Loading...
HomeMy WebLinkAboutEducation Affiliation Agreement with St. Luke's Meridian Medical Center for Paramedic TrainingED.UCATION AFFILIATION AGREEMENT This Agreement is made by and between.St. Luke's .Health System, Ltd., an Idaho nonprofit corporation ("St. Luke's'), and the City of Meritlian Idaho by and throwgh the Meridian Fire Departm.ent ("Instifution'`) effective .February 1:5`, 2008 ("Effective Date"). BACKGROUND 1: Instifution maintains one or more programs for the education and training of students; employees, qr other qersons affiliated with lnstitution (collectivel,y "Students") in careers related to health care or the health care industry, including programs identified: in Attachment A. As part of its prograrns, Institution seeks to establish,a relationship with St; L:uke's to provicie clinical or pracfical experfence and training for Students a~liated with Insfitution. 2. St, Luke's is a non-pro~t hospital system dedicated to pro~iding and,improving health cace in the.region. :St. Luke's has determined that assisting in the education and tcaining of health care professionals and others in health care related fields is consistent with and furthers its chacitable purpose of providing and imp~oving health cace in tlie region. 3. To, the extent consistenf with applicable law, patient safety, effective hospital operations, and St. Luke's capacity and capabilities, St. Luke's agrees to cooperate with Institution in Providing Students with pcactical education and tcaining opportunities at St, Luke's facilities as set forth in this Agreement. AGREEMENT 1. Scope. This Agreement applies to Sfudents from Institution in the programs specifically designafed in Attachment A. It does not apply to physician or dentist residency programs. At all times, St. Luke's shall retain the right t'o determirie the programs from which St. Luke's will accept Students for participatton at St. Luke`s ("the Program or Rrograms."). The parties expressly undersEand and acknowledge that, upon rnutual agreement of the parties, the parties may execute supplemental agre.e.ments relevant to specific Frog:rams coveretl by this Agreement that imPose additional terms, eonditlons, gualifications or requirements for such !Programs. Snch supplemental agreements shall be in writing and. shall append this Agreemenf; provided, however that such supplementa.l ag~eements shall be subject to th..e terms of this Agreement. 2. Location. This Agreement applies to Students participating im Programs at fhe St. Luke's subsidlarq campuses or facflifies designated be.low (collectively "St. Luke`s"): St. Luke's Reg'ional Medical C:enter - Boise X St. Luke's Regional Medical Center- Meridian _ St Luke's Maglc Valley Regional Medical Center (Twin Fafls)' _ St. Luke's Wootl River Medical Center (Flailey-Ketchum) Other: 3. Institutlo.n's D.ufies. 3,1 Institution Representafive, Insfitution shall designate an employee or agent of Institution tb' repcesent Institution in: coordinating the Prog~am and~communicating .i+vith St tuke's. Institution shall notify St. Luke's of the name;'title and contact information for the cepresentative. At the outset of this Agreement, I~stitution.designates the following person as its representaEive; Name: Title: Add~ess:. P,hone: Email: Insfltution shall' notify St. Luke's if it` changes the representati,ve: Page 1 of 9 Er-ort Uriknown document property name. 3.2 Administration of Rcogram. Institution shall, in consultation with St: Luke's, develop and. admini.ster the Program„ ineluding but not tiinited to defining and eommunicating with Students eoncerning Program objectives, requiremenfs, schedwles, and Student experiences to be included in the Pragram: To the extent that the P,cogram is part of an academic curricul'um ~or invol~es academlc credit, Institution shall be responsible foc developing and administering all academic aspects of the P.rogram,'including but not limited to deyeloping and publisFiing Program descriptions, objectives, and requirements; de~eloping; maintaining, and reporting academic reeords; evaluating or grading Sfudent performance; determiniog Fr.ogram credit; arid resolving any academic issues with the Sfudent. 3.3 Coordinatfon of Stuclent Partlcipation. Instifution shall, in consultation with St. Cuke'"s,, coordinate the StudenYs participation in the Program, including the following:. a. As early as reasonably possible but no less than thirty (30,) days ,prior Co the date. that a Student is to comm.ence participation in the. RFogram, Insfitution shall contact St. Luke's to de,termine St. Luke's capacity to accept Students and coordinate the schedule for the Pragram, including the term during which the Student will participate in the Program. St. Luke's shatl be enfitled to decline to accept new Studedts into the Program if St. Luke!s lacks capacity or cannot identify a sufficfent number of qualified and willing e.m.ployees or personnel as reasonably required to provicle app[opriate supervision of Studenfs in the Frogcam.: - b. At least fifteen (15) days prior to the date that a Student fs to commence participation in the Program, Institution shall provide to, St. Luke's any information or documentation reasonably required b,y St. Luke's concerning the Student who wiA be participating, in the Program, including the StydenYs name, confact informatlon, relevant experienee; quali~cations (as described belowj, and any other information that Instifution believes St: Luke's shou..ld know or that. is ma_terial fo StudenYs successful parti'cipat(on in the Progcam, e. During the Program, Institption: will continue to cooperate, coocdinate and communicate with St.. Luke's concer,ning any adclitional needs or.issues tfiat may arise relafing to the Student's participatlon in the Program. Institution will immediately notify St. Luke's if' InstituEfon recefves information that may affeet:the StudenYs participatioa in or qualification for the Program, or that may suggest thaf StudenYs par#Icipatlon in the Program qoses a risk "to St. Luke's patierits, personnel, or oPerations. 3A ~Qualified Sfudents, Institution shall identify and refet to St. Luke's only those SfudenEs who. are qualifled to participate in the P~ogram according to criteria jointly established by Instlfution and St.. Luke`s. To be qualifled to particiPate in the Program, each Student'shaH sat(sfy the following criterfa in. addifion to any other criteria that the parties may require: a. Be a Student in goqd standing with the Institution. b: Successfully passeil basic feaining or course: work and otherwise be determined ,to have the necessary education, training, skills, and b.asic competency to participate. in and fulfi_II, the duties associated with the Program. c. Successfully:passed a background check performed by a qualified entity or agency. At a minimum; the background check shall includec (1), a search foc any criminal con~ictions (felony and misdemeanor) during the preceding seven (7j yea~s; (2) a sear.ch of the Office of Inspector General's (OIGs) list of indl.viduals; who are excludecl from participating in govecnment health care programs; and (3) a search 'gf Jdaho's s.ex offender registry. Institution shall be. responsib1e for ensuring that the background check has been performed prior to StUdent's parficipation in the Program. lnstitutiorn shall disclose the results of the background check 4o St. Luke's prior tp Stud'ent's part(cipation in ttie Progcam. lnstitution and/or Student shall be ~esponsible: for the cost of the background check. d. Not have a histo~y or crlminal record (including conviction, plea agreement, withheld judgment, ~or pending charges) concerning any of the following ceimes (felony oc misdemeanorj; (1) sexual assault, rape,1ndecent exposure, lewd and lascivious behauior, or any crime involving non-consensual sexual conduct; (2j child abase or neglecf, sexual exploitation of childeen, child abduction, contributing to the Page 2 of 9 Error6 Unknown d"ocument property name. delinquencyor neglect of a child, enticing a child for immor.ai purposes, exposing a minor to pornography oc other harmful materials, incest, or any other crime involving childr'en as victims or partlcipants; (3) vulnerable adulf abuse, neglect, or exploitation; (4.) homielde or manslaugtiter, (5) assault or battery occurring within the prior seven years;, (6) drug trafficking or other offenses involv.ing, narcotics, alcohol or controlled substances during the prior five years; ,(7) theft, ;em6eulement, fcaud, or .oiher ccimes `involving dishonesCy cgmmitted during the prior,five years; (8) driving unde~ the influence during the prior.two yeaes if the Student's duties in the Program may- involve driving; and (9) ,any felony conviction. St. luke's reserves the: right to disqualify a Student if tFie Sfuiient has a history of other ceimes qr misconduct. e. Received the immunizations, tests, or otherwise satisfy the requirements set forth in the Attachment B ~elating Co communicable diseases. institution shall be respons'ible,for ensuring that Student has received the required, tests or immunizations, oc otherwise satisfies such requiremenCs prior to StudenYs participation in the Program. Institution and/or Student shall be responsible for th'e cosf of the tesCs and immunizations. f: Be able to perform Student's duties under the Program in a manner that wilf not pose a risk to St. Luke's patients, personnel, or visitors, or~otherwise unduly'interfere with St, Luke'.s operations.; g. wave and mainCain the insurance required by fhis Agreement h. Agree fo abide by St. L"uke's policies a.nd procedures set forth in the Student Agreement:attachecJ as Attachment B. Instifution shall provide a copy of the Sfudent Agceement to the iStudent and confirtn the Student's willingness to a6ide by the terms of fhe Student Agreement. Institution shall be re5ponsible for confirming the qualifications of Students in the P%gram, Upon Sf. Luke's request, Institutfon shall pr.ovide documentation of the Student's qualifications, and St. Luke's shall have the rigfif to disapprove of any Student that it'believes does not qualify for any reason. St. Luke's shal4 not be r..equired to provide services' pucsuant to this Agree-nent for any Student so disappcoved. Furthermore,. St, Luke's shall have the cight to immediaCely terminate, suspend, or restrict a StudenYs partlc(pation in the Program at any time if St. Luke's determines that the Stud'ent fails to satisfy the qualification set forth in this Agreement, 3.5 St. 'Luke's Suppo,rt. Institution shall be. avallable, cooperate with, and serve as a resource to St. Luke's in addressing any Guestions, concerns or issues that arlse during the Rrogram, including but not limited to acideessing Student needs; enforcing applicable policies or procedures; resolving, conflicts involving Students; efc. 3.6 Reco,rds and Documentation. If Institution requires that St. Luke's complete any forms or reports rele~ant to Stuclent's, participation in the Peogram, InsUtution. shall provlde such forms, repo~ts or requirements to St. Luke's, 3:7 Faculty. If Insti,tution se,eks to: provide additlonal faculfy or personnel to assist in supetvlsing qr training the Studentat Sf: Luke's facilities, such faculty or personnel must comply wlth SE. Luke's requirements cgnceming eredentials. or qualifications; the scope of activities to, be perFormed at St. Luk'e's; and St. Luke's policies and procedures: 3:8 Cooperation 'in I.nvestigatlon. If an incldent occurs as a resulf of or related_ to ,the Frogram, which incident may give rlse to a claim against St, Luke's by any patienf, employee or other person,. Institu. tion agrees to cooPerate with St. Luke's in investigating and responding to the incident to the extent allowed by law, 4. St. Luke's Dut(es. 4:1 ~St. Luke's Represenfative. St. Luke`s_shall designate an employ,ee or agent of $t. Luke's to represent St. Luke's in coo~dinatiag the Progcam and communicating with Instftution. St. Luke's shall notify Institution of the name; title and contact information for the rep~esentative. At the outset of this Agreement, St. Luke's appoinfs'the following person as its representative: Page 3 of 9 Erroel Unknown document property name. Name'. Dessa Lagerstrom Title; ,Student Sefvices Sap.ervisor Address: St. L.uke's Regional Medicai.Genfer; Student Services, 190 fast Bannock Street, Boise, Idaho 83712 Phone: 20,8-381=1504 Email: ;lagerstd@slrmc.org 5t. Luke's shall notify Institution if it changes the representative: 4.2 St. Luke's PersonneL St.. Luke's shall assign or otherwise arrange for wiiling and qualified Sf. Luke's emPloyees or personnel to pcovide supecvision and training of Students as ~easona6ly necessary for the safe, effective op:eration of the:Pcogram consistent with the Pcogram's objectives. St. Luke's shall notify Institution of the number of Students :it may accept in the Peogram given St. Luke's capacity and ability to provide such willing and qualified: employees or personneL in the event that St. Luke's lacks sufficient capacify or is unable to: identify such willing and qualified pecsonnel, St. Luke's may refuse to accept Students for participatlon in the Frogram and/or may terminate a 5tudent's participation in the Progeam. 4,3: Orientation, ~St. Luke's wilf orfent each Student in the Program and any other Institution faculty member who provides services at St. Luke's conceming St. Luke's pollcies; procedures, and Program reGuiremenfs. 4.4 Sfudent Agre. ement. P-rior,to StudenYs participation in the Program, St: Luke`s will provide and require each Student to complete the Stadent Agreement attached as Attachment B, as it may be. amended. The Student Agreement is a condltion to eaeh Student's partlcipatlon in the Program: 4.5 Educational Experience, St. Luke's will cooperate with Instltufion in cieveloping and implerrient'ing tlie Pr:ogram and in selecting and providing a.ppropriate education and tcaining experiences f.or Students that are:consistent with th.e requiremenfs and objectives; of fhe Pcogcam; provided, however, that such ~experiences shall be su6ject to applicabfe laws, and regufations; licensing, accreditation, and professional standards; St. 'Luke's. policies and pcactlces; and the terms and conclitlons of fhis Agreement. 4.6 Records end Reports. St. Luke's shall eom,plete and provide to Institution such records and reports as reasona4l.y required by Institution tq document or report on fhe Student's participation in the Program, provided that such recorcls. and reports are nat undu.ly burdensome and do not require disclosure of informaflon prohibited by applicable law or St. Luke's policies or,practices: 4.7 Equlpment and Supplles: St. Luke's shall n~t'6e responsible for providing any equipmenf or supplies to Studenfs, except such equlpment ancl supplies as St. Luke's normally provides to employees as pad of its. regular operations. All such eguipment and supplies shall nemain fhe property of St: Luke's, and shaU be used solely'for St. Luke's pucposes; 4.8 Responsibility for PaEient Cace and Operations. St: Luke's, through its authorized personnel, shall at all fimes have and retain'the. cesponsibility for and the right to direct appropriate pafient care and hpspifal operations. Excepf as ofherwise relevant and appropriate to the education expeNence of the Rrogram, St. Luke's will not use Studenfs Co pecform services in Ifeu of St, Luke's staff. Students and Instifution faculty pro.viding; services on'St. Luke`s campuses shail be subject to St. Luke's authority and direction. A:9 Communication with Students. St. Luke's shall have the right to contact Students ducing or after their particiPafion in the Program for any reason related to the Frogram, including buf not limited to the in~estigation or cesponse to any incident'thaE occuned as a"result of the Program. In addition, St. Luke's shall ha~e the right to confact such Students regarding employment opportunities. aC St. Luke's. 5. Patient Safety and St. Luke's Operations: Notwitfistanding anything in this Agreernent to the contrary, St. Luke's shall have the right fo take any action it deems nece5sary to profect the safery and well= !befng of St-. Luke's Patients, personnel, or visitors, and to ensure e~cient; effective hospital operatlons, Page 4 of 9 Erro"rI Unknown documerit property name. inciuding but not limited tp (mmediately and summarily restricting; suspending, or terminating a Student's participatiort9n-the Program at St. Luke's. St. Luke's shall immediately notify Institufion of such acfion. 6. Compltance. In performing the dufies reyuired under this Agreement, Institution and St. Luke's shall comply with all applicable laws, regulatlons and~ordinances, and shall coopecate with'fhe other pacty's efforts to comp{y with the law. Each party shali obtain and maintain cuerent licenses, ~certifications, or authorizations necessary fo the pertormance of their respectiye duties under this Agreemenf. 7, Nondiscrimination, Instifution and St. Luke's shalf not discciminate a,gafnst any Student or other person in ~iolaiion of applicable law. 8. Tertn. This Agreement shall be for fve (5) years commencing on the EffectiVe Date, unless eadler terminated pursuant'to the terrhs of this Agreement. After the Initial five (5) year period; this Agceement shall automatically renew f.or subsequerit one year perlods unless either;party provides contrary notice to the other party af least ninety (90) days prlor to the annuaC renewal date. 9. Termination. 9.1 Termination Wlthout Cause. Elther pany may terminate thls Agreement without cause by~ giving the other party written notice at least ninety (90) days prioc to the effective date of such termination; provided, howe~er, that Students who are participating'in the Program at the time of the notice shall be given the opportunity to complete the surrent term of the Program in which they are participating. 9.2 Termi'natlon With Cause. Either party may terminate this Agreement due to a material breach by the other party. The parfy se~eking termination shall give the other party notice of such breach. The. party recelving the notlce shall have fifteen (45) days ~to cuce such 6ceach. :If such breach ls not cured within the 15-day period, the terminatiocn shall be effective upon ,notice by the party seeking termination~. 9:3 Immediate Term(natfon. Notwitf~standing anything in tbis Agceement to the conErary, St.. Luke's may immediately terminate this Agreememt withouf prior notice if any of the following occur: a. St. Luke's determimes in good faith that its participation in this Agreement jeopardizes the health or weU-being of St. Luke's patients, staff m.embers, or hospital operations. b. St. Luke's detenmines in good feith that its particlpation in this Agreemenf violates applicable law or regulations, or jeopardizes St. Cuke's status as a non-profit, tax-exempt entify. c. ~St. ~Luke's is, after good faith efforts, unable fo (dentif.y a su~cient number of St, Luke's employees or personnel who are wllling and/or qual~ied to provlde the sup.ervision or training teasonably necessa.ry for the safe and effective operation .of the Program.. d. Inst(tutfon faps'to maintain the in§urance required by this Agreement, 9.4 Effect of Termin.ation, llpom terminatiqn of this Agreement; neither Party shall haye any future obligation under this Agreement except for obligatfons accruing prior to the date of tecmination, and obligaf(ons, pcomises, or covenants contained herein which are expressly made or intended to extend beyond the term(s) of this Agreement, such as duties related to confidentiality and recqedkeeping. 10. Not(ce. Any notice r,equired or permitted tq be given by this Agreemenf shall be g(ven post paid, flrst class, regtstered or cert~ied mail, or by cou~ler, pro,pe~l,y ad .dressed to the other P,arty at the respecti~e address as show below: if to St. Luke's;, St; Luke's Regional Medical Center, Ltd. Atfn: Stud .ent Seniices 1`90 E. Bannock Streef Boise, Idatio 83712 Page 5 of 9 Prror! Lnknown document propecty'name. If to; Institution; 11. Insurance~: 11.1 Students. Institution shall provide anci maintain, or shall require each Student who participates in the Program io haye and maintain, at all time5 cluring Student's participafion in the Program: (1) health insucance coverage; and (2) Professional liabllity or other appilcable liability'insurance covering StudenYs actions under tFie. Rrogram. The liabil(ty insurance policy shall contain limits in the amount of $1,000,000 per oceurrence and $3,000,000 in the general aggregate. Upon St. Luke's reyuest, Institution shall provide .proof of such insuranee to St. Luke's. Institution shall riotify St. Luke's at least thirty {30) day5 in writing prior to .cancell.ation, reduction: o"r material change in covecage. 11.2 Institution. Af all times during this Agreement,lnstitutlon shall maintain liability insurance covering.ttie actions of tnstitution and its employees, agents, and faculty (including but not limited to faculty members or other pe~sonnel utifiied by Institutiqn to assist in the Program at St. Luke's) in. Performing actions related to the Prog~am. The liabiliry insucance policy shall contain limits'in the amount of $1,000,000 per oceuctence antl $3,000,000 in the genecal aggregate. Upon SL: Luke's request, Institution shall provide Prqof of suc.h insueance to St: Luke`s. Institution shall notify St. Luke's aE least thirty (30) days In uvritlng prior to cancellation, reduction or maEerial change in coverage. 1t:3 St. Luke's. At alf times during'this Agreement, St. Luke's shall maintain liability insurance cove~ing tlie actions of St, Luke's and its employees and agents in performing actions related .to the Program; T_he liability insurance policy shall contain limits in at,least the amount of $1,000,000 per occur~ence and $3,OOO,U00 in the general aggregate. Upon Institution's ceyuest, St.. Luke's sh: all provide pcoof of such insurance. to Instifution. 12: Indemnification. 12.1 By Institution~. Institution agrees to indernnify and hold harmless St. Luke'sfrom any and alf:claims, liabilities, iiarnages, losses; demands, costs, or suits of any nature whatsoever, caused by the InstiCution, or fhe Instltution's Students; faculty, employees, cepresentatives, or agenCs, for property clamage, personal injury or death, or otherwise arising ouf of; ar in connect'ron wifh, or incldenfal to the perfocmance of services pursuarni to this Agreement., This ind'emnity shall ;include, without limitatfon, costs, expenses, and attomey's fees occasioned bq said loss, damage, liabilities, clairris, demands, or suits as well as the full amount of anyjud,gmenYrendered orcompromise settlement made, plus court costs and interesf. 12.2 By St. Luke's. To the extent of applicable insucance,, S,t. Luke's agrees to indemnifq and hold harmless Institution fcom any and all claims, liabilifies, damages, losses, demands, costs, or suits of any natuce whatsoe.ver, caused by St. L' uke's, or its employ,ees, representafives, or agents, for proP,erty damage, personal injury or death, or otherwise. arising out of, or in connection with, or incidental to St. Luke's performance of services pursuant fo this Agreement. This indemnity shall include, without limitation, costs, expenses, and attorney's fees occasioned 6y said loss;, damage, liabilitles, claims, demands, or suits as well as fhe full arnownf of any judgment rendered or compromise seftlement made~, plus court costs and inferest. 1"3. Relationship of Parfies. The parties acknowledge that, while performing duties under the Frogram, Students shall be considered fo; be membecs of St. Luke's workforce solely for purposes of the HIPAA pri~acy and security regulations, 45 C:F:R. part 16A. Nothin,g in this Agreement shall, create, nor be deemed to create; an employment, partnetship, joint veniure, or an agency relationship between the parties or between Si.: Luke's and any Student. Neither party is authorized to acE on behalf af the other party unless the other'has agreed in aclvance irt writing: St. Luke's shall not be cesponsible for the payment of a.ny compensation or wifhholding of any taxes to or for fhe benefit of Sfudents oc Institution faculty, and S.tudents and Institution faculty shall not be enfit(ed to any compensation or 6enefits othervvise available to St. Luke's employees. Page 6 of 9 Errorl Unknown document property name. 14. Non-Exciusivity. The parties recogniie that. fhe services pcovided by this Agreement are not intended to 6e excl'usive. Either party may enter similar agreements or arcangemenfs with other pa~ties. 7his Agreement shall nat preclude either party fcom pursuing, educational; tcaining or research activities outside the scope of fhis Agreement: 1:5'. Asstgnment. This Agreement, and the duties provided therein, shali not be assigned or tcansfened without the express written consent` of either:party; provided, howe~er, that St: Luke's may delegate or assign its rights and duties to its subsidiary "facilifies at which .the Programs will be implemenfed. 16'. No Referrals: Nothing in this Agreernent is intended to nor shall it be interpreted to require fhat any pecson or entity refer any patient to St: Luke`s for any items or services covered by any state or federal health care progcam. 17. Ownecship of Records. All records that are created by either party related to this Agceement shall belong to the party Ehat cceated the records. Notwithstanding the foregoing, each party shall provide the original or copies of fhe records, reports or other documents requited to be produced to the other party as pravided in sections 3 and 4 of the Agreement. Furthermore, to the extent consistent wifh applicable law, each party shall have a right to access or obtain copies of the.recocds of the other.party related to the Progcam lf reasonably necessary for the party's operations upon ceasonable request and payment of reasonable copy charges: 18. Record Retention. The parties agree that until fhe expiration offour (4) years following termination of thisAgreement, the parties shall, to the extent requiced by law, make available to the Department of Health end Hurnan Services or the Comptroller General, this Ageeement and any books, documents or reeor.ds that are necessary to certify.the nature and extent of costs claim.ed. to Medlcare under this Agreement. The partfes agree that if either of them subeont~act or ass(gn any portion of this Agr,eement in excess of ten fhousand dollars {$1Q,000) to a related organizatlon,, such subcontcact or assignment shall require the related orgaaization to also make available the books and recard5.deseribed (n this section. 19. Conftdentiality. During the cour.se of this Agreemerit, Institution may:receive or eome into contacf with confldential, proprietary, or protected information concerning Sf., Luke''s, its affiliates, members, subsldiaries, ernployees, personnel or patients. This irnformation shall include, but not be limited tq, protecfed health infocrriation concerning St. Luke's patients. [nstitution shall: (1) tceat all such information as proprietary and confldential whether or not i.dentified as proprietary and confl'dential; (2} immediately notify St. `Luke`s of the receipt of such irifortnatiqn when such receipt is not authorized by St. Luke's; (3) maintain and proYect the confidentiality of such Informadon, and not use or.disclose such informatlon without St. Luke's prior express, ytiRitten consent; and (4) pcomptly return any such information in its possession upon termination of this Agreement or at S.t. Luke's request., 20, Non-Solicitation. Institution ackn .owledges and agrees that Sf.. Luke's' has invested substantial amounts of time and ezpense'in the education and fraining of its employees. Institution. ag~ees that Institution shall not interFere with the relationship between St. Cuke's and its employees, and that Institution wilt not seek to employ,, contcacC with, or solicit St. Luke's employees to provlde any services for Institution or thicd parties without St: Luke's written consent. 21, Injunctive Relief.; Institution agrees that in the evenC Institwt(on breaches or threaten"s to breach the provisions of the Confidentiality or Non-Solicitatfon ,sections, such breach or thceatened breach woufd cause. ineparable harm to St. Luke's, and St; Luke's would be entitled to inJunctive and other equitable relief to preuent such breach ot io remedy an actual breach. 22. Survivability.. Any proyision that requires or might cequire, performanee after the termination or expiration of this Agreemeot shall survive terminatlon of this Agteement, ineluding buf not limited to the. sections dealing witFi Com~dentiality, Non-Solicitatf.on, Ownership of Records, Record Retention, etc. _ 23. No Rights .in.Thfrd ParFies. This Agreement shall not create any rights or inure to the bene~t of any third parties, including but not limited to Studenfs or Institution faculty; provided, however, that any subsidiary facility of St., Lu,ke'S may enforce the terms of tliis Agreement to the eztent tfiat it accepts Students for participation in the Program at its facility. Page 7 of 9 Errorl Unknown document property name, 24. Governing LawNenue/Choice of Law P,rovisl.ons. Thi"s Agreement shail be governed by and shall be construed in accordanse with the laws of the State of Idaho, regardle5s of its choice of law provisions. Acny dispute, con.tro.v.ersy or other claim arising ouC 4f tbis Agr.eement shall be arbitrated or tried in Ad'a County; Idaho. 25. Altemative Dispute Resolution. In the event of a dispute arising out of the terms of ttiis Agreement, the parties agree to sub.mif the dispute to binding arbifration. If the parties cannot agree on a single arbitrator, fhe parties shall each select an arbiteator, which arbitrafors sha..ll appoint a third arbitcator. The. acbiteator(s) will hear and' resolve tiie dis,pute according to such procedures as the partfes arid/or arbitrator(s) shall reasonab{y;decide: The arbitcator(s) shall have authorify to award reasonable costs and #ees to #he prevailing party. 26. Valldtty. If one or more of the provislons contained in this Agreement is held invalid, illegal or unenforcea6le in any respect by any court of competentjurisdiction, such hofding will not impair the validity; legality; orenforceability of the remaining provisions. 27. Entire Agreement. This Agteement, including any incorporated exhibits, addenda, anci atiachments consfitufes the. entire undersfanding of the parties, This Agreemenf supersedes and terminates all prior representation, warranties, and agreernents, written or orak, ~ega.rding the subject matt.er of this Agreemenf. Any modification to this~ Agreement m. ust ;be in writing signed by bofh pa_rties. 28. Authority. The pecsons executing tfiis Agreement represenf and warrant that they are duly authorized to execute this Ag~eement on, behalf qf their re5pective party, and #hat this Agreement is binding on ,the Party and ifs success.ors. Signed: ~St. Luke's Hea.lth $ystem, .Ltd., By: 4 a~,2~ ~~v'r~ ~ Nam.e` nne Clavelle Title: Vice PresicJe.nt, Nursing and Patient Care Servi'ces Date: 3 ~S. _~ ~ CJ Idaho State Instttutlon By; _ - Name: I '~ Title: Date: ~ ~ ~ ~ ~iG ~ Page 8 of 9 Errorl Unknown document property neme. ATTACHMENT A PROGRAMS COVERED BY TMIS AGREEMENT The Education A~liation Agreement shall aPply to Students fcom the programs that are checked bel.o. w: Glinical Lab Sciences _ Health information Techno(.ogy Health Care.Administration. Heaith Education _ Health Occupations _ L.abor & Deli~.ery Nursing Licensed Praetical 'Nurse Nu~se'Practitioner Nursing Nutrition and D. iets Occupational Thecapy X Paramedic / Emergeneq Medicat. Technicia.n • _, ,Pharmacy ' _ Ph:ysical Therapy Fhysical Therapy Assistant Rhysician qssisfant Radiology _ RespiratoryTherapy • Social VUork _ Speech, Thecapy Other: Page 9 ,of 9 Eirorl Unknown docurtient propeAy name.