AFFILIATION AGREEMENT WITH WILKES UNIVERSITY (WITH LEGAL COUNSEL APPROVAL SIGNATURE).PDF

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CLINICAL EDUCATION AGREEMENT 
 
 
This Agreement shall be effective May 18, 2020 (the “Effective Date”).  The parties to this 
Agreement are Wilkes University (“School”) and Maricopa County (“County”), a political 
subdivision of the State of Arizona, administered by its Department of Correctional Health 
Services, Department of Public Health, and other departments the County may designate from time 
to time (together, “Clinical Facility”). 
 
 
WHEREAS, School wants to provide clinical experiences for the School’s students 
(“Students”) as part of their overall education; and 
 
 
WHEREAS, County, through its Clinical Facility, is willing to provide clinical training to 
School’s Students; and 
 
 
WHEREAS, it is to the benefit of both School and Clinical Facility to cooperate in the 
educational preparation of Students, so as to promote excellence in patient care, to ensure 
professional competence, and to provide maximum utilization of community resources, 
 
 
NOW, THEREFORE, IT IS MUTUALLY AGREED that School may place selected 
Students in the Clinical Facility for such clinical experiences (the “Program”) according to the 
following terms and conditions: 
 
1. 
Program Description and Mutual Responsibilities of the Parties. 
 
1.1  
School shall retain full control and responsibility for the academic education of the 
Students.  Any educational goals and objectives for a rotation must be provided by School to 
Clinical Facility prior to the start of the rotation and will be subject to Clinical Facility’s acceptance 
and approval. 
 
1.2 
The number of Students accepted into the Program and schedule of clinical 
assignments shall be arranged in advance by mutual agreement between Clinical Facility and 
School.  In the event it becomes necessary to cancel a reserved space or change a student 
assignment, School will immediately notify Clinical Facility. 
 
1.3 
School and Clinical Facility shall each designate a coordinator who shall be 
reasonably available for consultation with the other respective coordinator concerning each 
Student’s qualifications, clinical experience performance, and the curriculum of the Program. 
 
1.4 
School agrees to designate for participation in the Program only Students who have 
completed the necessary training, appropriate prerequisites and didactic work for the Program and 
who are in good standing.  All Students shall be subject to Clinical Facility’s standards of Program 
admission and participation.   
 
1.5 
Clinical Facility assumes full responsibility for the care of its patients.  It is 
understood that School does not derive direct revenue from patient care activity at Clinical Facility. 
 
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1.6 
As part of their educational experience, Students may be asked to review patient 
records to help support Clinical Facility’s quality assurance projects without necessarily having 
the patient records de-identified.  If any study project requires review and approval from School’s 
Institutional Review Board (the “IRB”), the Parties shall work cooperatively and take all 
reasonable steps necessary to obtain approval from the IRB. 
 
1.7 
At all times during the term of this Agreement, all services shall be performed in 
accordance with all applicable standards established by law or ordinance, or established by the 
rules and regulations of any federal, state, or local agency, department, commission, association, 
or other pertinent governing, accrediting, or advisory body having the authority to set standards 
for offices maintained by health care providers. 
 
1.8 
Clinical Facility and School agree to cooperate with each other and share 
information, to the extent allowed by law, in the event of any investigation, audit, peer review 
matter, disciplinary action or third-party liability claim arising out of the Program or any services 
provided under this Agreement or any adverse event that may result in liability to the other party 
in connection with their performance under this Agreement.   
 
2. 
School’s Responsibilities.  
 
2.1 
School shall advise all Students that they may be required to pass a physical 
examination and drug screening when appropriate for the specific rotation; will be required to have 
up-to-date immunizations including a hepatitis B series; and will be required to complete a 
criminal background check by the Clinical Facility (or its agent).  School or Student will be 
responsible for the cost of pre-rotation screenings not performed by Clinical Facility (including 
physical examination and drug test, if applicable).  School shall provide Clinical Facility with 
documentation upon request establishing that each Student has undergone the appropriate pre-
screening and any necessary documentation to perform the requisite background check.  Clinical 
Facility (or its agent) shall review any such documentation to determine if Student is eligible to 
have direct contact with Clinical Facility patients. 
 
2.2 
School shall maintain all personnel and academic records relating to Students. 
 
2.3 
School shall require all Students and any other personnel furnished by School to 
comply with all applicable rules, regulations, policies and procedures of the Clinical Facility and 
to maintain confidentiality of patient information in accordance with applicable law, as well as the 
confidentiality of records and operations of the Clinical Facility.  Students shall be required to 
acknowledge these responsibilities at the start of the Program on a form prepared by Clinical 
Facility and to grant School and Clinical Facility permission to share educational records necessary 
to the Program, including written evaluations from Supervising Clinicians to School. 
 
2.4 
School shall reimburse Clinical Facility for any breakage or damage to equipment 
or supplies, provided Clinical Facility provides evidence that such breakage or damage was caused 
by a Student or School faculty member. 
 
3. 
Clinical Facility’s Responsibilities. 
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3.1 
Clinical Facility will determine the locations and assignments for each Student in 
the Program and notify School of available assignments. 
 
3.2 
Clinical Facility agrees (i) to provide direct supervision of Students and practical 
instruction while on the assigned premises for the Program at Clinical Facility locations by 
qualified clinicians who are on staff at the Clinical Facility (“Supervising Clinicians”); (ii) that all 
notes or charting concerning a patient’s treatment or progress, if written by a Student, will be 
signed by the Student and countersigned by a Supervising Clinician; and (iii) to complete written 
evaluations on each Student on forms provided by School. 
 
3.3 
At all times during the term of this Agreement and any renewal or extension hereof, 
Clinical Facility shall, at its own expense, comply with applicable state and federal laws and 
regulations including but not limited to OSHA standards pertaining to Occupational Exposure to 
Bloodborne Pathogens with respect to each of School’s employees, agents and Students present at 
the Clinical Facility. 
 
3.4 
With respect to any quasi-professional services provided by Students under this 
Agreement, Clinical Facility shall notify School and its Program Director(s) as soon as possible of 
the initiation of any investigation of a Student or School faculty member. 
 
4. 
Family Educational Rights and Privacy Act (“FERPA”).  Clinical Facility and School 
agree to abide by the limitations set forth under 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 and 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 or allowed by law, or as authorized in writing by Student. 
 
5. 
Health Insurance Portability and Accountability Act (“HIPAA”).  Students shall be 
instructed by School and/or Clinical Facility before beginning the Program concerning the 
confidentiality of medical information of Clinical Facility’s patients and standard precautions.  For 
purposes of compliance with HIPAA, Students shall be considered part of Clinical Facility’s work 
force as that term is defined in HIPAA to include trainees and students.  Students are not considered 
work force or employees of Clinical Facility for any other purposes, including by and not limited 
to tax or employment law.   
 
6. 
Policies and Procedure Governing Students.  In addition to any policies and procedures 
of School that govern Students’ conduct, Students shall be subject to and follow Clinical Facility’s 
policies and procedures, including standard precautions, while participating in the Program.  
Notwithstanding any provision to the contrary, Students shall not be entitled to any defense or 
indemnity by the County, or to any stipends, benefits, terms or rights that are afforded County 
employees, including workers’ compensation, health insurance or medical benefits, pension, 
retirement, or vacation or sick pay. 
 
7. 
Termination of Student Experience.  Clinical Facility may terminate the participation of 
a Student in the Program if the Student’s work, conduct or health might, in Clinical Facility’s sole 
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discretion, have detrimental effect on its patients, staff, or operations.  Clinical Facility shall not 
be arbitrary or discriminatory in the exercise of this right. 
 
8. 
Student Health Insurance and Emergency Medical Care.  Students shall be responsible 
for maintaining health insurance throughout the entire term of their participation in the Program. 
Students may be furnished emergency medical care and treatment, if needed, while on duty at 
Clinical Facility with the associated expense to be the responsibility of the Student. 
 
9. 
Indemnification.  To the fullest extent permitted by law, each party shall defend, 
indemnify, and hold harmless the other party, its agents, representatives, officers, directors, 
officials, and employees for, from and against all claims, damages, losses and expenses, including, 
but not limited to, attorneys’ fees, court costs, expert witness fees, and the cost of appellate 
proceedings, relating to, arising out of, or alleged to have resulted from the negligent acts, errors, 
omissions or mistakes relating to the performance of this Agreement.  Each party’s duty to defend, 
indemnify and hold harmless the other party, its agents, representatives, officers, directors, 
officials, and employees shall arise in connection with any claim, damage, loss or expense that is 
attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of 
property, including loss of use resulting therefrom, caused by any negligent acts, errors, omissions 
or mistakes in the party’s performance of this Agreement including any person for whose acts, 
errors, omissions or mistakes a party may be legally liable. 
 
The amount and type of insurance coverage requirements set forth in Section 10 below will 
in no way be construed as limiting the scope of the indemnity in this Section.  Further, the scope 
of indemnification does not extend to the sole negligence of either party. 
 
10. 
Insurance.  Both parties shall maintain insurance or funded self-insurance as follows: 
(i) commercial general liability insurance coverage with minimum limits of $2,000,000 per 
occurrence and $4,000,000 annual aggregate; (ii) professional liability insurance coverage with 
minimum limits of $1,000,000 per occurrence and $3,000,000 annual aggregate; and (iii) workers’ 
compensation insurance to cover obligations imposed by federal and state statutes applicable to 
the respective party’s employees engaged in the Program.  Upon written request, a party shall 
provide to the other party a certificate of insurance evidencing such insurance coverage.  Each 
party shall endeavor to provide thirty (30) calendar days prior written notice to the other party of 
any modification or termination of required insurance. 
 
11. 
Relationship of the Parties.  Each party is a separate and independent institution, and this 
Agreement shall not be deemed to create a relationship of agency, employment, or partnership 
between or among them.  Each party understands and agrees that this Agreement establishes a 
bona fide training relationship and that the agents, Students, and employees of each respective 
party are not employees or agents of the other party. 
 
12. 
Term.  Unless terminated earlier as described in Section 13 below, the term of this 
Agreement shall be from 05/18/2020 through 05/17/2025.  The County may, at its option and with 
the agreement of the School, renew the term of this Agreement for additional terms up to a 
maximum of five (5) years. 
 
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13. 
Termination.  This Agreement may be terminated by either party upon thirty (30) days 
prior written notice to the other party; provided, however, Students participating in an ongoing 
clinical experience at the time shall be given the opportunity to complete their participation.  In 
such event, all applicable provisions of this Agreement shall remain in force during the extension 
period from the effective date of termination, until the end of the academic term in which the 
Students are enrolled. 
 
14. 
Notices.  Communications regarding the Program shall go through the parties’ designated 
coordinators.  Any legal notice that is required or permitted to be given by a party to the other shall 
be deemed to have been sufficiently given if personally delivered or deposited in the U.S. Mail in 
a properly stamped envelope, addressed to: 
 
For School 
Wilkes University 
Passan School of Nursing 
Dr. Deborah A. Zbegner, Dean 
84 West South Street 
Wilkes-Barre, Pennsylvania 18766 
 
Copy to: 
Wilkes University 
Attn: Buisness Operations 
84 West South Street 
Wilkes-Barre, Pennsylvania 18766 
 
For County: 
Maricopa County Board of Supervisors  
Attn: Clerk of the Board  
301 West Jefferson Street, 10th Floor  
Phoenix, Arizona 85003 
 
Copy to Clinical Facility: 
 
         
 
          Education Manager 
 
Maricopa County Correctional 
 
 
Health Services 
3250 W. Lower Buckeye Rd. 
Suite 2100 
Phoenix, AZ 85009 
 
 
15. 
Amendments.  This Agreement may be amended from time to time only by written 
agreement of the parties. 
 
16. 
Use of Names.  No party shall use the name, trademark, logo, or likeness of another party, 
or another party’s employee or agent in any publicity or advertising material without such other 
party’s express prior written consent; however, the existence and scope of the Program available 
via this Agreement may be made known to Students as a means of assistance in completing their 
training requirements. 
 
17.  
Assignment. Neither party shall assign all nor part of this Agreement without the prior 
written consent of the other party which consent shall not be unreasonably withheld; provided, 
however, that this Agreement may be assigned by either party without consent of the other to an 
affiliate or to any third party who succeeds to substantially all of its businesses or assets.  In the 
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event of a valid assignment, this Agreement will inure to the benefit of and be binding upon each 
party and its respective successors and permitted assigns. 
 
18. 
Governing Law and Venue.  This Agreement shall be construed in accordance with the 
laws of the State of Arizona.  Exclusive venue and jurisdiction for any actions or proceedings 
related to or stemming from this Agreement shall be in the state or federal courts sitting in Phoenix, 
Arizona. 
 
19. 
Conflict of Interest.  The County’s participation in this Agreement is subject to A.R.S. § 
38-511, which provides that this Agreement may be cancelled if any person significantly involved 
in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the County is, 
at any time while this Agreement, or any extension thereof, is in effect, an employee or agent of 
the other party to this Agreement in any capacity or consultant of the other party with respect to 
the subject matter of this Agreement. 
 
20. 
Enforceability and Waiver.  The invalidity or unenforceability of any term or provision 
of this Agreement shall in no way affect the validity or enforceability of any other term or 
provision.  The waiver by a party of a breach of any provision of this Agreement shall not operate 
as or be construed as a waiver of any subsequent breach thereof. 
 
21. 
Non-exclusive Agreement.  Each party may enter into similar agreements with other 
training institutions, provided that such agreements do not materially interfere with the ability of 
each party to carry out its obligations hereunder. 
 
22. 
Compliance with Laws.  Each party shall, to the extent such provisions apply, comply 
with all federal and state laws, ordinances, Executive Orders, rules, regulations, standards, and 
codes whether or not specifically referenced herein, including, but not limited to:  Title VI and VII 
of the Federal Civil Rights Act; the Federal Rehabilitation Act; the Age Discrimination in 
Employment Act; the Americans With Disabilities Act, as amended; the Immigration Reform and 
Control Act of 1986 (IRCA); and Arizona Executive Order 2009-9, which mandates that all 
persons shall have equal access to employment opportunities.  Unless exempted under Federal 
law, the parties shall not discriminate against any employee or applicant for employment because 
of race, age, disability, color, religion, sex or national origin.  
 
23. 
Counterparts.  This Agreement may be executed in multiple counterparts, each of which 
shall be deemed an original, and all of which together shall constitute one and the same instrument. 
 
24. 
Entire Agreement.  This Agreement represents the entire agreement between the parties 
with respect to the subject matter hereof, and supersedes all prior agreements and representations. 
 
25. 
Authority.  The persons signing this Agreement warrant that they have full authority to do 
so and that their signatures shall bind the parties for which they sign. 
 
 
[Signature Page to Follow] 
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective 
dates written below. 
WILKES UNIVERSITY 	
MARICOPA COUNTY 
e--- DocuSigned by 
11/1.9, 
By: 
22BAC519F31 0405_ 
By: 
Name: Terese M. Wignot, Ph.D. 
Title: Senior Vice President & Provost 
Date: 3/24/2020 I 
10:42 AM EDT 
Name: 
Title: Chairman, Board of Supervisors 
Date: 
ATTESTED TO: 
By: 
Name: 
Title: Clerk of the Board 
Date: 
APPROVED AS 
 
By: 	
 70?-44.nt. 
 
Name:  7ak1 77- *at, 
Title: Deputy County Attorney 
Date:  
5/e/20020 
 
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