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EXHIBIT 99.3
CLINICAL AFFILIATION AGREEMENT
This Clinical Affiliation Agreement (this "Agreement") is
made and entered into as of March __, 2005, between Deaconess
College of Nursing LLC, a Delaware limited liability company (the
"College") and Forest Park Hospital Corporation #1, a Missouri
corporation ("FPH").
RECITALS
WHEREAS, the College offers to enrolled students a degree
program in the field of nursing;
WHEREAS, FPH operates a comprehensive medical and
educational facility in St. Louis, Missouri (the "Facility");
WHEREAS, the College desires to provide to its students a
clinical learning experience though the application of knowledge
and skills in actual patient-centered situations in a medical and
educational facility; and
WHEREAS, FPH desires to make the Facility available to the
College for such purposes.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements set forth in this Agreement, and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this
Agreement agree as follows:
1. RESPONSIBILITIES OF THE COLLEGE.
a. Clinical Program. The College shall be responsible for the
implementation and operation of the clinical component of its
program at the Facility (the "Program"), which Program, including
all courses, shall be approved in advance by FPH.
(1) The clinical component of the Program that involves
instructor-guided patient care activities shall include, but not
be limited to the following:
(a) orientation of students to the clinical experience at the
Facility;
(b) provision of classroom theory and practical instruction to
students prior to their clinical assignment at the Facility;
(c) preparation of student/patient assignments and rotation
plans for each student and coordination of same with FPH;
(d) explanation of and compliance with the policies and
procedures at the Facility;
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(e) continuing oral and written communication with FPH
regarding student performance and evaluation, absences and
assignments of students, and other pertinent information;
(f) supervision of students and their performance at the
Facility;
(g) participation with the students, in FPH's quality assurance
and related programs; and
(h) performance of such other duties as may from time to time
be agreed between the College and FPH.
(2) The clinical component of the Program that involves
preceptor-guided experiences shall include, but not be limited
to, the following:
(a) designation of a person or persons to coordinate and act
as liaison with appropriate FPH personnel;
(b) provision of a list of participants to appropriate
department(s) at the Facility;
(c) provision of classroom theory and practical instruction to
students prior to their clinical experience at the Facility;
(d) coordination of clinical experiences with preceptor at the
Facility;
(e) explanation of and compliance with the policies and
procedures at the Facility; and
(f) continuing oral and written communication with preceptor
regarding student performance and evaluation, absences, and
assignments of students, and other pertinent information.
b. Clinical Rotations. During the initial term of this
Agreement, the College shall ensure that all on-campus (but not
on-line) Bachelor of Science in Nursing (BSN) students and all on-
campus and on-line Associate of Science in Nursing (ASN) students
complete at least one rotation through the Facility.
c. All students, faculty, employees, agents and representatives
of the College participating in the Program at the Facility
("Program Participants") shall be subject to the direction of the
Facility's administrator with respect to the Facility.
d. Other responsibilities.
(1) Insurance. The College shall maintain for itself and shall
provide to the Program Participants or require that Program
Participants obtain and maintain appropriate general and
professional liability insurance coverage in amounts of at least
$1,000,000 per occurrence and $3,000,000 in aggregate.
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(2) Health of Participants. The College shall provide to FPH
information provided to the College, and such other information
as required by FPH from time-to-time, showing that each Program
Participant is free from contagious disease and does not
otherwise present a health hazard to FPH or its students,
residents, clients, patients, employees, volunteers or guests
prior to his or her participation in the Program. Such
information shall include without limitation the results of a
recent tuberculin skin test, chest x-ray and physical examination
and evidence of immunity from rubella and measles. The College
and/or the Program Participant shall be responsible for arranging
for the Program Participant's medical care and/or treatment, if
necessary, including transportation in case of illness or injury
while participating in the Program at the Facility. In no event
shall FPH be financially or otherwise responsible for said
medical care and treatment.
(3) Dress Code; Breaks. The College shall require the students
to dress in accordance with appropriate dress and personal
appearance standards approved by the College. Such standards
shall be compatible with FPH's standards regarding the same. All
Program Participants shall remain on the Facility premises for
breaks, including meals. Program participants shall pay for
their own meals at the Facility.
(4) Performance of Services. All faculty provided by the
College shall be duly licensed, certified or otherwise qualified
to participate in the Program at the Facility. The College shall
have a specially designated staff for the performance of the
services specified herein. The College 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 FPH and any rules and regulations of the College
as may be in effect from time to time.
(5) OSHA Compliance. The College shall be responsible for
compliance by Program Participants with the final regulations
issued by the Occupational Safety and Health Administration
governing employee exposure to bloodborne pathogens in the
workplace under Section VI(b) of the Occupational Safety and
Health Act of 1970, which regulations became effective March 6,
1992, and as may be amended or superseded from time to time (the
"Regulations"), including, but not limited to responsibility as
the "employer" to provide all employees with (a) information and
training about the hazards associated with blood and other
potentially infectious materials, (b) information and training
about the protective measures to be taken to minimize the risk of
occupational exposure to bloodborne pathogens, (c) training in
the appropriate actions to take in an emergency involving
exposure to blood and other potentially infectious materials, and
(d) information as to the reasons the employee should participate
in hepatitis B vaccination and post-exposure evaluation and
follow-up. The College's responsibility with respect to the
Regulations also shall include the provision of the hepatitis B
vaccination in accordance with the Regulations.
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(6) HIPAA. The College shall be responsible for compliance by
Program Participants with applicable provisions of the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA")
and the regulations promulgated thereunder.
2. Responsibilities of FPH.
a. FPH shall accept the students assigned to the Program by the
College and cooperate in the orientation of all Program
Participants to the Facility. FPH shall provide the
opportunities for such students, who shall be supervised by
either the instructor or preceptor, to observe and assist in
various aspects of patient and related care. FPH shall
coordinate the College's rotation and assignment schedule with
FPH's schedule and those of other educational institutions. FPH
shall at all times retain ultimate control of the Facility. FPH
shall at all time retain ultimate responsibility for patient and
related care.
b. Upon the request of the College, FPH shall assist the
College in the evaluation of each Program Participant's
performance in the Program. However, the College shall at all
times remain solely responsible for the evaluation and grading of
Program Participants.
c. Insurance. FPH shall maintain for itself appropriate
general and professional liability insurance coverage in amounts
of at least $1,000,000 per occurrence and $3,000,000 in
aggregate.
3. MUTUAL RESPONSIBILITIES. The parties shall cooperate to
fulfill the following mutual responsibilities:
a. Students shall be treated as trainees who have no
expectation of receiving compensation or future employment from
FPH or the College.
b. Any courtesy appointments to faculty or staff by either FPH
or the College shall be without entitlement of the individual to
compensation or benefits for the appointed party.
4. WITHDRAWAL OF PROGRAM PARTICIPANTS.
a. FPH may immediately remove from the premises any student who
poses an immediate threat or danger to personnel or to the
quality of medical services or for unprofessional behavior.
b. FPH may request the College to withdraw or dismiss a student
or other Program Participant from the Program when his or her
clinical performance is unsatisfactory to FPH or his or her
behavior, in FPH's discretion, is disruptive or detrimental to
the Facility and/or its patients. In such event, said Program
Participant's participation in the Program shall immediately
cease. Subject to the provisions of Section 4.a. above, it is
understood that only the College can dismiss the Program
Participant from the Program.
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5. INDEPENDENT CONTRACTOR. The parties hereby acknowledge that
they are independent contractors, and neither the College nor any
of its agents, representatives, employees, students or Program
Participants are employees of FPH. In no event shall this
Agreement be construed as establishing a partnership or joint
venture or similar relationship between the parties hereto. Each
party 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 FPH for any salaries, insurance or
other benefits. The provisions of this Section 5 shall survive
expiration or other termination of this Agreement regardless of
the cause of such termination.
6. NON-DISCRIMINATION. There shall be no discrimination on the
basis of race, national origin, religion, creed, sex, age,
veteran status, or handicap in either the selection of students
for participation in the Program, or as to any aspect of the
clinical training; provided, however, that with respect to
handicap, the handicap must not be such as would, even with
reasonable accommodation, in and of itself preclude the student's
effective participation in the Program.
7. TERM; TERMINATION.
a. The initial term of this Agreement shall be ten (10) years,
commencing on the date hereof. After the initial term, this
Agreement can be terminated in accordance with Section 7(b).
Notwithstanding the foregoing, this Agreement can be terminated
upon 60 days notice by either party, after material breach by the
non-terminating party of its obligations hereunder and failure to
cure such breach within 30 days after receipt of notice thereof.
b. Except as otherwise provided herein, either party may
terminate this Agreement at any time after the initial term
without cause upon at least one year's prior written notice,
provided that all students currently enrolled in the Program at
the time of notice of termination shall be given the opportunity
to complete their Program.
8. INDEMNIFICATION. Each party shall indemnify and hold
harmless the other party and the other party's officers,
directors, employees and agents, against and from any liability,
loss, damage, cost and expense (including reasonable attorneys'
fees and costs of litigation) arising out of or resulting from
the willful misconduct, gross negligence of, or breach of this
Agreement by, such party in performing its obligations under this
Agreement; provided, however, that neither party shall be liable
for loss of profit or any other incidental damages to the other
party. The indemnification provided for in this Section 8 shall
survive the termination of this Agreement.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the parties 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 signed by each party hereto.
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10. SEVERABILITY. 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.
11. CAPTIONS. The captions contained herein are used solely for
convenience and shall not be deemed to define or limit the
provisions of this Agreement.
12. NO WAIVER. Any failure of a party to enforce that party's
right under any provision of this Agreement shall not be
construed or act as a waiver of said party's subsequent right to
enforce any of the provisions contained herein.
13. GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the state of Delaware
without regard for the conflicts of laws provisions thereof. The
provisions of this Section 13 shall survive expiration or other
termination of this Agreement regardless of the cause of such
termination.
14. ASSIGNMENT; BINDING EFFECT. Neither party hereto may assign
or transfer any of its rights, duties or obligations under this
Agreement, in whole or in part, without the prior written consent
of the other party. This Agreement shall inure to the benefit
of, and be binding upon, the parties hereto and their respective
successors and permitted assigns.
15. 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 and shall be addressed as follows:
If to the College: Deaconess College of Nursing LLC
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▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
With a copy to: DeVry Inc.
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Attn: General Counsel
If to FPH: Forest Park Hospital Corporation #1
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▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Nursing Officer
With a copy to: Doctors Community Healthcare
Corporation
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Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
or to such other persons or places as either party may from time
to time designate by written notice to the other.
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[Signature pages follow]
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IN WITNESS WHEREOF, each of the parties hereto has duly
executed this Agreement as of the date first written above.
DEACONESS COLLEGE OF NURSING LLC
By:
___________________________________
Name:
Title:
FOREST PARK HOSPITAL
CORPORATION #1
By:
___________________________________
Name:
Title:
