Loading...
HomeMy WebLinkAboutContract 62573CSC No. 62573 AFFILIATION AGREEMENT THIS SCHOOL AFFILIATION AGREEMENT (this "Agreement") is made as of _January 6th_, 2025 (the "Effective Date") by and between the City of Fort Worth through the Fort Worth Fire Department EMT Training Academy ("School") and Medical City Healthcare, North Texas Division, Inc. ("Division") as disclosed agent for each of the hospital entities in the Division listed on attached on Schedule A (each, a "Hospital"). School and Hospital may be referred to herein individually as a "Party" and collectively as the "Parties." WITNESSETH: WHEREAS, School enrolls students in an accredited certification program in the field of Emeraencv Medical Technicians ("EMT") (the "Certification Program"); WHEREAS, Hospital operates a comprehensive acute -care medical -surgical hospital located at one of the addresses listed below (the "Facility"); WHEREAS, School desires to provide up to [25] students per year enrolled in the Certification Program a clinical learning experience through the application of knowledge and skills in actual patient - centered treatment situations in a health care setting; and WHEREAS, Hospital will make the Facility available to School for such clinical learning experience, subject to the terms and conditions of this Agreement. Now, THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby agree as follows: 1. RESPONSIBILITIES OF SCHOOL. (a) Clinical Program. School will develop, implement and operate the clinical learning experience component of the Certification Program at the Facility in a form and format acceptable to Hospital ("Clinical Program"). School may modify the Clinical Program from time to time with Hospital's permission and will promptly incorporate reasonable changes to the Clinical Program requested by Hospital from time to time. With respect to the Clinical Program, School will: (i) ensure the adequacy of Certification Program resources, including up-to-date reference materials, and the academic preparation of students enrolled in the Certification Program, including theoretical background, basic skills, professional ethics, and attitude and behavior, for participation in the Clinical Program and will assign to the Clinical Program only those students who have demonstrated the ability to successfully participate in the Clinical Program (each a "Participating Student"); (ii) advise each Participating Student, Certification Program faculty and other School representatives onsite at the Facility for purposes related to the Clinical Program ("Program Participant") to attend training and orientation with respect to applicable Hospital policies and procedures prior to the commencement of each Clinical Program rotation during the Term (each a "Rotation"); (iii) provide training for Hospital's representatives who will support the Clinical Program regarding Clinical Program features and expectations, and Participating Student evaluations, as requested by Hospital from time to time; (iv) identify to Hospital each Program Participant who will participate in a Rotation as soon as that information is reasonably available to School; OFFICIAL RECORD _ Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only CITY SECRETARY FT. WORTH, TX (v) require Program Participants to comply with applicable laws and Hospital policies and procedures when onsite at the Facility; (vi) require Program Participants to treat Hospital patients, staff and Clinical Program supervisors with courtesy and respect and to not disrupt Facility operations or the provision of health care services for Hospital's patients; (vii) timely prepare and update with input from Hospital Rotation schedules for each Participating Student throughout each Rotation and coordinate the same with Hospital; (viii) advise Participating Students to arrive early for each scheduled Rotation, except when a Participating Student is ill or attending to a personal emergency; (ix) provide continuing oral and written communication with Hospital regarding Participating Student Clinical Program performance and evaluation and other pertinent information; (x) participate and ensure that Program Participants participate in Hospital's Quality Assurance and related programs; (xi) participate and require Program Participants to participate in Hospital training as determined necessary by Hospital from time to time; and (xii) promptly perform additional duties to facilitate operation of the Clinical Program as may be deemed reasonable or necessary by Hospital from time to time. (b) Responsibility. (i) School will retain ultimate responsibility for the appointment of faculty from the Certification Program to support the Clinical Program. When Participating Students are supervised in connection with the Clinical Program while on site at Hospital by licensed healthcare professionals who are not employed by Hospital or its affiliates, School represents and warrants that it (including its affiliate) will not compensate any such faculty for their services provided to School in connection with the Clinical Program except in a manner that is consistent State and Federal law. (ii) School will retain sole responsibility for offering and administering the Certification Program, including, but not limited to, budgetary considerations, faculty appointments, admissions, financial aid, academic instruction, curriculum content, pedagogy, and the requirements of matriculation, grading, and graduation. (iii) Without limiting the foregoing, all Program Participants shall be accountable to the Hospital's Administrator while onsite at the Facility. (iv) School will address all Program Participant complaints, claims, requests and questions regarding the Clinical Program. If necessary, School's Program Representative will follow-up with Hospital's Program Representative to address unresolved issues. (v) To the extent FERPA applies to the School, School will obtain prior signed and dated written consent that complies with 34 C.F.R. 99.30 from each Participating Student (or the parent of the student, if the student is not deemed an "eligible student" under 34 C.F.R. 99.30) before disclosing personally identifiable information from the student's education records to Hospital to the extent that access to such information is required by Hospital to carry out the Clinical Program. If Participating Student notifies School that they revoke said consent, School shall immediately notify Hospital and the revocation shall become effective immediately upon such notice as applicable to any decisions after © Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only that date. (c) Compliance with Proqram Requirements. School acknowledges that compliance by School and each Program Participant with the terms and conditions of this Agreement and Hospital policies and procedures is a condition precedent to Program Participant access to the Facility. Non-compliance or partial compliance with any such requirement may result in an immediate denial of access or re -access to the Facility. (d) Dress Code. School will cause Program Participants to conform to reasonable personal appearance standards imposed by Hospital and wear ID badges as requested by Hospital. School will cause Program Participants to pay for their own meals at the Facility. School acknowledges and will regularly inform Program Participants that Hospital is not responsible for personal items lost or stolen at the Facility. (e) Use of the Facilitv. School will ensure that Program Participants use the Facility solely for the purpose of providing to Participating Students clinical learning experience pursuant to the Clinical Program. (f) Records. School will cause each Program Participant to timely complete and save in Hospital's systems as directed by Hospital accurate records of all services provided by the Program Participant to a Hospital patient ("Records"). All Records are and will remain the property of Hospital, subject to the rights of patients with respect to such records and to the terms of applicable law. Hospital will provide to School a copy of Records for all lawful purposes, including defense of liability claims. (g) Proqram Participants. School will provide to Hospital information regarding each Program Participant, including health examination and immunization records, documentation attesting to the competency of Certification Program faculty (e.g., state Iicensure, board certification in the relevant Specialty, etc.) and background checks and drug screens as determined reasonably necessary in Hospital's discretion from time to time. (h) Proqram Participant Statements. School shall require each Participating Student and, at Hospital's request, each Program Participant to sign a Statement of Responsibility, in the form attached hereto as Exhibit A, and a Statement of Confidentiality and Security, in the form attached hereto as Exhibit B prior to Rotation. (i) Liability Insurance. School is self -insured and participates in a self-insurance program covering the acts and omissions of Program Participants. If such coverage is provided on a claims -made basis, then such insurance shall continue throughout the Term and upon the termination or expiration of this Agreement, School shall purchase tail coverage for a period of three years after the termination or expiration of this Agreement (said tail coverage shall be in amounts and type equivalent to the claims -made coverage). School shall further, at its expense, obtain and maintain for the Term workers' compensation insurance and unemployment insurance for School -employed Program Participants. School will notify Hospital at least thirty (30) calendar days in advance of any cancellation or modification of insurance coverage required hereunder and shall promptly provide to Hospital, upon request, certificates of insurance evidencing the above coverage. Notwithstanding the foregoing, if the School is a public entity entitled to governmental immunity protections under applicable state law, then the School shall provide occurrence - based liability coverage in accordance with any limitations associated with the applicable law; but the School shall provide such insurance with limits of at least $1,000,000 per occurrence and $3,000,000 annual aggregate in the event governmental immunity protections are determined by a court of competent jurisdiction to not apply. Nothing in this agreement is intended to be construed or interpreted as (1) denying either School or Hospital any remedy or defense available to it under state laws; (2) the consent of the State where School is © Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only located or any of its agents and agencies to be sued; or (3) a waiver of sovereign immunity of the State or the School beyond any waiver explicitly stated in state statutes. (j) Health of Program Participants. School will advise Program Participants that no Program Participant will be permitted to attend the Clinical Program until he or she submits to a medical examination acceptable to Hospital. School will require each Program Participant to maintain health insurance and provide proof of health insurance to the School prior to participating in the Clinical Program. School will cause Program Participants to provide to Hospital proof of health insurance as requested by Hospital from time to time. In the event of an exposure to an infectious or environmental hazard or other occupational injury while at the hospital, Participating Student will be covered by School Workers Compensation in accordance with School Policy. School will ensure that each Participating Student furnishes to Hospital prior to Rotation a complete copy of the following health records (Participating Students will not be allowed to access the Facility until all records are provided): (i) Proof of negative PPD or IGRA within 12 months. Symptom and Risk screening must be completed prior to first day of each rotation utilizing the HCA TB Questionnaire Form Exhibit E (form attached hereto). (ii) Proof of Measles, Mumps, Rubella immunity by positive antibody titers or two (2) doses of MMR. (iii) Proof of Varicella immunity, by positive history of chickenpox or Varicella (iv) Proof of Influenza vaccination during the flu season, October 1 to March 31, (or dates defined by CDC). If the Program Participant declines the Influenza vaccination, he/she must comply at all times with Facility's Communicable Disease Protection policy; and (v) Proof of Hepatitis B immunization or declination of vaccine, if patient contact is anticipated. (vi) Vaccination for COVID-19 or exemption for religious or medical reasons, preferred not required (vii) Documented proof of Tdap immunization within last 10 years (viii) When state and local regulations differ from these recommendations, locations are to comply with geographic specific regulations. (k) Performance. All faculty provided by School to support the Clinical Program shall be faculty members of the Certification Program, duly licensed, certified or otherwise qualified to support the Clinical Program in the capacity proposed by School. School and all Program Participants shall perform its and their duties and services hereunder in accordance with all relevant local, state, and federal laws and shall comply with the standards and guidelines of all applicable accrediting bodies and the bylaws, rules and regulations of Hospital and any non -conflicting rules and regulations of School as may be in effect from time to time. Neither School nor any Program Participant shall interfere with or adversely affect the operation of Hospital or the performance of services therein. (1) Background Checks. Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only (i) School will ensure that each Program Participant obtains prior to rotation a background check acceptable to Hospital, including, at a minimum, the following: A. Social Security Number Verification; B. Criminal Search (7 years or up to 5 criminal searches); C. Violent Sex Offender and Predator Registry Search; D. HHS/OIG List of Excluded Individuals; E. GSA List of Parties Excluded from Federal Programs; F. U.S. Treasury, Office of Foreign Assets Control (OFAC), List of Specially Designated Nationals (SDN); and G. Applicable State Exclusion List, if available. (ii) Background Checks for Program Faculty, if School provides Faculty on site, who will be treating patients in the Facility shall include all of the above, and the following: A. Education verification (highest level); B. Professional license verification; C. Certifications & Designations check; D. Professional Disciplinary Action search; E. Department of Motor Vehicle Driving History, based on responsibilities; and F. Consumer Credit Report, based on responsibilities. (iii) School shall provide to Hospital an Attestation of Satisfactory Background Investigation in the form attached hereto as Exhibit C prior to Rotation. If the background check discloses adverse information about a Participating Student, School shall immediately remove the student from the Clinical Program. School further agrees to an annual compliance audit of background checks, if requested by Hospital and approved by any Program Participant pursuant to the Fair Credit Reporting Act (FCRA). (m) Druq Testinq. School will ensure that each Program Participant obtains prior to Rotation a drug test acceptable to Hospital, including, at a minimum, the following: (i) Substances tested prior to placement at the Hospital must at a minimum include amphetamines, barbiturates, benzodiazepines, opiates, methadone, marijuana, and cocaine. (ii) After any incident that involves injury or property damage, Program Participant may be required to undergo alcohol and drug testing in accordance with City of Fort Worth City Policy and FWFD policy relating to Alcohol and Drug Testing. Hospital shall not bear the cost of any such tests. Should the testing disclose adverse information as to any Program Participant, Hospital shall have no obligation to accept that © Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only Program Participant at the Hospital. To the extent that any Program Participant violates the policy for drug or alcohol abuse after placement at the Facility, or refuses to cooperate with the requirement for a search or reasonable suspicion and reportable accident testing, then the Facility may immediately remove the Program Participant from participation in the Program at the Facility. (n) Student Documentation. School will maintain all documentation required to evidence compliance by each Program Participant with the terms and conditions of Subsections 1(g)- (m) of this Agreement during the Term and for at least ten (10) years following expiration or termination of this Agreement. (o) Access to Resources. The School shall ensure that its department heads have authority to ensure faculty and Participating Student access to appropriate resources for the Participating Students' education. (p) Approval and Authorization. Hospital's willingness to enter into this Agreement and provide clinical opportunities to Participating Students is conditioned on School having obtained and maintaining all requisite institutional, regulatory, and accreditor approvals or authorizations necessary to offer the Certification Program. Moreover, it is conditioned on School's adherence to all applicable federal, state, and local laws and regulations. In the event that School's status changes with respect to any approval or authorization necessary to offer the Certification Program, School will notify Hospital within ten (10) business days. 2. RESPONSIBILITIES OF HOSPITAL. (a) Hospital will make Facility access reasonably available to Program Participants and reasonably cooperate with School's orientation of all Program Participants to the Facility. Hospital shall provide Program Participants with access to appropriate clinical experience resources for the Clinical Program. Hospital shall provide reasonable opportunities for Participating Students to observe and assist in various aspects of patient care to the extent permitted by applicable law and without disruption of patient care or Hospital operations. Hospital shall at all times retain ultimate control of the Hospital and responsibility for patient care and quality standards. (b) Upon the request of School, Hospital shall assist School in the evaluation of each Participating Student's performance in the Clinical Program. Any such evaluations shall be returned to School in a timely manner. However, School shall at all times remain solely responsible for the evaluation and education of Participating Students. (c) Hospital will ensure that the Facility complies with applicable state and federal workplace safety laws and regulations. In the event a Participating Student is exposed to an infectious or environmental hazard or other occupational injury (i.e., needle stick) while at the Facility, it shall provide, upon notice of such incident from the Participating Student, such emergency care as is provided its employees, including, where applicable: examination and evaluation by Facility's emergency department or other appropriate department as soon as possible after the injury; emergency medical care immediately following the injury as necessary; initiation of the HBV, Hepatitis C (HCV), and/or HIV protocol as necessary; and HIV counseling and appropriate testing as necessary. In the event that the Facility does not have the resources to provide such emergency care, Facility will refer such student to the nearest emergency facility. School acknowledges that Hospital is not and will not be financially responsible for a Program Participant's medical care or treatment regardless of the Program Participant's condition or injury or cause of injury whether occurring at the Facility or otherwise and regardless of fault or cause of injury. (d) Upon reasonable request, Hospital will provide proof to School that Hospital maintains liability insurance in an amount that is commercially reasonable. Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only (e) Hospital will provide written notification to School if a claim arises involving a Program Participant. Both Hospital and School agree to share such information in a manner that protects such disclosures from discovery to the extent possible under applicable federal and state peer review and joint defense laws. (f) Hospital will resolve any situation in favor of its patients' welfare and may restrict a Participating Student to the role of observer when necessary in Hospital's discretion. Hospital will notify School's Program Representative (defined below) when such action has occurred. (g) Upon reasonable notice from School, Hospital will make the Facility reasonably available for inspection during normal business hours by organizations that provide or may provide academic accreditation for the Certification Program. Such inspections must be accompanied at all times by a Hospital representative and are contingent upon receipt by Hospital of executed agreements that Hospital believes are reasonably necessary or convenient to protect the confidentiality and security of Hospital's information. School will promptly reimburse Hospital for all direct costs incurred by Hospital in connection with such accreditation inspections. (h) Hospital shall provide Program Participants with access to and Participating Students with required training in the proper use of electronic medical records or paper charts, as applicable. (i) Hospital shall provide student security badges or other means of secure access to Facility patient care areas. (j) Hospital shall provide Program Participants with computer access, and access to call rooms, if necessary. (k) Hospital shall provide secure storage space for Participating Students' personal items when at the Facility. (1) Hospital shall provide qualified and competent staff members in adequate number for the instruction and supervision of students using the Facility. (m) Hospital shall maintain the confidentiality of information it receives from School about a Participating Student in a manner consistent with Hospital's policies regarding confidentiality of employee records. 3. MUTUAL RESPONSIBILITIES. The Parties shall cooperate to fulfill the following mutual responsibilities: (a) Each Party will identify to the other Party a Clinical Program representative (each a "Program Representative") on or before the execution of this Agreement. School's Program Representative shall be a faculty member who will be responsible for Participating Student teaching and assessment provided pursuant to this Agreement. Each Party will maintain a Program Representative for the Term and will promptly appoint a replacement Program Representative if necessary to comply with this Agreement. Each Party will ensure that its Program Representative is reasonably available to the other Party's Program Representative. (b) School will provide qualified and competent Certification Program faculty in adequate number for the instruction, assessment and supervision of Participating Students at the Facility. (c) Both School and Hospital will work together to maintain a Clinical Program emphasis on high quality patient care. At the request of either Party, a meeting or teleconference will promptly Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only be held between the Parties' respective Program Representatives to resolve any problems in the operation of the Clinical Program. (d) School acknowledges, and will inform Participating Students that Participating Students are trainees in the Clinical Program and have no expectation of receiving compensation or future employment from Hospital or School. Participating Students are not to replace Hospital staff and are not to render unsupervised patient care and/or services. Hospital and its staff will provide such supervision of the educational and clinical activities as is reasonable and appropriate to the circumstances and to the Participating Student's level of training. (e) Any courtesy appointments to faculty or staff by either School or Hospital shall be without entitlement of the individual to compensation or benefits for the appointed party. (f) Both School and Hospital will work together to create and maintain an appropriate learning environment for the Participating Students. (g) The School, including its faculty, staff and residents, and the Hospital share responsibility for creating an appropriate learning environment that includes both formal learning activities and the attitudes, values, and informal "lessons" conveyed by individuals who interact with the Participating Student. The parties will cooperate to evaluate the learning environment (which may include on -site visits) to identify positive and negative influences on the maintenance of professional standards, and to conduct and develop appropriate strategies to enhance the positive and mitigate the negative influences. 4. WITHDRAWAL OF PARTICIPATING STUDENTS. Hospital may immediately remove a Participating Student from the Facility when in Hospital's discretion his or her clinical performance is unsatisfactory or his or her behavior is disruptive or detrimental to Hospital operations and/or Hospital's patients. In such event, School will immediately remove the Participating Student from the Clinical Program. It is understood that only School can dismiss the Participating Student from the Clinical Program. School may terminate a Participating Student's participating in the Clinical Program when it determines, in its sole discretion, that further participation by the student would no longer be appropriate. 5. INDEPENDENT CONTRACTOR; NO OTHER BENEFICIARIES; EMPLOYMENT DISCLAIMER. (a) The Parties hereby acknowledge that they are independent contractors, and neither School nor any of its agents, representatives, Program Participants, or employees shall be considered agents, representatives, or employees of Hospital. In no event shall this Agreement be construed as establishing a partnership or joint venture or similar relationship between the Parties. School shall be liable for its own debts, obligations, acts and omissions, including the payment of all required withholding, social security and other taxes or benefits. No Program Participant shall look to Hospital for any salaries, insurance or other benefits. No Program Participant or other third person is entitled to, and shall not, receive any rights under this Agreement. Neither Party shall have the right or authority nor hold itself out to have the right or authority to bind the other Party and neither shall either Party be responsible for the acts or omissions of the other except as provided specifically to the contrary herein. (b) Each Party acknowledges Participating Students will not be considered employees or agents of Hospital or School for any purpose related to this Agreement. Participating Students will not be entitled to receive any compensation from Hospital or School or any benefits of employment from Hospital or School in exchange for their activities related to this Agreement, including health care or workers' compensation benefits, vacation, sick time, or other direct or indirect benefit of employment. (c) School acknowledges that Hospital has not and is not obligated to implement or maintain insurance coverage for the benefit or protection of School or Program Participants. Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only 6. NON-DISCRIMINATION. There shall be no discrimination on the basis of race, national origin, religion, creed, sex, sexual orientation, gender identity, age, veteran status, or disability in either the selection of Participating Students, or as to any aspect of the Clinical Program; provided, however, that with respect to a disability, the disability must not be such as would, even with reasonable accommodation, in and of itself preclude the Program Participant's effective participation in the Clinical Program. 7. CONFIDENTIALITY. School will and will advise Program Participants to keep strictly confidential and hold in trust all non-public information of Hospital, including all patient information, and refrain from disclosing such confidential information to any third party without the express prior written consent of Hospital, provided that the minimum necessary confidential information may be disclosed pursuant to valid legal process after Hospital is permitted an opportunity to minimize the potential harmful effects of such disclosure. School shall not disclose the terms of this Agreement to any person who is not a party to this Agreement, except as required by law or as authorized by Hospital. These confidentiality requirements survive the termination or expiration of the Agreement. Hospital recognizes that School is a governmental entity subject to the Texas Public Information Act, and any contracting information, communications, documents, data, or other materials created in relation to this Agreement may be subject to the Texas Public Information Act. In addition to the requirements set forth in this Section, Program Participants shall abide by the terms of Exhibit B. 8. TERM; TERMINATION. (a) The term of this Agreement will commence on the Effective Date and will continue for two (2) years unless terminated as provided below (the "Term"). (b) Either Party may terminate this Agreement at any time without cause upon at least sixty (60) calendar days prior written notice to the other Party, provided that all Participating Students participating in the Program at the time of notice of termination or who are already scheduled to train at the Facility shall be given the opportunity to complete the then -current Program rotation or previously scheduled clinical assignment. (c) The Parties may terminate this Agreement at any time by mutual written agreement. (d) Hospital may immediately terminate this Agreement at any time upon notice to School in the event of a breach of Section 10 of this Agreement. 9. REPRESENTATIONS AND WARRANTIES. (a) School hereby represents to Hospital as of the Effective Date and warrants to Hospital for the Term that: (i) School and its Program Participants: (A) are not excluded, debarred, or otherwise ineligible to participate in the Federal health care programs as defined in 42 U.S.C. Section 1320a-7b(f) (the "Federal health care programs"); (B) are not convicted of a criminal offense related to the provision of health care items or services but has not yet been excluded, debarred or otherwise declared ineligible to participate in the Federal health care programs, and (C) are not under investigation or otherwise aware of any circumstances which may result in the School, or a Program Participant being excluded from participation in the Federal health care programs; and (ii) in the aggregate, School and all of School's affiliates compensate all physician employees and physician contractors (if any) (A) in an amount that is consistent with fair market value for actual services provided, and (B) in a manner that does not vary with or take into account the volume or value of patient referrals to, or other business generated for, Hospital or any of Hospital's affiliates. Furthermore, all of School's and its affiliates' compensation arrangements with physician employees and physician contractors are Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only memorialized in a signed written agreement or other satisfy an exception to the Stark Law physician referral prohibitions provided in 42 U.S.C. § 1395nn(a)(1). (b) The representation and warranty set forth above is an ongoing representation and warranty for the Term of this Agreement. School will immediately notify Hospital in writing of any change in status of the representation and warranty set forth in this section. 10. TRAVEL EXPENSES. No expense of School or of a Program Participant will be paid or reimbursed by Hospital unless that expense is approved by Hospital in writing in advance and is incurred and documented in accordance with applicable Hospital travel and expense policies. 11. USE OF NAME OR LOGO. Neither Party will use the names, logos or marks associated with the other Party without the express written consent of the Party who is associated with the name, logo or marks. Further, School will cause Program Participants not to use the names, logos or marks associated with Hospital without the express written consent of Hospital in each case. 12. ENTIRE AGREEMENT. This Agreement and its Exhibits set forth the entire Agreement with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications between the Parties relating to such subject matter. This Agreement may not be amended or modified except by mutual written agreement of the Parties. All continuing covenants, duties and obligations herein shall survive the expiration or earlier termination of this Agreement. 13. SEVERABIUTY. If any provision of this Agreement is held to be invalid or unenforceable for any reason, this Agreement shall remain in full force and effect in accordance with its terms disregarding such unenforceable or invalid provision. 14. CAPTIONS. The captions contained herein are used solely for convenience and shall not be deemed to define or limit the provisions of this Agreement. 15. No WAIVER. Delay or failure to exercise any right or remedy hereunder will not impair such right or remedy or be construed as a waiver thereof. Any single or partial exercise of any right or remedy will not preclude any other or further exercise thereof or the exercise of any other right or remedy. 16. GOVERNING LAw. This Agreement shall be governed and construed in accordance with the laws of the state of Texas. Venue for all disputes arising in connection with this Agreement will be in the federal or state courts with jurisdiction for Tarrant County. 17. ASSIGNMENT; BINDING EFFECT. School may not assign or transfer any of its rights, duties or obligations under this Agreement, in whole or in part, without the prior written consent of Hospital. This Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and permitted assigns. 18. NOTICES. All notices hereunder by either Party to the other shall be in writing, delivered personally, by certified or registered mail, return receipt requested, or by overnight courier, and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, postage prepaid, addressed as follows: If to Hospital: Medical City Healthcare 13155 Noel Rd., Suite 2000 Three Galleria Tower Dallas, Texas 75240 Attention: Charlotte Morris Copy to: HCA One Park Plaza, Bldg. 1, 2-West Nashville, TN 37203 Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only Attention: Operations Counsel If to School: Fort Worth Fire Department EMT Training Academy 505 W Felix St, Fort Worth, TX 76115 Attention: Brenda Ray w/ Copy to City Attorney's Office 100 Fort Worth Trail, Fort Worth, TX 76102 or to such other person or place as either Party may from time to time designate by written notice to the other Party. 19. COUNTERPARTS. This Agreement may be executed in multiple parts (by facsimile transmission or otherwise) and each counterpart shall be deemed an original, and all of which together shall constitute but one agreement. Electronic signatures will be considered originals. 20. HIPAA REQUIREMENTS. To the extent applicable to this Agreement, School agrees to comply with the Health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH ACT"), the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 USC § 1320d through d-8 ("HIPAA") and any current and future regulations promulgated under either the HITECH Act or HIPAA including without limitation the federal privacy regulations contained in 45 C.F.R. Parts 160 and 164 (the "Federal Privacy Regulations"), the federal security standards contained in 45 C.F.R. Parts 160, 162 and 164 (the "Federal Security Regulations") and the federal standards for electronic transactions, all as may be amended from time to time, and all collectively referred to herein as "HIPAA Requirements". School further agrees not to use or disclose any Protected Health Information (as defined in 45 C.F.R. § 164.103) or Individually Identifiable Health Information (as defined in 42 USC § 1320d), other than as permitted by HIPAA Requirements and the terms of this Agreement. School will and will cause Program Participants to enter into any further agreements as necessary to facilitate compliance with HIPAA Requirements. 21. No REQUIREMENT To REFER. Nothing in this Agreement requires or obligates School to cause the admittance of a patient to Hospital or to use Hospital's services. None of the benefits granted pursuant to this Agreement are conditioned on any requirement or expectation that the Parties make referrals to, be in a position to make or influence referrals to, or otherwise generate business for the other Party. Neither Party is restricted from referring any services to, or otherwise generating any business for, any other entity of their choosing. 22. No PAYMENTS. No payments will be made between the Parties in connection with this Agreement. 23. RECITALS. The Recitals to this Agreement shall be an enforceable part of this Agreement, binding on the Parties as if fully set forth herein. 24. EQUITABLE REMEDIES. School acknowledges that the injury which might be suffered by Hospital in the event of any breach by School or non-compliance by Program Participants with the terms and conditions of this Agreement would be of a nature which could not be fully compensated for solely by a recovery of monetary damages, and accordingly agrees that in the event of any such breach or threatened breach, in addition to and not in lieu of any damages sustained by Hospital and any other remedies which Hospital may pursue hereunder or under applicable law, Hospital shall have the right to seek equitable relief, including issuance of a temporary restraining order, preliminary injunction and/or permanent injunction by any court of competent jurisdiction, against the commission or continuation of such breach or threatened breach, without the necessity of proving any actual damages or the posting of any bond. 25. Disclosure of Agency Relationship. The parties acknowledge that this Agreement has been executed by North Texas Division, Inc. d/b/a Medical City Healthcare as a fully disclosed agent for the Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only hospitals listed on Schedule A subject to the terms hereof and that it shall not be liable under any theory of liability for the actions, obligations or responsibilities of the hospitals listed on Schedule A. Each of the hospitals listed on Schedule A shall, however, be directly bound as a Hospital under this Agreement. Each of the hospitals listed on Schedule A shall not be responsible for the acts or omissions of the other hospital listed on Schedule A. WHEREFORE, authorized representatives of each Party hereby execute this Agreement as of the Effective Date. SCHOOL Signature By: Title: Date. - HOSPITAL Medical Citv Fort Worth By: Ti CEO Medical City Healthcare Date; I- G - 26 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ® Revised 10-2023J 1 Use School Affiliation for lion-lledind Students Only CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration Dana SurgMdoAc of this contract, including ensuring all performance By: Dana Burghdoff (Jan 7, 02514:01 CST) and reporting requirements. Name: Dana Burghdoff Title: Assistant City Manager Approved as to Form and Legality: By: Name: Taylor C. Paris Title: Assistant City Attorney Contract Authorization: M&C: By: 7 a Name: Gregory Dykes Title: Fire battalion Chief City Secretary: By: Name: Jannette S. Goodall Title: City Secretary ® Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only doovonp�n G �OF pORt`.0�00 Pao o=d �a Pv° d 41 aa4n��XAgoo OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX SCHEDULE A HOSPITAL North Texas Division Inc. as Authorized Agent for: Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. d/b/a Medical City Fort Worth 900 Eighth Avenue, Fort Worth, TX 76104 Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only I*A:II IIIW-11 STATEMENT OF RESPONSIBILITY For and in consideration of the benefit provided the undersigned in the form of experience in a clinical setting at ("Hospital"), the undersigned and his/her heirs, successors and/or assigns do hereby covenant and agree to assume all risks and be solely responsible for any injury or loss sustained by the undersigned while participating in the Program operated by: ("School") at Hospital unless such injury or loss arises solely out of Hospital's gross negligence or willful misconduct. Signature of Program Participant/Print Name Date Parent or Legal Guardian Date If Program Participant is under 18 / Print Name ® Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only Exhibit B Workforce Member Confidentiality and Security Agreement understand that the HCA affiliated entity(ies) (the "Company") for which I am a Workforce Member (my "Engagement") manages health information and has legal and ethical responsibilities to safeguard the privacy of its patients and their personal and health information ("Patient Information"). "Workforce Member" means employees, employed Licensed Independent Practitioners (LIPs) (e.g., employed/managed physicians), employed Advanced Practice Professionals (APPs), residents/fellows, students (e.g., nursing, medical, and interns), faculty/instructors, contractors (e.g., HealthTrust Workforce Solutions (HWS), travelers, network/per diem staff, or dependent healthcare professionals and/or contracted through another temporary staffing agency), and volunteers. Additionally, the Company must protect its interest in, and the confidentiality of, any information it maintains or has access to, including, but not limited to, financial information, marketing information, Human Resource Information, (as defined below), payroll, business plans, projections, sales figures, pricing information, budgets, credit card or other financial account numbers, customer and supplier identities and characteristics, sponsored research, processes, schematics, formulas, trade secrets, innovations, discoveries, data, dictionaries, models, organizational structure and operations information, strategies, forecasts, analyses, credentialing information, Social Security numbers, passwords, PINs, and encryption keys (collectively, with patients' information, "Confidential Information"). The Company must also protect Company Property (such as inventions, software, trade secrets, and Developments (as defined below)). During the course of my Engagement with the Company, I understand that I may access, use, or create Confidential Information. I agree that I will access and use Confidential Information only when it is necessary to perform my job -related duties and in accordance with the Company's policies and procedures, including, without limitation, its Privacy and Security Policies (available at hftp://hcahealthcare.com/ethics-compliance/ and the Information Protection Page of the Company's intranet). I further acknowledge that I must comply with such policies, procedures, and this Confidentiality and Security Agreement (the "Agreement") at all times as a condition of my Engagement and in order to obtain authorization for access to Confidential Information and/or Company systems. I acknowledge that the Company is relying on such compliance and the representations, terms and conditions stated herein. General will act in the best interest of the Company and, to the extent subject to it, in accordance with its Code of Conduct at all times during my Engagement with the Company. have no expectation of privacy when using Company systems and/or devices. The Company may log, access, review, and otherwise utilize information stored on or passing through its systems, devices and network, including email. Any violation of this Agreement may result in the loss of my access to Confidential Information and/or Company systems, or other disciplinary and/or legal action, including, without limitation, suspension, loss of privileges, and/or termination of my Engagement with the Company, at Company's sole discretion in accordance with its policies. Patient Information 4. 1 will access and use Patient Information only for patients whose information I need to perform my assigned job duties in accordance with the HIPAA Privacy and Security Rules (45 CFR Parts 160-164), applicable state and international laws (e.g., the European Union General Data Protection Regulation), and applicable Company policies and procedures, including, without limitation, its Privacy and Security Policies (available at http://hcahealthcare.com/ethics-compliance/ and the Information Protection Page of the ® Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only Company's intranet). 5. 1 will only access, request and disclose the minimum amount of Patient Information needed to carry out my assigned job duties or as needed for treatment purposes. 6. By accessing or attempting to access Patient Information, I represent to the Company at the time of access that I have the requisite job -related need to know and to access the Patient Information. Protecting Confidential Information 7. 1 acknowledge that the Company is the exclusive owner of all right, title and interest in and to Confidential Information, including any derivatives thereof. 8. 1 will not publish, disclose or discuss any Confidential Information (a) with others, including coworkers, peers, friends or family, who do not have a need to know it, or (b) by using communication methods I am not specifically authorized to use, including personal email, Internet sites, Internet blogs or social media sites. 9. 1 will not take any form of media or documentation containing Confidential Information from Company premises unless specifically authorized to do so as part of my job and in accordance with Company policies. 10. 1 will not transmit Confidential Information outside the Company network unless I am specifically authorized to do so as part of my job responsibilities. If I am authorized to transmit Confidential Information outside of the Company, I will ensure that the information is encrypted according to Company Information Security Standards and ensure that I have complied with the External Data Release policy and other applicable Company privacy policies. 11. 1 will not retain Confidential Information longer than required by the Company's Record Retention policy. 12. 1 will only reuse or destroy media in accordance with the Company's Information Security Standards. 13. 1 acknowledge that in the course of performing my job responsibilities I may have access to human resource information which may include compensation, age, sex, race, religion, national origin, disability status, medical information, criminal history, personal identification numbers, addresses, telephone numbers, financial and education information (collectively, "Human Resource Information"). I understand that I am allowed to discuss any Human Resource Information about myself and other employees if they self -disclose their information. can also discuss Human Resource Information that does not relate to my individual employment or my job responsibilities and that is not in violation of any other provision in this Agreement. Using Mobile Devices, Portable Devices and Removable Media 14. 1 will not copy, transfer, photograph, or store Confidential Information on any mobile devices, portable devices or removable media, such as laptops, smart phones, tablets, CDs, thumb drives, external hard drives, unless specifically required and authorized to do so as part of my Engagement with the Company. 15. 1 understand that any mobile device (smart phone, tablet, or similar device) that synchronizes Company data (e.g., Company email) may contain Confidential Information and as a result, must be protected as required by Company Information Security Standards. Doing My Part - Personal Security 16. 1 will only access or use systems or devices I am authorized to access, and will not demonstrate the operation or function of systems or devices to unauthorized individuals. 17. 1 will not attempt to bypass Company security controls. 18. 1 understand that I will be assigned a unique identifier (i.e., 3-4 User ID) to track my access and use of Company systems and that the identifier is associated with my personal data provided as part of the initial and/or periodic credentialing and/or employment verification. Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only 19. In connection with my Engagement, I will never: a. disclose or share user credentials (e.g., password, SecurlD card, Tap n Go badge, etc.), PINs, access codes, badges, or door lock codes; b. use another individual's, or allow another individual to use my, user credentials (e.g., 3-4 User ID and password, SecurlD card, Tap n Go badge, etc.) to access or use a Company computer system or device; c. allow a non -authorized individual to access a secured area (e.g., hold the door open, share badge or door lock codes, and/or prop the door open); d. use tools or techniques to break, circumvent or exploit security measures; e. connect unauthorized systems or devices to the Company network; or f. use software that has not been licensed and approved by the Company. 20. 1 will practice good workstation security measures such as locking up media when not in use, using screen savers with passwords, positioning screens away from public view, and physically securing workstations while traveling and working remotely. 21. 1 will immediately notify my manager, Facility Information Security Official (FISO), Director of Information Security Assurance (DISA), Facility Privacy Official (FPO), Ethics and Compliance Officer (ECO), or Facility or Corporate Client Support Services (CSS) help desk or if involving the United Kingdom, the Data Protection Officer (DPO), Information Governance Manager, Caldicott Guardian, Heads of Governance (HoG), Division Chief Information Security Officer (CISO) if: a. my user credentials have been seen, disclosed, lost, stolen, or otherwise compromised; b. I suspect media with Confidential Information has been lost or stolen; c. I suspect a virus or malware infection on any system; d. I become aware of any activity that violates this Agreement or any Company privacy or security policies; or e. I become aware of any other incident that could possibly have any adverse impact on Confidential Information or Companysystems. Upon Separation 22. 1 agree that my obligations under this Agreement will continue after termination or expiration of my access to Company systems and Company Information. 23. At the end of my Engagement with the Company for any reason, I will immediately: a. securely return to the Company any Confidential Information, Company related documents or records, and Company owned media (e.g., smart phones, tablets, CDs, thumb drives, external hard drives, etc.). I will not keep any copies of Confidential Information in any format, including electronic; and b. un-enroll any non -Company owned devices from the Company Enterprise Mobility Management System, if applicable. Except to the Extent Otherwise Agreed in a Separate Agreement, the Following Statements Apply to All Workforce Members 24. 1 shall promptly disclose to the Company all Company Property that I develop during my Engagement. "Company Property" means any subject matter (including inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, software, databases, confidential information and trade secrets), whether belonging to the Company or others, that, directly or indirectly: (i) I author, make, conceive, first reduce to practice, or otherwise create or develop, whether alone or with others using any Company equipment, supplies, facilities, or Confidential Information, or (ii) otherwise arises from work performed by me for the Company, its employees, or agents, (each of the foregoing, a "Development"). 25. As between me and the Company, all Company Property is the property of the Company or its designee, and all copyrightable Developments that I create within the scope of my employment are "works made for hire." 26. 1 agree to assign, and do hereby irrevocably assign, to the Company or its designee all of my Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only right, title, and interest in and to any and all Developments, together with all intellectual property and other proprietary rights therein or arising therefrom, including any registrations or applications to register such rights and the right to sue for past, present, or future infringements or misappropriations thereof. 27. During and after my Engagement, I agree to execute any document and perform any act to effectuate, perfect, enforce, and defend the Company's rights in any Development. I hereby appoint the Company and its authorized agent(s) as my attorney in fact to execute such documents in my name for these purposes, which power of attorney shall be coupled with an interest and shall be irrevocable, if I fail to execute any such document within five (5) business days. 28. If there is a conflict between a term in Sections 24 through 28 and a term separately agreed to in writing with the Company, the term set forth in the separate agreement will control. By signing this document, I acknowledge that I have read and understand this Agreement, and I agree to be bound by and comply with all the representations, terms and conditions stated herein. Signature: Date: Printed Name: 3-4 ID: Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only Date: College/Program Name: EXHIBIT C - ATTESTATION LETTER Attestation of Satisfactory Background Investigation & Drug Screen This letter is to verify that each faculty and/or students on the attached sheet have met, and has evidence on file, the background investigation Level I requirements as outlined in HCA's Human Resources Policy HR.OP.002. Level I requirements are: • Social Security Number verification • Criminal Search (7 years or up to 5 criminal searches) • Violent Sexual Offender and Predator Registry Search • HHS/OIG List of Excluded Individuals/Entities • GSA List of Parties Excluded from Federal Programs • US Treasury, Office of Foreign Asset Control (OFAC), List of Specially Designated Nations (SDN) • Texas Medicaid Exclusions List • No other aspect of the investigation required by Hospital reveals information of concern In addition, I certify that all faculty and/or student(s) listed on the attached sheet have met, and have evidence on file, the following requirement for participation in the clinical education program prior to the start of the clinical rotation: • Drug Screen (as indicated per the affiliation agreement) 83931123\V-2 ®1 Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only Exhibit E TB (Tuberculosis) Questionnaire HA Healthcare TB (Tuberculosis) Questiannairo Name I Date of Birth I Company/Employer: I Clinic Locafon TB (Tuberculosis) OuestlonnaIre 1. Have you previously tested positive during any TB testing? 2. Have you ever been diagnosed with TB? 3. Have you ever had an abnormal chest x-ray? 4. Have you ever taken medication to treat TB? 5. Do you know if you received the BCG vaccination aga inst TB? (More common if foreign born) 6_ Are you pregnant or breastfeeding? 7. Are you allergic to the PP D solution? 8. Do you have a sarcoid or blood disease? 9. Do you have swollen lymph nodes excluding from cold or flu symptoms? 10, Do you have a medical condition, or are you taking medications, which suppress your immune system? HC1; Healthcare" Date of seruice Ye_ No N/A ❑ ❑ ❑ ❑ ❑ ❑ 0 ❑ ❑ ❑ ❑ ❑ o ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ o ❑ ❑ ❑ ❑ ❑ El TB Risk Revlew 1. Have you had a chronic cough for 3 weeks or longer? 2. Excessive production of sputum 3 weeks or longer? 3. Blood -streaked sputum three weeks or longer? 4. Llnexpla i ned weight lass? S. Fever lasting over 3-4 weeks? 6. Fatigue or tiredness lasting for over 3-4 weeks? * Night sweats over 3-4 weeks? 6. Shortness of breath over the past 3-4 weeks? 9. Have you had contact with anyone with active TB disease this past year? 10. Have you traveled to or lived in (>= 1 month) a country with a high TB rate? (Excludes United States, Australia, Canada, New Zealand, and those in western or rnxthern Europe) If you answered Yes to any questlon above, please explain El LE I attest that all of the irrformation provided is true, correct and complete to the best of my knowledge. Signature: Date, ® Revised 10-2023/ 1 Use School Affiliation for Non -Medical Students Only