AFFILIATION AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of November, 2007, by and between BAPTIST HEALTHCARE SYSTEM, INC. d/b/a Baptist Hospital Northeast, a non-profit corporation organized and existing under the laws of the Commonwealth of Kentucky, (hereinafter referred to as "HOSPITAL") and the UNIVERSITY OF LOUISVILLE, on behalf of its School of Public Health and Information Sciences (hereinafter referred to as "SCHOOL").
W I T N E S S E T H:
WHEREAS, SCHOOL offers a program of instruction in public health and information sciences [PLW1]and SCHOOL desires to offer as a part of the curriculum practical experience in a clinical setting; and
WHEREAS, HOSPITAL operates an acute-care facility in LaGrange, Kentucky and is capable of providing students practical experience in the area of public health and information sciences; and
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WHEREAS, SCHOOL and HOSPITAL consider it mutually advantageous to cooperate to further the above-described purposes and desire to commit their entire agreement to writing;
NOW, THEREFORE, in consideration of the mutual agreements and undertakings herein specified, HOSPITAL and SCHOOL agree as follows:
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1.TERM AND TERMINATION: This Agreement is in effect for one (1) year, commencing on the 1st day of November, 2007, and shall continue in effect until the 31st 30th day of OctoberJune[PLW2], 2008. This Agreement shall automatically continue thereafter from year to year unless terminated by either party. [PLW3]Either party may terminate this Agreement, with or without cause, upon thirty (30) days advance written notice to the other party, such notice being given as set forth in the Notice provisions of this Agreement; provided, however, that students enrolled at the time of termination shall be allowed to complete the clinical learning experience in which they are involved.
2.SCHOOL RESPONSIBILITIES:
A.SCHOOL will develop the curriculum to be used in the public health and information sciences program, including the instruction portion and the clinical [PLW4]learning experience portion of the curriculum.
SCHOOL will maintain general responsibility for academic evaluation and related academic matters involving Student’s assignment at HOSPITAL.
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B.SCHOOL will provide qualified instructors who will cooperate with HOSPITAL personnel to supervise students during clinical learning experiences. SCHOOL shall provide HOSPITAL documentation of the competence of such instructors, as where appropriate and required by the Joint Commission on Accreditation of Healthcare Organizations.
C.SCHOOL will provide all necessary teaching aids, reference books, classroom supplies and any other teaching materials needed.
D.SCHOOL will coordinate student assignments with the appropriate clinical HOSPITAL supervisor.
E.SCHOOL will inform all participating students of the content of the "Statement of Understanding" and will require all students to sign the Statement prior to commencing the clinical learning experience. A sample of the "Statement of Understanding" is attached hereto as Exhibit A. Such Statement, once signed by student, shall become a part of this Agreement, incorporated by this reference as if fully set forth herein.
F.SCHOOL may require a student to develop and execute, in conjunction with HOSPITAL and SCHOOL, a Learning Contract that specifies the deliverables to HOSPITAL expected of the student as part of his or her assignment at HOSPITAL. Such Learning Contract, however, shall not be construed as part of this Agreement. Determination of those assignments for which a Learning Contract is required is solely by SCHOOL.
G.When deemed appropriate by either SCHOOL or HOSPITAL, SCHOOL will require a student, with assistance from SCHOOL and HOSPITAL personnel, to obtain either approval or exemption from an appropriate Institutional Review Board (“IRB”) prior to performing an activity at or for HOSPITAL that has been deemed to require IRB review. Such IRB review, however, will not be required prior to the student being assigned to HOSPITAL. In the absence of a requirement by HOSPITAL for use of a particular IRB, the SCHOOL’s IRB will be used.
H.SCHOOL acknowledges that HOSPITAL owns a student’s work product done at or for HOSPITAL under this Agreement and for which a Learning Contract has been agreed upon by the parties as described in paragraph 2.F.
3.HOSPITAL RESPONSIBILITIES:
A.HOSPITAL will provide appropriate learning experiences as may be consistent with the purposes of this Agreement.
B.HOSPITAL will not assign students to clinical learning experiences in a manner which would permit students to replace employees.
C.HOSPITAL agrees not to discriminate against any individual affected by this Agreement on the basis of race, color, religion, national origin, handicap, gender, age or political affiliation.
D.HOSPITAL shall retain ultimate responsibility for patient care.
E.As determined by mutual agreement of SCHOOL and HOSPITAL for extended student assignments, HOSPITAL personnel will provide direction and supervision to a student concerning the student’s work at or for HOSPITAL and will participate in periodic meetings with the student and SCHOOL personnel.
F.HOSPITAL will participate in the development of any Learning Contract, as described in paragraph 2.F.
G.As determined by mutual agreement of SCHOOL and HOSPITAL for extended student assignments, HOSPITAL will provide to a student appropriate working space and, if applicable, computer equipment, for the time during which the student is at HOSPITAL.
H.HOSPITAL will provide to a student all rules and regulations of HOSPITAL.
I.HOSPITAL will notify SCHOOL immediately of any situation or problem which threatens a student’s successful completion of the student’s assignment at HOSPITAL.
J.HOSPITAL will assist a student requiring emergency medical care in the case of injury or illness during the student’s presence at HOSPITAL. The cost for such treatment shall be borne by the student’s health insurance.
K.When required for accreditation or upon SCHOOL request, HOSPITAL will provide SCHOOL with information, reports, or other data concerning HOSPITAL activities in areas to which a student has been or is about to be assigned, provided that HOSPITAL is not legally prohibited from providing such information. HOSPITAL acknowledges that SCHOOL cannot guarantee the confidentiality of any information provided under this paragraph.
L.HOSPITAL shall maintain the confidentiality of all student records produced by it or furnished to it by SCHOOL, and will not disclose information except as SCHOOL may request for its own use, as a student may direct, or as required by law.
M.If HOSPITAL owns a student’s work product as allowed for in paragraph 2.H, HOSPITAL agrees to grant use rights for the student’s work product for HOSPITAL done under this Agreement to the student and to SCHOOL. In doing so, HOSPITAL may require additional terms and conditions for the use of said work product, but such terms and conditions shall not be unreasonable nor imposed with the intent of preventing use of said work product for legitimate purposes that are part of or associated with SCHOOL’s program.
N.HOSPITAL acknowledges the existence of state and federal laws regarding sexual harassment and agrees that such laws pertain to the Student’s relationship with HOSPITAL and its personnel.
4.GENERAL:
A.STATUS OF STUDENTS AND FACULTY: It is understood and agreed by all parties that faculty employed by the SCHOOL and students are not employees or agents of HOSPITAL and, as such, are not entitled to wages, workers' compensation, medical insurance, or any other employee benefits for activities related to the clinical experience provided for under this Agreement. If an appropriate governmental agency determines that students or faculty are covered under applicable workers' compensation statutes, then HOSPITAL shall be responsible for compliance with such statutes for faculty who are employees of HOSPITAL and for students, and SCHOOL shall be responsible for compliance with such statutes for faculty who are employees of SCHOOL.
B.WAIVER: The failure of either party to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature. The waiver of one or more provisions of this Agreement does not act as a waiver of the entire Agreement. If one provision is deemed modified or waived by the Agreement of the parties, the Agreement shall continue to be valid between the parties with the modification as agreed upon.
C.SEVERABILITY: In the event any term or provision of this Agreement is found to be unenforceable or void, in whole or in part, then the offending term or provision shall be construed as valid and enforceable to the maximum extent permitted by law and the balance of the Agreement shall remain in full force and effect.
D.RESPONSIBILITY FOR PATIENT CARE: The HOSPITAL will retain full responsibility for the care of patients and will maintain administrative and professional supervision of students insofar as their presence affects the operation of the HOSPITAL and/or the direct or indirect care of patients.
E.INSURANCE: SCHOOL agrees to require students to maintain professional liability insurance coverage with minimum limits of $1,000,000.00 per occurrence and $3,000,000.00 in aggregate. SCHOOL agrees, prior to the initiation of the clinical rotation, to provide a Certificate of Insurance evidencing such coverage. SCHOOL warrants that participating students are covered parties. The insurance coverage will provide that HOSPITAL shall receive thirty (30) days written notice prior to cancellation or material change.
F.TERMINATION OF STUDENT PARTICIPATION: The parties agree that HOSPITAL may terminate a student's clinical educational experience at any time for any cause deemed sufficient by the HOSPITAL provided, however, that HOSPITAL shall not act arbitrarily and the student will be given an opportunity to be heard prior to being terminated from the clinical educational experience.
G.NOTICE: Any notice required or permitted to be given under this Agreement will be in writing and will be deemed given at the time it is deposited in the United States mail, postage pre-paid, certified or registered mail, return receipt requested, addressed to the party to whom it is to be given as follows:
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HOSPITAL:Baptist Hospital Northeast
1025 New Moody Lane
LaGrange, KY 40031
Attn: Hospital Administrator
COPY TO:Baptist Healthcare System, Inc.
4007 Kresge Way
Louisville, Kentucky 40207
Attn: Vice President and General Counsel
SCHOOL:University of Louisville
School of Public Health & Information Sciences
K-Wing Building, Suite 4026
555 South Floyd Street
Louisville, KY 40202
Attn: Peter L. Walton, M.D., Associate Dean
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H.GOVERNING LAW: This Agreement shall be governed by and interpreted according to the laws of the Commonwealth of Kentucky.
I.HEADINGS:The headings in this Agreement are intended only for ease of reference and shall not be considered in the construction or interpretation of this Agreement.
J.COMPLETE AGREEMENT: This constitutes the full and complete Agreement by and between the parties with respect to the matters hereinabove set forth and all oral agreements and/or discussions are merged herein and are null and void to the extent they are in conflict herewith and no changes, alterations, modifications, or qualifications shall be had in the terms and conditions or provisions of any paragraph or item of this Agreement except the same shall be made in writing and signed by both parties.
K.SCHOOL and HOSPITAL personnel will consult periodically to review a student’s progress and to review the affiliation in general.
L.All rules and regulations of HOSPITAL will apply to a student during HOSPITAL assignment, which may include requiring the student to sign a confidentiality or non-disclosure agreement with HOSPITAL. SCHOOL will advise the student of this requirement.
M.A student may use HOSPITAL’s dining facilities, if any. However, the student is responsible for any required payment of food consumed or taken by Student.
N.SCHOOL is in compliance with applicable local state and federal laws and regulations, will not discriminate on the basis of race, religion, color, sex, age, national origin, handicap, sexual preference, disabled or Vietnam era veteran status, or financial status in admission or access to, or treatment or employment in, its programs and activities.
O.Except as specifically provided herein, neither party shall have any financial obligation to the other resulting from or relating to this Agreement.
P.HOSPITAL shall not compensate a student for any work performed under the terms and conditions of this Agreement.
Q.SCHOOL and HOSPITAL acknowledge that if HOSPITAL is a covered entity as defined in the privacy regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), to the extent that Student or SCHOOL personnel have access to protected health information (“PHI”), as such is defined under HIPAA, due to their participation in Student’s assignment at HOSPITAL, it is agreed that for HIPAA compliance purposes only such Student and SCHOOL personnel are deemed to be part of HOSPITAL’s “workforce” and involved in HOSPITAL’s “healthcare operation,” as such terms are defined under HIPAA. Student and SCHOOL personnel shall be subject to HOSPITAL’s policies and procedures governing the use and disclosure of PHI. The parties further agree that the affiliation established by Agreement does not constitute a business associate relationship under HIPAA. Not withstanding the foregoing, nothing herein shall create or be construed as creating an employer-employee relationship between HOSPITAL and Student or between HOSPITAL and SCHOOL personnel.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above mentioned.
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Affiliation Agmt – UofL
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BAPTIST HEALTHCARE SYSTEM, INC.UNIVERSITY OF LOUISVILLE
d/b/aBaptistHospital Northeast
By: By:
Dennis Johnson – Hospital Administrator Richard D. Clover, MD – Dean
School of Public Health & Information Sciences
Date: Date:
Recommended by:
______
Robert Jacobs, PhD
MPH Program Director
School of Public Health and Information Sciences
University of Louisville
______
Marti Arvin
Privacy Officer
University of Louisville
Agreed as to form:
______
Glenn Bossmeyer
Associate University Counsel
University of Louisville
EXHIBIT A
STATEMENT OF UNDERSTANDING
I, ______, by signing this Statement of Understanding, do hereby represent that I have read and understand the following:
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1.The program in which I am enrolled requires a period of assigned guided clinical experiences in facilities other than the Sschool.
2.The clinical experiences will be assigned for their educational value. Thus, I will not be entitled to any wages, workers' compensation or other benefits, either from the School or from the Hospital.
3.While in the hospital facility, I will conduct myself in accordance with its rules and regulations. Further, I will be subject to the supervision of both Hospital personnel and the School faculty.
4.I understand that neither the Hospital nor the School are is responsible for injuries which I incur solely as a result of my own negligence. I acknowledge that the School has encouraged me to acquire personal medical and hospitalization insurance.
5.I have read and agreed to the School's policies, rules and regulations related to the program for which I have enrolled.
6.I understand that information regarding patients or former patients is confidential and is to be used only for clinical purposes. I agree to maintain permanently the confidentiality of all patient information obtained during my clinical experience.
7.I understand that the educational experience in which I am involved will in no way entitle me to a job at the Hospital.
8.I understand that any action on my part which is not fully consistent with the above statements may warrant removal from the clinical experience at the Hospital.
9.If required by the School, I will develop and execute, in conjunction with the Hospital and the School, a Learning Contract that specifies the deliverables to the Hospital expected of me as part of my assignment at the Hospital. Such Learning Contract, however, shall not be construed as part of the Agreement between the Hospital and the School.
10.I will have health insurance during the period of assignment at the Hospital, proof of which shall be furnished to the Hospital upon request.
11.I acknowledge having received in-service training on HIPAA and human subjects’ protection provided by the School.
12.When deemed appropriate by either the School or the Hospital, I will, with assistance from School and Hospital personnel, obtain either approval or exemption from an appropriate Institutional Review Board (“IRB”) prior to performing an activity at or for the Hospital that has been deemed to require IRB review.
13.I acknowledge that the Hospital owns my work product done at or for the Hospital under the Agreement between the Hospital and the School and under a Learning Contract.
14.I acknowledge that in the event the Hospital owns my work product, the Hospital will grant me rights to use my work product done under the Agreement between the Hospital and the School and may require reasonable terms and conditions in the granting of such rights.
15.I acknowledge that my work at or for the Hospital may be work done under the direction and supervision of the Hospital personnel.
16.I acknowledge that upon recommendation of the Hospital, the School may withdraw me from an assignment at the Hospital if I do not abide by the Hospital’s rules and regulations or, for other reasons, am performing unsatisfactorily. I further acknowledge that questions and disputes concerning my removal from the Hospital assignment will be resolved by a joint conference between the School and the Hospital personnel to which I may or may not be invited at the sole and unreviewable discretion of the School.
17.I acknowledge that all rules and regulations of the Hospital will apply to me during the Hospital assignment, which may include requiring me to sign a confidentiality or non-disclosure agreement with the Hospital.
18.I may use the Hospital’s dining facilities, if any. However, I am responsible for any required payment of food consumed or taken by me.
19.I acknowledge that in the event of the termination of the Agreement between the Hospital and the School, my assignment to the Hospital at the time of such termination shall be permitted to complete the assignment, subject to certain provisions.