of intern performance upon completion of the Rotation as requested by County. County shall provide applicable evaluation forms to Banner. 12. Insurance. Banner shall maintain in force during the term of the Agreement professional liability insurance coverage, comprehensive general liability insurance coverage, including blanket contractual liability of One Million Dollars ($1,000,000.00) per claim and Three Million Dollars ($3,000,000.00) in the annual aggregate, and workers' compensation insurance coverage, as required by law. All of these requirements may be satisfied through a program of self-insurance. 13. Background Screening. Prior to participating in the Program at a Facility, Banner or Banner’s designated vendor will conduct comprehensive background checks on all interns and County’s faculty (if such faculty shall be on-site at Facilities). Background checks will comply with state and federal regulations while respecting and protecting the rights and privacy of the individuals. Information obtained will be maintained by Banner Secure Hire and Banner Human Resources and shall not be shared with anyone except on a strict need-to-know basis or as required by law. Banner or its designated background screening vendor will obtain the necessary signatures and waivers needed to conduct the background Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 7 of 14 check. Banner will not accept an individual as an intern (or on-site faculty, as applicable) if such individual refuses to submit to a criminal records/background check, or makes a false statement or omission of any material fact or has practiced or attempted to practice any deception or fraud in the background check process. Banner reserves the right to conduct periodic and/or random background checks as it deems necessary (i.e.: for cause, concern, etc.) V. RESPONSIBILITIES OF COUNTY AND BANNER. 1. Cost of Programs. Except as expressly stated otherwise in any of the exhibits attached hereto and incorporated by reference, each Party shall pay all of its own costs associated with its participation in the Programs. 2. Employment Practices and Record Keeping. Each Party’s respective employment, healthcare and record keeping practices shall conform to all federal, state and local statutes, ordinances and rules and regulations. Upon reasonable request, each Party shall provide the other with any information or certificates which may be required to prove compliance with such statutes, ordinances and rules and regulations or for licensure, accreditation, and quality assurance purposes. Banner shall not be required to prepare or maintain any records with respect to interns of County engaged in the clinical learning experiences at Banner. County shall not be required to keep or maintain any patient records. 3. Scheduling Assignments. The faculty of County and the supervisory staff of Banner shall have a mutual responsibility in selecting the number of interns to work in any particular Facility, area or Program, and the clinical area to be utilized by each intern. Banner reserves the right to limit the number of interns assigned to any particular clinical area. Banner also reserves the right to refuse at any time to schedule Rotations for interns in any Program in any Facility under this Agreement, and to determine and designate, and from time to time to change, those patients, patient groups and clinical areas which may be included in the Rotation. Banner shall communicate these limitations to County as soon as reasonably possible. County and all interns shall comply with all such designations, restrictions and limitations imposed by Banner. 4. Scope of Rotation Experience. County shall provide the Intern Coordinator a current copy of the applicable Program syllabus for all the interns in each Rotation, as well as the approved Statement of Objectives for the clinical experience desired of its interns. County shall supply such materials and intern names no less than fourteen (14) working days prior to commencement of the Rotation. Banner may, in its reasonable discretion, restrict the activities of interns during the Rotation, and shall only be obligated to allow interns to perform those activities associated with the Programs that Banner has pre-approved in writing. County and all interns agree to comply with all such designations, restrictions and limitations imposed by Banner. 5. Request for Withdrawal of Unsatisfactory Interns. At any time during this Agreement Banner may request that County withdraw from a Rotation any intern whose personal characteristics or conduct adversely affects or in any way prevents desirable relationships within Banner, whose health status is a detriment to the successful completion of the Rotation or to the welfare of patients or whose performance, after appropriate instruction and counseling, continues to fall below the level required to maintain practice standards. In the case of such a request, County shall immediately withdraw the intern from the Rotation. However, Banner, in its sole discretion, may take independent corrective action, including summary dismissal of any intern whose behavior or conduct is an immediate threat to the health and well-being of Banner or Banner’s patients. In that event, Banner shall notify County immediately thereafter. 6. Family Educational Rights and Privacy Act. Both Parties recognize that they are bound to comply with the Family Educational Rights and Privacy Act (Buckley Amendment) in the handling of Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 8 of 14 educational records of interns enrolled in their programs. Both Parties shall allow employees and agents of the other Party access to the educational records maintained by the other Party in properly administering their duties and obligations under this Agreement and to the individual interns. It is also agreed that each Party shall thoroughly orient their employees and agents of their obligations under the Family Educational Right and Privacy Act and shall maintain their practices in strict accordance with the requirements of said Act. Each Party shall not be permitted to authorize any further disclosure of educational records of interns of the other Party to persons or entities not a party to this Agreement without first having received permission of the other Party and having obtained assurances that the other Party has fully complied with the provisions of the Family Educational Rights and Privacy Act. Any permitted disclosure to persons or entities not a party to this Agreement shall be under the conditions that no further disclosure by such Parties shall be permitted. 7. Indemnification. To the extent permitted by applicable law, but without waiving any rights under an applicable state Governmental Immunity Act, each Party does hereby covenant and agree to indemnify and hold harmless the other Party, its appointed boards and commissions, officials, officers, board members, employees, subcontractors, agents and subagents (the “Indemnitees”), individually and collectively from all fines, claims, demands, suits or actions of any kind and nature by reason of the indemnifying Party’s acts or omissions occurring in the performance of this Agreement. 8. Compliance with Applicable Third Party Standards. Both Parties shall comply with all third party standards applicable to the Program, as such standards may be amended from time to time, including, but not limited to: (i) the standards of the Joint Commission, the Accreditation Council for Education in Nutrition and Dietetics (ACEND), and other accreditation agencies, (ii) the standards, rulings and regulations of any federal, state and local governmental agency, corporate entity or individual having authority to administer, regulate, or otherwise set standards for healthcare facilities, and (iii) third party payor standards and requirements. Where both Banner and County, including their respective employees or agents, participated in the liability causing event, each Party shall contribute to the common liability a pro rata share based upon its relative degree of fault. 9. Compliance with Employment Law. County agrees to comply with all federal, state, and local laws, regulations, ordinances, and orders governing immigration, equal employment opportunity, and affirmative action that are applicable to County, including 42 U.S.C. Sec. 2000(e) et seq., the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 503 and 504 of the Rehabilitation Act of 1973, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, the Immigration Reform Act of 1986, the Americans with Disabilities Act, Executive Order 11246 of September 24, 1965, Executive Order 13496 of January 30, 2009, and all amendments and applicable regulations pertaining to any of them, including 41 C.F.R. §§ 60.1.4(a)(7), 60-250.5, 60-300.5 and 60-741.5 (imposing anti-discrimination and affirmative action requirements) and 29 C.F.R. Part 471, appendix A to subpart A. 10. No Federal Exclusion. County hereby states that, to the best of its knowledge, neither County nor any officer, director, or trustee of County, nor any immediate family or household member (as that term is defined by Public Law 105-33, §4303) of such officer, director, or trustee, nor any employee responsible for the performance of the obligations of County hereunder (each a “Relevant Party”) has been placed on the sanctions list issued by the Office of the Inspector General of the Department of Health and Human Services pursuant to provisions of 42 U.S.C.§1320a.7 or been excluded from government contracts by the General Services Administration (GSA) , and that no such action is pending. If, during the term of this Agreement, County or any Relevant Party is placed on the sanctions list, County shall immediately notify Banner in writing of the event and such notice shall contain the reasonably sufficient information to allow Banner to determine the nature of the sanction. Banner shall have the right to terminate this Agreement immediately by written notice to County if Relevant Party is placed on the sanctions list or banned from government contracts by the GSA. Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 9 of 14 11. Independent Contractor. The Parties mutually agree that the relationship to exist between County and Banner is not a joint venture but is an independent contract relationship and that neither shall be the agent of the other. The Parties agree to promote quality education and patient care and to seek to render the best service possible to the public. Shared performance between Banner professional staff and interns shall be encouraged as available during the Rotation. Publication of any materials, resulting from participation of any of the interns under this Agreement, shall require written mutual consent or approval from both Parties to this Agreement. Each Party shall be responsible for maintaining its accreditation, licensing and credentials, and those of its respective personnel and interns and both Parties agree to furnish evidence of such to the other Party on written request. Each Party shall be responsible for notifying the other of any loss or reduction in its accreditation, licensing or credentials. 12. Change in Law. If any new federal or state law, regulation or rule is enacted, or if there is a change in any federal or state law, regulation or rule that affects this Agreement, the activities of either Party under this Agreement, or either Party’s performance or ability to perform under this Agreement, or any change in the judicial or administrative interpretation of any such law, regulation, or rule, and either Party reasonably believes in good faith that such change shall have a substantial, adverse effect on such party’s business operations or its rights or obligations under this Agreement, then such party may, upon written notice, require the other party to enter into good faith negotiations to renegotiate the terms of this Agreement. If (a) the parties are unable to reach an agreement concerning the modification of this Agreement within the earlier of (i) forty-five (45) days after the date of the notice seeking renegotiation, or (ii) the effective date of the change, or (b) the change is effective immediately, then either party may immediately terminate this Agreement upon written notice of such termination to the other party. 13. Regulatory Termination. If, prior to the expiration of the term of this Agreement, any federal, state or local regulatory body, including but not limited to the Centers for Medicare and Medicaid Services (CMMS), the Department of Health and Human Services (DHHS) or the Internal Revenue Service (IRS) determines that this Agreement is illegal or jeopardizes either party’s tax exempt status or otherwise materially affects either party’s business, then the affected party shall give the other party such notice as is reasonable in the circumstances and shall make available a reasonable period within which to cure. If the parties initiate no acceptable cure or remedy, then the affected party may terminate this Agreement. 14. Non-Exclusive Agreement. This Agreement is not exclusive. Accordingly, both Banner and County shall have the right to enter into one (1) or more agreements relating to the same or similar matters as are covered by this Agreement and execution by Banner or County of such agreements shall not constitute a breach of this Agreement. That means that County is free to contract with other parties to participate in providing intern experiences, and Banner is free to contract with other parties to participate in providing intern experiences. 15. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party. If consent to an assignment is obtained, this Agreement is binding on the successors and assigns of the parties to this Agreement. Notwithstanding any provision of this Agreement to the contrary, Banner shall have the right to assign or otherwise transfer its interest under this Agreement to any “related entity.” For the purposes of this Section, a related entity shall be deemed to include a parent, subsidiary, any entity that acquires all or substantially all of Banner's assets or operations relating to this Agreement, and the surviving entity of any merger or consolidation involving Banner. Any assignment to a related entity shall not require the consent or approval of County in order to be effective. 16. Corporate Authority. The individual(s) executing this Agreement on behalf of, or as a representative for, a corporation or other person, firm, partnership or entity, represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of the such corporation, person, firm, Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 10 of 14 partnership or other entity and that this Agreement is binding upon the such entity in accordance with its terms. 17. Waivers. No waiver of the enforcement or breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of the enforcement of any other agreement or provision herein contained. No extension of time for performance of any obligations or acts shall be deemed an extension of the time for performance of any other obligations or acts. 18. Severability. If any provision of this Agreement, or any application thereof to any person, shall be invalid or unenforceable to any extent, the remainder of this Agreement, and the application thereof to other persons or circumstances, shall not be impaired, and shall be enforced to the fullest extent permitted by law. 19. Force Majeure. Neither party shall be liable for any delay in performance or any failure in performance hereunder caused in whole or in part by reason of force majeure, which shall be deemed to include the occurrence of any event beyond the control of the parties, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot and other acts of civil disobedience, action of a public enemy, laws, regulations or acts of any national, state or local government (or any agency, subdivision or instrumentality thereof), judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God. 20. Counterparts. This Agreement may be executed in one (1) or more copies or counterparts, each of which when signed shall be an original, but all of which together shall constitute one (1) instrument. Signatures submitted via telecopy or electronic signature shall have the same force and effect as original signatures and, as such, shall be valid and binding upon the parties hereto. 21. 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 of proceedings related to or stemming from this Agreement will be in the state or federal courts sitting in Phoenix, Arizona. 22. Integration and Amendment. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements between the parties. All prior negotiations between the parties are merged in this Agreement, and there are no understandings or agreements other than those incorporated herein. In the event of any conflict between the provisions of this Agreement and any exhibit or attachment, the provisions of this Agreement shall control. This Agreement may not be modified except by written instrument signed by both parties. 23. Notice. Any notice that is required to be given under this Agreement shall be in writing, and shall be deemed delivered when personally delivered or three (3) days after the same is sent by certified mail, postage prepaid as follows: Maricopa County Department of Public Health: Maricopa County Department of Public Health Attn: Strategic Planning & Operations 4041 N. Central Ave. Ste. 1400 Phoenix, AZ 85012 Copy To: Maricopa County Department of Public Health Attn: Dietetic Internship Program 4041 N. Central Ave. Ste. 1400 Phoenix, AZ 85012 Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 11 of 14 Banner: Banner Center for Health Careers Department Banner Health 2901 North Central Avenue Suite S160 Phoenix, AZ 85012-2700 Copy to: Chief Legal Officer/General Counsel Banner Health Legal Department 2901 North Central Avenue Suite S160 Phoenix, AZ 85012-2700 24. Physician Ownership. County expressly represents and warrants that one of the following provisions applies: (i) no physician, no physician organization and no member of any physician’s immediately family owns or holds an ownership or financial interest in County, including any affiliated or related entity or person, that is not the subject of an exception or “safe harbor” under applicable law, such as the exception for publicly-traded securities under 42 C.F.R. §411.356(a); or (ii) that County is a publicly traded company and is the subject of an exception under 42 C.F.R. § 411.356(a)(1) and (a)(2); or (iii) one or more physicians or a member of a physician’s immediate family own or have a financial relationship with County, and this Agreement is the subject of an arms-length negotiation and is for fair market value compensation, is not tied to or based on an expectation by Banner that County or County’s physician owners shall refer patients to Banner, and that the volume or value of referrals by any physician is not a part of the consideration for this Agreement. 25. Compliance Requirements for A.R.S. § 41-4401, Government Procurement; E-Verify Requirement: a. Banner 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 Banner 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 Banner 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 a. e. For questions about E-Verify Banner should visit the following web site: http://www.uscis.gov/portal/site/uscis. (Signature page follows) Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 12 of 14 Banner Health, an Arizona nonprofit corporation, on behalf of itself and as agent for its consolidated affiliates: By: _________________________________ Name: Naomi Cramer Its: SVP/Chief HR Officer Signature Date: ________________________ Maricopa County, acting by and for its Department of Public Health By: Chairman, Maricopa County Board of Supervisors Attest: Clerk of the Board Date Director, MCDPH Date Approved as to Form Date Deputy County Attorney Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 13 of 14 EXHIBIT A Program Specific Terms and Conditions Excludes Residents and Fellows (Banner Health Contract Number 0101-03-109511) TABLE OF CONTENTS: ☒ No Specified Terms & Conditions Template, Education Affiliation Agreement-0101 02 27628 (Legal 062118).docx Confidential (Template) Page 14 of 14 EXHIBIT B Health Standards The Health Standards include without limitation: 1. Proof of immunity or immunization to varicella; 2. Proof of immunity or immunization to measles, mumps, and rubella; 3. Annual TB screen; 4. Hepatitis B vaccination series, or signature by individual on a waiver declining the series, is required; 5. Proof of a recent negative result from an IGRA test (Quantiferon, T-Spot); or current Mantoux method PPD two (2)-step process which includes: First step completed within twelve (12) months prior to the commencement of the intern’s Rotation. The second step must have been completed within one (1) to three (3) weeks after the first step was administered. In the event the PPD two (2)- step testing process was not administered during the previous twelve (12) months, the PPD two (2)- step testing process is required prior to the commencement of intern’s Rotation; 6. For each intern who shall be in a Facility, County shall provide to Banner proof of intern’s annual influenza (flu) vaccination administered on or before December 1st of each calendar year or other date as mandated by Banner’s occupational health and infection prevention standards. Banner shall accept a receipt of payment for vaccination or a copy of a intern’s consent to receive the immunization as proof of vaccination. Exemption to immunization may be granted by Banner for medical contraindications (including disabilities) or religious beliefs. To qualify for such an exemption, a intern must complete the form* and submit it to the email address or fax number provided on the form. Interns who are approved for “Exempted Status” are required to wear a surgical mask during influenza season at all times while in a Facility except while eating in a cafeteria, break room or conference room (except when patients are present). The surgical masks shall be supplied by Banner at no cost to County and shall be readily available in all Banner clinical facilities; and 7. Proof of a recent negative 10 panel Urine Drug Analysis; and 8. Such other specific test or Health Standard as Banner may request from time to time. *The following forms shall be provided upon request: Exemption from Seasonal Influenza Vaccination for Religious Beliefs Exemption from Seasonal Influenza Vaccination for Medical Contraindication