INSTITUTIONAL AFFILIATION AGREEMENT THIS AGREEMENT is

INSTITUTIONAL AFFILIATION AGREEMENT
THIS AGREEMENT is made and entered into this ., ~
day of
ly
, 2008, by
and between ROCKHURST UNIVERSITY, a Missouri benevolent corporation ("Rockhurst"),
and RESEARCH COLLEGE OF NURSING ("RCN") sponsored by MIDWEST DIVISION
RMC, LLC, d/b/a RESEARCH MEDICAL CENTER ("RMC").
'l.J
WHEREAS, Rockhurst and RCN (collectively, the "Institutions") have established and operated
a joint bachelor of science in nursing degree program ("Program") since 1980;
WHEREAS, Rockhurst has agreed to provide the liberal arts instruction component ("Liberal
Arts Component") of the Program's curriculum and RCN has agreed to provide the clinical
nursing instruction component ("Nursing Component") of the Program's curriculum; and
WHEREAS, Rockhurst .and RCN recognize that policies and procedures which guide the
Program have changed since the Program was established.
NOW THEREFORE, in consideration of the mutual benefits to be derived by Rockhurst and
RCN that are contained herein, the Institutions hereby agree as follows:
ARTICLE I
DUTIES OF RCN
1.1
RCN shall be responsible for providing and exercising control over all staff and facilities
associated with the Nursing Component of the Program, which shall include, but not be
limited to:
(a)
Establishing the Nursing Component of the Program's curriculum in accordance
with standards established by the Missouri State Board of Nursing and current
professional nursing education practices, and as jointly agreed upon with
Rockhurst;
(b)
Providing on its premises, the Nursing Component of the Program;
(c)
Providing a director of clinical nursing education and such faculty and staff as
may be necessary to conduct the Nursing Component of the Program;
(d)
Awarding credit for Program coursework successfully completed at RCN to the
extent such work meets the requirements of the Program;
(e)
Accepting credit for Program coursework successfully completed at Rockhurst to
the extent such work meets the requirements of the Program; and
ARTICLE II
DUTIESOFROCKHURST
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2.1
Rockhurst shall be responsible for providing and exercising control over all staff and
facilities associated with the Liberal Arts Component of the Program which shall include,
but not be limited to:
(a)
Establishing the Liberal Arts Component of the Program's curriculum in
accordance with current professional nursing education practices and as jointly
agreed upon with RCN;
(b)
Providing on its premises the Liberal Arts Component of the Program;
(c)
Providing such faculty and staff as may be necessary to conduct the Liberal Arts
Component of the Program;
(d)
Awarding credit for Program coursework successfully completed at Rockhurst, to
the extent such coursework meets the requirements of the Program;
(e)
Accepting credit for Program coursework successfully completed at RCN to the
extent such work meets the requirements of the Program; and
(f)
Providing those administrative services set forth on Exhibit A attached hereto,
which may be amended from time to time by mutual agreement of the Institutions.
ARTICLE III
JOINT PROGRAM RESPONSIBILITIES
3.1
The Joint Council for the Program (hereinafter referred to as the "Joint Council") shall
provide general oversight for the Program. The Joint Council shall be composed of the
Dean of RCN, one Associate Dean of RCN, three members of the faculty and/or staff of
RCN, the Vice President for Academic Affairs of Rockhurst, the Vice President for
Finance and Administration of Rockhurst, the Registrar of Rockhurst and one member of
the faculty of Rockhurst. The Council shall assist RCN and Rockhurst in ensuring that
the goals of the Program are attained, facilitate communication between RCN and
Rockhurst for all matters pertaining to the Program, mediate disagreements between RCN
and Rockhurst regarding matters relating to the Program, and review and recommend to
RCN and Rockhurst policies for the Program.
3.2
The Dean of RCN shall assume primary responsibility for the administration of the
Program, including appointing nursing faculty, implementing educational policies,
preparing the budgets and evaluating and making recommendations for modifications or
revisions of the Program to the Joint Council for the Program. The Dean of RCN shall
report to a liaison appointed by Rockhurst, as needed, to ensure proper administration of
the Program. A representative of Rockhurst shall be permitted to serve on the selection
committee whenever a new Dean of RCN is to be appointed or designated.
3.3
To ensure integration of the efforts of RCN and Rockhurst in administering the Program
the Dean of RCN, or his or her authorized delegate, may appoint Rockhurst personnel to
RCN committees. The selection of Rockhurst personnel for such committees will be
made in consultation with the President of Rockhurst, or his or her authorized delegate.
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Similarly, the President of Rockhurst, or his or her authorized delegate, may appoint
RCN personnel to appropriate Rockhurst committees and to the Rockhurst University
Faculty Assembly. The selection of RCN personnel for such committees shall be made
in consultation with the Dean of RCN, or his or her authorized delegate.
3.4
The recruitment of students for the Program shall be a joint effort of Rockhurst and RCN.
The Office of Admissions at Rockhurst ("Office of Admission") shall direct the
recruitment and admission of first-time-in-college students for the Program. The Office
of Admissions shall regularly report to and meet with the Dean of RCN or his or her
delegate to plan and coordinate recruitment of students for the Program. The Dean of
RCN or his or her delegate shall serve on the Rockhurst Enrollment Advisory Board.
ARTICLE IV
FINANCIAL RELATIONSHIPS
4.1
The tuition, fees and expenses related to each component of the Program shall be
established by each Institution for those portions of the Program for which such
Institution is responsible. The billing and collection procedures for such tuition, fees and
related expenses shall be the separate and individual responsibility of each respective
Institution.
4.2
RCN shall bear the cost and be responsible for furnishing faculty, staff, facilities and
other resources required for the operation of the Nursing Component of the Program. In
the event it becomes necessary for RCN to conduct a class related to the Nursing
Component of the Program on the campus of Rockhurst, Rockhurst shall make classroom
facilities available to RCN without charge.
4.3
Rockhurst shall bear the cost and be responsible for furnishing faculty, staff, facilities and
other resources required for the operation of the Liberal Arts Component of the Program.
In the event it becomes necessary for Rockhurst to conduct a class related to the Liberal
Arts Component of the Program on the campus of RCN, RCN shall make its classroom
facilities available to Rockhurst without charge.
4.4
As compensation for the administrative services provided to the Program and described
in Exhibit A, RCN shall pay Rockhurst according to the terms set forth in Exhibit B. At
least ninety (90) days prior to each annual anniversary of the Effective Date, as
hereinafter defined, of the Agreement, the Institutions shall, if requested by written notice
from the other, review and re-negotiate the compensation provisions set forth on
Exhibit B, and use their best efforts to mutually agree, reasonably and in good faith, prior
to such anniversary date, to the changes, if any, to be made to such compensation
provisions effective as of such anniversary date. Any such mutually agreed to changes
shall be acknowledged in writing by the parties and shall constitute an amendment to this
Agreement.
ARTICLEV
CONSCIENCE CLAUSE
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5.1
Rockhurst and RCN, in their own behalf, and for the benefit of all personnel engaged in
the Program, including faculty, aides, and students, agree that the following statement
and recital is incorporated into this Agreement, and all persons participating in the
Program are entitled to the rights and privileges set forth herein:
(a)
Rockhurst is committed to preserving the value of every human life. The trustees,
officers and faculty of Rockhurst do not approve of or condone the practice of
abortion.
(b)
In the event an abortion is performed at a clinical setting used by RCN, students
enrolled in the Program shall be free to refuse to participate therein and shall not
be expected to participate in the procedure. Students enrolled in the Program
shall not be expected to participate in any medical practices or procedures which
violate the ethical and religious directives for Catholic health care facilities.
(c)
In addition, no person involved in the Program shall be required to participate in
any abortion procedure if such involvement is contrary to his or her moral, ethical
or religious beliefs. Persons who choose not to participate in an abortion or other
procedure which violates the ethical and religious directives for Catholic health
care facilities shall not be discriminated against, in any way, by reason of such
refusal.
(d)
The parties further agree that every person involved in the Program shall be
entitled to the rights and privileges provided under 42 USC 296 et. seq. and 42
USC § 300a-7.
ARTICLE VI
TERM AND TERMINATION
6.1
The Institutions agree that this Agreement shall become effective as of January 1, 2007
("Effective Date"), and shall continue for a term of five (5) years from and after that date,
unless sooner terminated as provided herein. Thereafter, this Agreement and the terms
hereof shall automatically renew for an additional five (5) year term, unless sooner
terminated as provided herein.
6.2
Either Institution may terminate this Agreement with or without cause by giving the other
Institution one (1) year advance written notice thereof. In the event this Agreement is
terminated, Rockhurst and RCN shall permit students enrolled in the Program as of the
effective date of the termination to complete the then current academic year in such a
manner so as not to disrupt their education or the operation of the respective Institutions.
6.3
In the event RCN terminates this Agreement or determines that it is no longer feasible for
it to operate the Program, RCN agrees to provide Rockhurst with a right of first offer to
assume ownership of RCN' s assets in the Program. Within ninety (90) days after receipt
of written notice of RCN' s intent to terminate this Agreement or that RCN has
determined it is no longer feasible for it to operate the Program, Rockhurst, by written
notice to RCN, will elect to exercise the right of first offer or waive its right of first offer.
If Rockhurst elects to consummate a transaction with respect to RCN' s assets in the
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Program, Rockhurst and RCN shall enter into an agreement containing such terms and
other provisions as are mutually acceptable to Rockhurst and RCN.
ARTICLE VII
INSURANCE AND INDEMNIFICATION
7.1
RCN shall maintain at all times during the Term hereof professional liability insurance,
with an insurance company or companies qualified to write such insurance in the State of
Missouri or through a funded program of self-insurance maintained by RCN or an
affiliate of RCN or through a risk retention group of which RCN is a participant or
insured, providing protection against the negligent acts and omissions of RCN and its
faculty, staff and students enrolled in the Program for occurrences during the Term hereof
and naming Rockhurst as an additional insured, with limits not less than One Million
Dollars ($1,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00) in the
aggregate. In the event such insurance is maintained on a claims made basis, RCN agrees
to obtain and maintain "tail" insurance for at least five (5) years following termination or
expiration of any insurance required hereunder by RCN unless such expiring insurance is
renewed by the same insurer, self-insurance program or risk insurance group and RCN
shall provide evidence thereof to Rockhurst. RCN shall notify Rockhurst within ten (10)
days of any lapse, cancellation or modification or such mandatory, minimum insurance
coverage.
7.2
RCN shall defend, hold harmless and indemnify Rockhurst, its affiliates, officers and
directors, from and against all claims, liabilities, costs, damages, expenses and attorneys'
fees resulting solely from or attributable solely to the negligent acts or omissions of RCN,
its faculty and staff, if any, which occur while fulfilling RCN's duties under this
Agreement.
7.3
Rockhurst agrees to defend, hold harmless and indemnify RCN, its affiliate, officers and
directors from and against all claims, liabilities, costs, damages and expenses, including
attorneys' fees resulting solely from or attributable solely to the negligent acts or
omissions of Rockhurst, its faculty and staff, if any, which occur while fulfilling
Rockhurst' s duties under this Agreement.
7.4
Each Institution's agreement to defend, hold harmless and indemnify the other is
conditioned upon the indemnified Institution: (a) providing timely written notice to the
indemnifying Institution of any claim, liability, cost, damage or expense arising out of
any indemnified activities: (b) permitting the indemnifying Institution the opportunity to
participate in the defense of any such claim, liability, cost, damage or expense; and (c)
not compromising or settling any such claim, liability, cost, damage or expense without
the indemnifying Institution's written consent.
ARTICLE VIII
DISPUTE RESOLUTION AND ATTORNEYS' FEES
8.1
In the event that any controversy or dispute arises between the Institutions with respect to
this Agreement, the Institutions shall use their best efforts and due diligence to reach an
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agreement for the resolution of such controversy or dispute. In the event that the parties
are unable to resolve any such controversy or dispute within thirty (30) days, such
controversy or dispute shall be submitted to a disinterested third party mediator for
nonbinding mediation prior to any other formal legal action at law. The provisions of this
Article VIII shall not be interpreted to restrict either Institution's right to pursue equitable
relief from a court of competent jurisdiction at any time or to terminate this Agreement in
accordance with the terms of Article VI.
8.2
In the event of any litigation or other legal proceeding between the parties arising out of
or relating to this Agreement, each Institution in such proceeding shall bear its own
attorneys' fees and costs.
ARTICLE IX
NOTICES
9.1
All notices given pursuant to this agreement shall be in writing and personally delivered
or sent by certified mail, postage prepaid to:
Rockhurst:
1100 Rockhurst Road
Kansas City, Missouri 64110
Attn: Vice President of Finance
& Administration
RCN:
2525 East Meyer Boulevard
Kansas City, Missouri 64132
Attn: President/Dean of College
RMC:
2316 East Meyer Boulevard
Kansas City, Missouri 64132
Attn: Chief Financial Officer
All notices shall be deemed delivered upon such personal delivery or two (2) business
days after deposit in any United States Post Office.
ARTICLE X
CONFIDENTIALITY
10.1
Both Institutions agree that they will not disclose and will cause their employees to
refrain from disclosing any information concerning this Agreement (including, but not
limited to, the compensation paid to Rockhurst hereunder), or any other information
which is confidential or proprietary to the other Institution (including, but not limited to
charges, fees, protocols, business or strategic plans), except as required for the treatment
of patients, as required by law, which is of public knowledge, or as may be required in
the defense of any action against Rockhurst or RCN. The Institutions agree that this
paragraph 10.1 is a material consideration to this Agreement and shall survive
termination of this Agreement.
10.2
The Institutions agree to maintain the privacy and security of any individually identifiable
patient health information received from or created for the other party in accordance with
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all relevant state and federal laws and regulations, including, but not limited to, the
privacy and security standards of the Health Insurance Portability and Accountability Act
of 1996 set forth at 45 CPR parts 160, 162 and 164 (collectively "HIPAA"), and agree to
take such actions as are necessary and appropriate in connection therewith. Both
Institutions agree that this paragraph 10.2 is a material consideration to this Agreement
and shall survive the termination of this Agreement.
10.3
The Institutions agree to maintain the privacy and security of education
records maintained by the other party in accordance with all relevant state and federal
laws and regulations, including, but not limited to, the Family Educational Records
Privacy Act, set forth at 20 U.S.C. 1232g and 34 CPR part 99 (collectively,
"FERPA"), and agree to take such actions as are necessary and appropriate in connection
therewith. Both Institutions agree that this paragraph 10.3 is a material consideration to
this Agreement and shall survive the termination of this Agreement.
ARTICLE XI
MISCELLANEOUS
11.1
The Institutions agree that this is an exclusive arrangement and during the term hereof,
neither party shall enter into an agreement with another institution, either formally or
informally, for the purpose of granting a Bachelor of Science in Nursing degree.
11.2
No individual will be discriminated against on the basis of race, sex, creed, or national
origin, in any respect, except that the provisions of this paragraph shall not be deemed to
create any rights of third parties not signatory to this agreement.
11.3
This Agreement shall be construed and enforced in accordance with the laws of the State
of Missouri.
11.4
Neither this Agreement nor any rights hereunder may be assigned without the prior
written consent of the non-assigning party.
11.5
This Agreement sets forth the entire understanding of the parties relating to the subject
matter of this agreement.
Any prior agreements, promises, negotiations, or
representations between the parties, either oral or written, relating to the subject matter of
this agreement and not expressly set forth herein are of no force or effect. Any
modification or amendments thereto must be agreed upon by both parties in writing and
shall become effective on the date stated therein.
[Remainder of Page Intentionally Left Blank]
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on the
IN W TNESS WliER~OF, the parties have executed duplicate copies of this Agreement
,
day of "'J oJ
2008.
11
,
ROCKHURST UNIVERSITY
RESEARCH COLLEGE OF NURSING
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Exhibit A
Administrative Services
Administrative services may include but not be limited to the following:
1.
Services related to the Office of the Registrar:
1.1
Maintenance and update of the student academic record;
1.2
Maintenance of a secure environment for student academic records;
1.3
Building of the course schedule;
1.4
Building of the block schedule;
1.5
Registration of courses including web registration;
1.6
Maintenance of the academic transcript;
1.7
Issuance of official academic transcripts;
1.8
Pre-approval of and guidance related to transfer courses;
1. 9
Maintenance and reporting of grades;
1.10
Semester distribution of grades;
1.11
Roster distribution for enrollment and grades;
1.12
Track and processing withdrawals and total withdrawals;
1.13
Track attendance and preparing absentee reports and signatures;
1.14
Track major and program type;
1.15
Verification of degree for internal and external sources;
1.16
Verification of enrollment for internal and external sources;
1.17
Publication of a catalog listing programs and courses;
1.18
Provide information on web site regarding curriculum, program, schedule, catalog
and academic calendar;
1.19
Provide student access to view records through a secure web site including
transcript, grades, schedule, catalog, registration, advisor and degree audit);
1.20
Track degree programs;
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2.
3.
1.21
Provide an audit and a report of academic degree progress each semester;
1.22
Build and maintain two separate nursing programs in the Compliance Audit
Planning Program (CAPP);
1.23
Build and maintain Banner catalog of nursing courses;
1.24
Evaluation and posting of transfer credit;
1.25
Graduation check;
1.26
Graduation ceremony;
1.27
Commencement program and diploma signature coordination;
1.28
Graduation honors calculation;
1.29
Additional work required for tracking and processing Accelerated Option students
due to different calendar and terms;
1.30
Build different terms;
1.31
Provide tamper resistant paper for both transcripts and grade reports;
1.32
Provide RCN administrators and faculty reports concerning all aspects of the
academic records of the students (enrollment, grades, programs, degree progress,
etc.);
1.33
Coordination of schedule, catalog, registration, grading, etc, with RCN
administrators and staff;
1.34
Provide FERPA and computer training to RCN faculty and staff members; and
1.35
Advising and processing of international student paperwork.
Services related to the Counseling Center:
2.1
Provide counseling services for students enrolled in Program; and
2.2
Give classroom presentations for the nursing programs.
Services Related to Career Services:
3.1
Provide Rockhurst Career Account to use in on-line employment search process;
3.2
Offer career advising services; and
3.3
Offer resume and cover letter assistance.
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4.
5.
6.
7.
Services related to Campus Ministry:
4.1
Provide spiritual counseling services; and
4.2
Inclusion in Campus Ministry retreats and Christian Life Community and
Sponsored groups.
Services related to Student Life:
5.1
Provide RCN students the opportunity to be actively involved and hold leadership
positions in student organizations, including men's and women's social Greek
organizations;
5.2
Provide RCN students the opportunity to participate as student leaders in key
departmental programs like Residence Life, Orientation and Campus Ministry;
5.3
Provide RCN students access to all Rockhurst services and facilities at no
additional cost, including health, wellness and fitness facilities, allow RCN
students to attend all campus events and functions, and receive student materials
and other information; and
5.4
Allow RCN students to participate in Rockhurst service trips.
Services related to Health Services:
6.1
RCN students participate in Rockhurst's mandatory student health insurance
program (able to opt-out); and
6.2
Utilization of services of Goppert Trinity Family Care for health care that is
provided by personnel specific to Rockhurst/RCN students through collaborative
agreement.
Services related to Office of Admissions (including Transfer Admissions):
7.1
Recruitment of nursing students by all Rockhurst University admission
counselors;
7.2
Distribution of nursing publications at college fairs and high school visits;
7.3
Collaboratively meet with families of prospective nursing students;
7.4
Collaboratively provide tours of the Rockhurst/RCN facilities;
7.5
Purchase additional nursing search names to support the nursing recruitment
effort;
7.6
Print and mail separate search materials to purchased names;
7.7
Data entry of all FTC and transfer nursing applicants;
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8.
9.
10.
11.
7. 8
Generate all of the supporting letters for these applicants;
7.9
Collaboratively plan and implement annual nursing camp;
7.10
Rockhurst student callers make calls to prospective nursing students; and
7.11
Creation of student record for Accelerated Option nursing students.
Services related to Financial Aid Office:
8.1
Support nursing students through the financial aid process;
8.2
Secure application evaluations for initial awarding;
8.3
Create award letter;
8.4
MPN;
8.5
Provide one-on-one loan counseling; and
8.6
Perform NSLDS evaluation for loan history.
Services related to Student Accounts Department:
9.1
Generate semester billing for nursing students;
9.2
Collect student tuition and fees; and
9.3
Maintain student's financial account.
Services related to Public Relations and Marketing Department:
10.1
Write, design, produce and print a Bachelor of Science in Nursing recruiting
brochure;
10.2
Write, design, produce and print a Nursing Camp brochure;
10.3
Write, design and coordinate placement of ads for Nursing News; and
10.4
Write articles for Rockhurst magazine specific to the Program.
Services related to Computer Services Department:
11.1
Provide network accounts for confidential, secure access to Rockhurst University
computers;
11.2
Provide email account with 30Mb of storage (accessible from off campus);
11.3
Provide network storage space (30Mb);
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11.4
Provide Oracleweb Account for accessing grades, class schedules, registration &
transcript information;
11.5
Provide wired and wireless network access from anywhere on Rockhurst campus;
11.6
Provide computer labs in residence halls and each academic building on RU
campus;
11.7
Provide WebCT licensing/server;
11.8
Create/archive/restore course shells, both developmental and active courses;
11.9
Provide Respondus (quiz/exam generation software) licensing;
11.10 Provide Respondus LockDownBrowser (secure testing browser) licensing;
11.11 Provide PowerPoint conversion/revision to Java format for web delivery through
WebCT;
11.12 Provide audio manipulation for inclusion to PowerPoint course materials;
11.13 Provide assistance
WebCT/Respondus;
with
training
and
troubleshooting
Issues
with
11.14 Provide "HelpDesk" services for faculty and students;
11.15 Creation, use and maintenance (e.g. passwords, privileges) of Banner and Argos
software accounts; and
11.16 Provide custom solutions for running software at a remote location.
12.
Services related to the Library:
12.1
Subscriptions, purchasing and maintenance of library databases, books,
periodicals and research material necessary for the Program.
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Exhibit B
Compensation
From January 1, 2007 through June 30, 2008 the first eighteen (18) months of the initial
term of this Agreement), RCN shall pay Rockhurst a monthly fee of Twenty Thousand Eight
Hundred Thirty Three and 33/100 Dollars ($20,833.33) for the services described in Exhibit A.
Such monthly fee shall be payable beginning on the first day of the first calendar month after the
date on which this Agreement commences. From July 1, 2008 through December 31, 2008 (the
first six (6) months of the second year of the initial term of this Agreement), such monthly fee
shall increase to Twenty Nine Thousand One Hundred Sixty Six and 66/100 Dollars
($29,166.66). Beginning on January 1, 2009 (the eighteenth (18) month of the initial term of this
Agreement), the monthly fee shall increase to Thirty Seven Thousand Five Hundred Dollars
($37 ,500) and thereafter shall be adjusted annually on the anniversary of the Effective Date of
the Agreement to reflect changes in the Higher Education Price Index.
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