AGREEMENT RE DIETETIC INTERSHIP WITH OPTION CARE ENTRP INC.PDF

CLINICAL EDUCATION AFFILIATION AGREEMENT
This Clinical Affiliation Agreement (“Agreement”) is entered into by and between
Maricopa County, by and for its Department of Public Health (“Maricopa County”), whose
principal office address is located at 4041 N. Central Ave., Ste. 1400, Phoenix, AZ 85012 and
Option Care Enterprises, Inc., (“Option Care”), a corporation organized and operating under the
laws of the State of Delaware, whose principal office address is located at 3000 Lakeside Dr., Ste.
300N, Bannockburn, IL 60015.
1. CLINICAL PROGRAM
1.1. Option Care is willing to provide clinical learning experiences at Option Care’s facilities for
interns enrolled in the Maricopa County’s dietetic internship (“Intern”), as applicable (“Clinical
Program”).
1.2. Maricopa County and Option Care will mutually agree upon the Clinical Program provided
to Intern at Option Care facilities. Maricopa County and Option Care will evaluate Intern and
exchange information related thereto in a mutually agreeable format and time frame.
1.3. It is expressly acknowledged and agreed to by each party that there will be no payment
or reimbursement to either party as a result of this Agreement or the Clinical Program.
1.4. Maricopa County and Option Care agree that contemporaneous with or following
execution of this Agreement and within the scope of its provisions, the parties may mutually
develop letter agreements to formalize operational details of the Clinical Program. These details
may include, but are not limited to, the following:
1.4.1. Beginning dates and length of the Clinical Program to be mutually agreed upon at
least 30 days prior to the beginning of the Clinical Program;
1.4.2. Number of Interns participating in the Clinical Program;
1.4.3. Specific days and hours during which the Clinical Program will occur;
1.4.4. Specific locations at which the Clinical Program will occur;
1.4.5. Specific learning objectives and performance expectations of Intern while on-site
at Option Care;
1.4.6. Specific allocation of responsibilities for the Maricopa County Liaison and Option
Care Preceptor, as each term is defined herein; and
1.4.7. Deadline and format for Intern progress reports and evaluation forms.
1.5. Any such letter agreements will be considered to be attachments to this Agreement, will
be binding when signed by representatives of each party and may be modified by subsequent
letter agreements signed by representatives of each party. Maricopa County agrees to send a
copy of such letter agreement to the Option Care notice address contained herein.

2. OPTION CARE RESPONSIBILITIES
2.1. Option Care will provide Intern with a clinical education experience within the scope of
the healthcare services normally provided by Option Care. This shall include providing Intern with
access to sources of information necessary for the Clinical Program; provided however such
information is normally accessible by Option Care and is in compliance with all applicable federal,
state and local laws. All activities related to the Clinical Program shall be in accordance with
Option Care’s policies and procedures and commensurate with patient rights.
2.2. Option Care will designate in writing the individual responsible for the Clinical Program
(“Option Care Preceptor”). The Option Care Preceptor shall maintain contact with the Maricopa
County Liaison, as defined herein, and work in good faith with the Maricopa County Liaison to
resolve any issues that may arise with respect to the Clinical Program. Option Care shall submit
to Maricopa County the professional and academic credentials of the Preceptor and will notify
the Maricopa County of any change in the Preceptor status.
2.3. Option Care will make available to Intern basic supplies and equipment necessary for the
care of patients. If available, Option Care shall make office or conference room space available
to Intern while at Option Care facilities.
2.4. Option Care will submit reports on each Intern’s performance and will provide an
evaluation to Maricopa County on forms mutually agreeable to the parties.
2.5. Option Care retains full responsibility for the care of patients and shall maintain such care
regardless of Intern’s capabilities or availabilities. Nothing contained in this Agreement or the
Clinical Program shall limit or otherwise restrict the ability of Option Care to provide all necessary
care to patients.
2.6. Option Care will have the right to take immediate action to correct any situation where
Option Care determines a patient may be at risk of harm. Thereafter, and if such action is the
result of Intern or Clinical Program, Option Care shall notify Maricopa County of the action taken.
Option Care may immediately terminate participation by any Intern in the Clinical Program.
2.7. In the event Intern requires emergency medical care while on-site at Option Care’
facilities and participating in the Clinical Program, Option Care shall provide or arrange for such
emergency care. Option Care shall not be responsible for any costs associated with such care.
Except as provided herein, Option Care shall have no obligation to furnish any health care to
Interns participating in the Clinical Program.
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3. MARICOPA COUNTY RESPONSIBILITIES
3.1. Maricopa County will provide information to Option Care concerning Maricopa County
curriculum and the professional and academic credentials of its faculty responsible for Intern at
Option Care facilities. Maricopa County will designate an appropriately qualified and credentialed
faculty member acceptable to Option Care to coordinate and act as a liaison between Maricopa
County and Option Care with respect to the Clinical Program (“Maricopa County Liaison”).
Maricopa County will notify Option Care in writing of any change or proposed change of the
Maricopa County Liaison.
3.2. Maricopa County will be solely responsible for instruction and administration of Intern’s
academic education program at Maricopa County. Maricopa County is solely responsible for
grading Intern’s performance in the education program at Maricopa County.
3.3. Maricopa County faculty, including Maricopa County Liaison, will meet with Option Care
Preceptor at the beginning and end of the Clinical Program to discuss and evaluate the Clinical
Program. These meetings will take place at a mutually agreeable time and location. The parties
shall attempt to meet in-person if practicable, otherwise via teleconference. Maricopa County is
responsible for organizing such meetings.
3.4. Maricopa County will provide the names and information pertaining to the Clinical
Program and other relevant education and training for all Intern(s) at least thirty (30) days prior
to the beginning date of the Clinical Program. Maricopa County is responsible for supplying any
additional information requested by Option Care prior to the participation of Intern in the Clinical
Program. Maricopa County will immediately notify Option Care in writing of any change or
proposed change in Intern’s education status.
3.5. Maricopa County will obtain and maintain evidence of current immunizations required by
Option Care including, but not limited to, diphtheria, tetanus, poliomyelitis, measles, mumps,
rubella (or a positive rubella titer), and hepatitis B immunity status documented by a protective
titer, for those Interns participating in the Clinical Program. Maricopa County shall deliver
evidence of such immunizations to Option Care prior to the participation by Intern(s).
3.6. In accordance with the Bloodborne Pathogen Standard of the Occupational Safety and
Health Act, set forth at 29 CFR §1910.1030 (“Bloodborne Pathogen Standard”), Maricopa County
and Intern will comply with applicable OSHA/CDC requirements. Maricopa County and Option
Care will coordinate the provision of protective equipment to each Intern as reasonably required.
Maricopa County will perform each of the following items and shall not permit any Intern to
participate in the Clinical Program until all such items are completed:
3.6.1. Train all Intern(s) in accordance with the Bloodborne Pathogen Standard;
3.6.2. Provide Option Care, upon request, with a copy of the Maricopa County’s
exposure assessment/determination plan;
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3.6.3. Provide Option Care, upon request, with evidence of TB status determinations for
each Intern;
3.6.4. Maintain all training and medical records in accordance with the Bloodborne
Pathogen Standard; and
3.6.5. Be responsible for providing any and all post-exposure care at no charge to any
Intern in the event of exposure to a bloodborne pathogen and all post exposure care will
be in accordance with the Bloodborne Pathogen Standard.
3.7. Maricopa County will assign to the Clinical Program only those Interns who have
successfully completed the prerequisite didactic portion of the Maricopa County curriculum
pertaining to the Clinical Program. Interns who will have direct contact with patients must have
evidence of completion of a CPR course based on current American Heart Association or
American Red Cross guidelines for the age group(s) with whom the Intern may have contact. Such
information shall be provided to Option Care upon request.
3.8. Participation in the Clinical Program is contingent upon Intern completing and passing all
required drug and background screenings to be administered through Option Care Resources.
Maricopa County shall require Intern to authorize Option Care to conduct all required drug and
background screening.
3.9. Maricopa County and Intern shall comply with Option Care policies and procedures
relating to the Clinical Program.
3.10. Maricopa County will encourage each Intern participating in the Clinical Program to
acquire comprehensive health and accident insurance that provides continuous and adequate
coverage during participation in the Clinical Program. Maricopa County and Intern acknowledge
and agree that Intern health care needs, costs, insurance and all related issues are the sole
responsibility of the Intern and not Option Care.
3.11. Maricopa County shall be responsible for informing Interns of the Intern’s status and
responsibilities under this Agreement and the Clinical Program.
3.12. Maricopa County represents and warrants that it will or has obtained approval from the
applicable board of professional regulation or staff assuring that state law, rule or regulation does
not prohibit the Clinical Program and Intern participation in such. The parties agree this provision
shall be complied with prior to the commencement of the Clinical Program.
4. INTERN STATUS AND RESPONSIBILITY
4.1. Interns are required to comply with all standards, policies and procedures of Option Care
while participating in the Clinical Program.
4.2. Interns will wear name tags and appropriate attire.
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4.3. Nothing in this Agreement may be deemed to create a joint venture, employment,
partnership, or other type of relationship between the parties other than that of independent
contractors. Option Care does not assume any liability under any law relating to Worker’s
Compensation on account of Intern’s performing, receiving training or traveling pursuant to this
Agreement. Option Care shall not be obligated to pay Intern or Maricopa County any
remuneration of any type for services performed as a result of this Agreement.
4.4. Intern shall notify Option Care prior to the scheduled start time if the Intern will be absent
from scheduled participation in the Clinical Program.
4.5. Intern shall review and confirm understanding and acceptance of the applicable policies
and procedures of Option Care prior to performing any service for any of Option Care’s patients
related to such applicable policies and procedures.
4.6. Intern shall not perform any service for any of Option Care’s patients unless Intern
competency in such service has been previously observed and validated by Maricopa County
Liaison or Option Care Preceptor. In the event competency is observed and validated by Maricopa
County Liaison, written evidence of such shall be provided to Option Care upon request.
4.7. Intern shall be required to complete training provided by Option Care regarding
compliance with the Health Insurance Portability and Accountability Act of 1996, as amended
(“HIPAA”).
4.8. Intern shall be required to execute the Visitor Agreement in the form attached hereto
as Exhibit A.
5. TERM
5.1. This Agreement is effective as of the date the Agreement is executed by Option Care and
remains in effect until June 30, 2023. The Agreement may be renewed for additional terms by
the mutual consent of both parties.
5.2. Either party may terminate this Agreement at any time without cause upon at least thirty
(30) days’ prior written notice to the other party.
5.3. Either party may terminate this Agreement immediately if any change of law, rule, or
regulation, or interpretation of existing law, rule, or regulation would (i) make this Agreement,
or a material portion of a party’s performance under this Agreement illegal; (ii) prohibit, eliminate
or require a material change to any compensation arrangement contemplated hereunder; or (iii)
require that any material terms of this Agreement be extended to any nonparty.
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6. CONFIDENTIALITY
6.1 Patient Confidentiality. Maricopa County shall train Interns on the requirements of
HIPAA, and the related policies and procedures of Option Care prior to Intern’s participation in
the Clinical Program. Maricopa County shall ensure that Intern comply with HIPAA and Option
Care policies and procedures throughout participation of the Clinical Program. The parties
acknowledge and agree that no protected health information is anticipated to be shared
between Option Care and Maricopa County as a result of this Agreement or the Clinical
Program.
6.2 Business Confidentiality. The parties acknowledge that certain proprietary and/or
confidential technical and business information may be disclosed between the parties.
Accordingly, each party will maintain the confidentiality of all such confidential information,
including, without limitation, implementing those precautions such party employs with respect
to its own proprietary and confidential information and disclosing it only to those employees who
have a need to know in order to effectuate the purpose(s) of this Agreement. In no event will
either party use any confidential information to benefit itself or others, except to the extent
expressly authorized by this Agreement. Notwithstanding the foregoing, as used in this paragraph
the term “confidential information” does not include information that is maintained and/or
disclosed by either party in the normal course of its business operations or information that is:
(i) generally known to the public or the industry; (ii) independently developed by the receiving
party; (iii) disclosed to the receiving party by a third party without the confidentiality obligations
set forth herein; or (iv) required to be disclosed by any court or government agency. This Section
6.2 will survive the termination of this Agreement.
7. INSURANCE AND INDEMNIFICATION
7.1. Insurance. Each party will self-insure or maintain at its sole expense, and in amounts
consistent with industry standards, insurance for general and professional liability and such other
insurance as may be necessary to insure the respective party, its employees, and agents against
any claim or claims for damages arising out of or in connection with its duties and obligations
under this Agreement. A certificate of insurance coverage will be provided to Option Care upon
written request.
7.2. Indemnification. Each party (as “indemnitor”) will indemnify, defend and hold harmless
the other party and its directors, officers, agents and employees from all claims, suits, judgments,
demands, and other liabilities (including attorneys’ fees and costs) arising out of or relating to
the indemnitor’s misrepresentations, breaches of warranties, and/or negligent or intentionally
wrongful acts or omissions in connection with the performance of its obligations under this
Agreement. This Section 7.2 will survive the termination of this Agreement.
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8. GENERAL PROVISIONS
8.1. Advertising. Neither party may advertise or use any trademarks, service marks, or
symbols of the other party without first receiving the written consent of the party owning the
mark and/or symbol.
8.2. Assignment. Neither party may assign this Agreement to a third party, except that either
party will have the right to assign this Agreement to any direct or indirect parent, subsidiary, or
affiliated company or to a successor company. Any such assignee will assume all obligations of
its assignor under this Agreement. No assignment will relieve any part of responsibility for the
performance of any obligations which have already occurred. This Agreement will inure to the
benefit of and be binding upon the each party, its respective successors and permitted assignees.
8.3. Conflicting Documents. In the event of a conflict between the terms of this Agreement
and any Maricopa County policy, procedure, manual, enrollment form, Maricopa County
contract, or brochure, the terms of this Agreement will control. Such other document or
procedure may not impose any greater obligations upon Option Care for the provision of services
than those obligations set forth in this Agreement and to the extent it does, it is of no effect.
8.4. Entire Agreement. This Agreement, which includes any and all attachments, exhibits,
riders, and other documents referenced herein, constitutes the entire and full agreement
between the parties hereto and supersedes any previous contract and no changes, amendments
or alterations will be effective unless reduced to a writing signed by a duly authorized
representative of each party. Any prior agreements, documents, understandings or
representations relating to the subject matter of this Agreement not expressly set forth herein
or referred to or incorporated herein by reference are of no effect.
8.5. Enforceability. If any term or provision of this Agreement is held to be invalid, illegal or
unenforceable, the remainder of this Agreement or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or unenforceable will not
be affected or impaired thereby.
8.6. Force Majeure. The performance by either party hereunder will be excused to the extent
of circumstances beyond such party’s reasonable control, such as flood, tornado, earthquake, or
other natural disaster, epidemic, war, material destruction of facilities, fire, acts of terrorism, acts
of God, etc. In such event, the parties will use their best efforts to resume performance as soon
as reasonably possible under the circumstances giving rise to the party’s failure to perform.
8.7. Independent Contractors. Maricopa County, its personnel and Interns are at all times
acting and performing under this Agreement as independent contractors. Nothing in this
Agreement may be deemed to create a joint venture, employment, partnership, or other type of
relationship between the parties other than that of independent contractors. Option Care will
neither have nor exercise any control or direction over the methods by which Maricopa County
or its personnel’s work is performed, subject to the terms and conditions of this Agreement. As
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independent contractors, neither Maricopa County nor any of its personnel or Interns performing
hereunder are eligible to participate in any employee benefit program, including, without
limitation, vacations and holiday benefits, of Option Care or their parent or affiliated companies.
8.8. Maricopa County Choice. No part of this Agreement shall be construed to induce or
encourage the referral of Maricopa County and/or Interns. The parties acknowledge that there
is no requirement under this Agreement or any other agreement between Option Care and
Maricopa County, its personnel and its Interns to refer any Maricopa County, its personnel and
Interns to the other party. No payment made under this Agreement shall be to induce the referral
of Maricopa County, its personnel and Interns.
8.9. Notices. All notices provided for herein must be in writing and sent by U.S. certified mail,
return receipt requested, postage prepaid, or by overnight delivery service providing proof of
receipt to the addresses of the parties as set forth in this Section 8.10. Each party may designate
by notice any future or different addresses to which notices will be sent. Notices will be deemed
delivered upon receipt or upon refusal to accept delivery.
If to Maricopa County: If to Option Care:
MARICOPA COUNTY OPTION CARE ENTERPRISES, INC.
DEPARTMENT OF PUBLIC HEALTH 3000 LAKESIDE DRIVE, STE. 300N
4041 N. CENTRAL AVE., STE. 1400 BANNOCKBURN, IL 60015
PHOENIX, AZ 85012 ATTN.: GENERAL COUNSEL
And via email to: And via email to:
OC-LegalMattersIntake@optioncare.com
8.10. Regulatory Compliance. This Agreement shall be construed to be in accordance with,
and each party will comply with, all applicable laws, rules, and regulations for each jurisdiction in
which services are provided under this Agreement, including, without limitation, all applicable
state and federal laws governing Patient confidentiality. Each party will cooperate with
reasonable requests by the other party for information that the requesting party may need for
its compliance with applicable laws, rules, and/or regulations.
8.11. Section Headings. Section headings are inserted for convenience only and may not be
used in any way to construe the terms of this Agreement.
8.12. Signatory Authority. Each party represents and warrants that the individual signing this
Agreement on its behalf is duly authorized to bind such party to all terms and conditions of this
Agreement.
8.13. Waiver. No waiver by either party with respect to any breach or default of any right or
remedy and no course of dealing may be deemed to constitute a continuous waiver of any other
breach or default or of any other right or remedy unless such waiver is expressed in writing by
the party to be bound.
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement by their
representatives duly authorized.
MARICOPA COUNTY OPTION CARE ENTERPRISES, INC.
Acting by and for its Department of Public
Health
By: By:
Chairman, Date
Maricopa County Board of Supervisors Name:
Title:
Attest:
Clerk of the Board Date
Director, MCDPH Date
Approved as to Form Date
Deputy County Attorney
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EXHIBIT A
Visitor Agreement
FR-OP-AD-075b
Option Care Enterprises, Inc.
Honesty and integrity are cornerstones upon which Option Care Enterprises, Inc. (“Option Care”)
operates. We intend that Option Care will always conduct its affairs according to the highest
standards of performance and that its business and actions will comply with the spirit and
intent of the laws, policies, and moral codes under which we operate and live.
Our customers trust us with their health and wellbeing as well as that of their loved ones. They
trust us to provide professional, sensitive, and quality service in meeting their infusion needs.
They trust that we are honest in all of our dealings and respect their right to privacy. In
keeping with this policy, all patient information should be kept strictly confidential
and should not be disclosed to any unauthorized person.
Form and appearance are important. We expect Option Care visitors to do what is
right and to behave in such a manner that others will view them as having the
highest standards in both professional and personal behavior. Option Care will not
tolerate any illegal, unprofessional, or unethical act by a visitor, including the
unauthorized sale, possession, use, or diversion of controlled substances.
As a visitor, I will:
 Maintain privacy and confidentiality of all patient information and pharmacy
records.
 Promptly seek advice from the appropriate source(s) when I have questions
concerning the application of pharmacy policies and/or laws.
 Take proper precautions to maintain the physical security of the pharmacy
department.
As a visitor, I will not:
 Disclose patient information without proper authorization.
 Remove, pass, or consume a drug without a valid prescription and/or without
paying for it.
 Violate Option Care policies, or state or federal pharmacy laws.
I have read, understand and will abide by Option Care Enterprises Inc.'s statements
on pharmacy laws, policies, and ethics. I have asked for and received clarification
from the appropriate supervisor where needed.
_________________________ _______________
Signature Date
_________________________
Name (print)
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