STU AGRMT RE CLINICAL EXP WITH YAVAPAI RMC.PDF

Yavapai Regional Medical Center
CLINICAL EXPERIENCE AGREEMENT
This Clinical Experience Agreement ("Agreement") is entered into by and between Yavapai
Community Hospital Association dba Yavapai Regional Medical Center, an Arizona non-profit
corporation (hereinafter "YRMC"), whose principal office is located at 1003 Willow Creek Rd., Prescott,
AZ 86301 and Maricopa County, by and for its Department of Public Health, a local health department
approved by the American Dietetic Association to provide a dietetic internship (hereinafter "MCDPH"),
whose principal office is located at 4041 N. Central Ave., Ste. 1400, Phoenix, AZ 85012MCDPH
(hereinafter "MCDPH").
Recitals
WHEREAS, YRMC is a nonprofit corporation operating acute care hospitals; and
WHEREAS, MCDPH desires YRMC to cooperate in providing clinical instruction and experience to
"Interns" of the MCDPH registered in the dietetic internship. MCDPH and YRMC have the ability and
resources to provide the necessary classroom education and experience for Interns to receive their
certifications and or degree in the program;
NOW, THEREFORE, in consideration of the mutual benefits, both parties agree to the following:
I. Term of Agreement
1.1 The term of this Agreement shall be from July 1, 2015 through June 30, 2020. The Agreement
may be renewed for additional terms by the mutual written consent of both parties.
1.2 This Agreement may be terminated by either party upon thirty (30) days prior written notice to the
other party. Notwithstanding anything herein to the contrary this Agreement shall continue until
all of those interns participating in the dietetic internship program at the time of written notice of
the termination of the Agreement have completed their training experience. This Agreement is
also subject to the terms and conditions of A.R.S. §38-511, Statutory Right of Cancellation for
Conflict of Interest.
II. Assignments
2.1 MCDPH understands and agrees to assign to YRMC Interns registered in the program for clinical
experience in the appropriate department/area of YRMC.
III. Discontinuance of Assignments
3.1 Either the MCDPH or YRMC may with or without cause and without prior notice discontinue the
assignment of any Intern at YRMC any time during the period of this Agreement.
3.2 YRMC may identify Interns who in the professional opinion of YRMC constitute a threat to or
disruption to the well being of patients or others of YRMC. With or without notice, YRMC can
take action to remove any Intern from the clinical experience at YRMC.
3.3 YRNIC may refuse to accept a Intern who does not meet its employee standards for safety, health
or behavior.
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IV. MCDPH Responsibilities
4.1 MCDPH shall obtain and maintain and assure all Interns are covered with the following insurance
(Exhibit I):
Professional and General Liability coverage in an amount of not less than one million dollars
($1,000,000.00) per occurrence and three million dollars ($3,000,000.00) annual aggregate.
YRMC is to he aware that MCDPH is self-insured through the Maricopa County Self-Insured
Trust.
4.2 MCDPH will designate a faculty member to coordinate with a designee of YRMC the
assignment/activities and expectations of the Intern.
4.3 MCDPH will be responsible for using proper administrative procedures with placing Interns in
YRMC's program. MCDPH will assign to YRMC only those Interns who have satisfactorily
completed any or all of the necessary prerequisite portion of the curriculum, which applies to those
specific areas of assignment and learning objectives.
4.4 MCDPH will ensure that the Intern is progressing in accordance to the Intern learning objectives.
MCDPH will meet with the Intern and YRMC designee as needed to review and evaluate Intern
progress.
4.5 Prior to assignment, MCDPH shall ensure and keep on file evidence of the following:
• Mantoux PPD skin test or chest X-ray negative for tuberculosis
• MMR-2 doses or lab titer confirming immunity
• Varicella-2 doses or lab titer confirming immunity
• CPR for Healthcare Providers
• Annual Influenza vaccination status
4.6 Prior to initial assignment of Intern to YRMC, MCDPH will notify each Intern that he/she is
responsible for:
(a) Complying with all YRMC professional and organizational Policies and Procedures;
Mission, Vision and Values; Practice Guidelines; Compliance Code of Conduct; and,
applicable state and federal laws and regulations.
(b) Adhering to a strict requirement to respect the privacy and confidentiality of all
patient infamiation in accordance with state and federal laws and regulations
including but not limited to Health Insurance Portability and Accountability Act
(HIPAA). Interns will be required to sign an YRMC Confidentiality Agreement.
Interns will also be required to regard all privileged YRMC information as
confidential.
(c) Purchasing appropriate uniforms not provided by YRMC.
(d) Wearing YRMC identification badge while on assignment. Identification badge is to
be returned to Corporate Compliance Department upon completion of assignment. If
badge is not immediately returned a charge of $100.00 will be invoiced to the
MCDPH.
(e) Completing the orientation process outlined by YRMC.
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(f) Intern will report to Corporate Compliance Department to provide:
i. Receive YRMC Orientation
ii. Receive YRMC Student identification badge
iii. Sign YRMC Confidentiality Agreement
iv. Provide photo ID., and proof of health assessment
v. Confirm timeline on YRMC property
Corporate Compliance will take/direct Intern to assigned Department Director to
ascertain their assignment.
(g) Arrange and pay for all of their own expenses, including their transportation, support,
maintenance, health care and living accommodations.
(h) Report to YRMC on time and contact MCDPH and YRMC when they will be absent
from assignment at YRMC.
4.7 MCDPH represents and warrants that prior to Interns participation in the program, it has either
(1) conducted a criminal background check, to include at a minimum, a state and county criminal
history investigation and state sex offender search in the State where the Intern resides and in the
State where the MCDPH is located and have the results on file as part of the Intern records or
(2) required the Intern to obtain the criminal background check and have the results copied and
part of the Interns record. Licensing by the Arizona State Board of Nursing shall be deemed to
satisfy the criminal background check.
4.8 MCDPH represents and warrants that MCDPH, nor any of its Interns, individual, employees or
agents of the MCDPH performing services hereunder have been excluded or limited from
participation in Medicare, Medicaid and/or any other federally financed health care program. Any
Intern or other personnel of MCDPH who becomes sanctioned or excluded during the term of this
agreement shall be immediately removed from participating in the Program hereunder. YRMC
may immediately terminate this agreement in the event MCDPH, or any Intern or any other
MCDPH personnel performing services hereunder becomes sanctioned or excluded during the
term of this agreement.
V. YRMes Responsibilities
5.1 YRMC will provide training aids and data, as appropriate, relating to the specific
departments/areas Interns are assigned.
5.2 YRMC will provide student identification badges. YRMC may provide appropriate uniforms for
specific areas/departments that require YRMC provided uniforms.
5.3 YRMC will require an Intern to render only those services within MCDPEr s preparation and
qualifications of the Intern and as related to the objectives of the specific department/areas
assigned.
5.4 Prior to the first assignment, the Intern shall be provided a comprehensive departmentallarea
orientation by the Department Director or designee to include but not limited to specific
instructions relative to their assignment.
5.5 YRMC will provide orientation materials.
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5.6 YR1VIC shall maintain general liability insurance (or comparable self-insurance) at all times during
the term of this Agreement in an. amount of not less than one million dollars ($1,000,000.00) per
occurrence and three million dollars ($3,000,000.00) annual aggregate. The policy shall include
coverage for public liability, bodily injury, and property damage, personal injury (including
coverage for Contractual and employee acts) and blanket Contractual. YRMC shall provide proof
of coverage to MCDPH upon request.
VI. Mutual Responsibilities
6.1 For the purpose of this Agreement, Interns are participating in the program as an "Intern" of the
MCDPH and not as an employee, agent, partner of or joint venture with YRMC or the MCDPH.
6.2 MCDPH and YRMC are independent entities and nothing contained in the Agreement shall be
deemed to create a relationship of employer and employee or principal and agent or any
relationship other than that of independent parties, contracting with each other solely for the
purpose of carrying out the provisions of this Agreement and shall survive the termination or
expiration of this Agreement.
6.3 At any time during or after the term of this Agreement, all books, documents, and records of
MCDPH and YRMC relating to the performance under this Agreement, including without
limitation all federal, state, and local tax withholding and other filings related to this Agreement,
shall be available for reasonable inspection at any time during normal hours.
VII. Integration
7.1 This document contains the entire Agreement between the parties hereto and supersedes any and
all prior negotiations, commitments, Agreements and understandings between the parties. No
party may rely on any representation, statement or warranty not specifically set forth in this
Agreement.
7.2 No supplement, amendment or modification to this Agreement shall be of any force or effect
unless in writing and signed by both parties.
VIII. Notices
Any notice provided for or concerning this Agreement shall be in writing and be deemed
sufficiently given when sent by certification or registered mail if sent to the respective address of each
party as set forth at the beginning of this Agreement, or delivered by facsimile and evidenced by a
confirmation of receipt thereof.
Yavapai Regional Medical Center Maricopa County Department of Public Health
Attention: Jeanne Briggs Attention: Strategic Planning & Operations
1003 Willow Creek Road 4041 N. Central Ave. Ste. 1400
Prescott, AZ 86301 Phoenix, AZ 85012
Telephone: (928) 771-5166 Telephone: (602) 506-6606
Fax: (928) 771-5196 Fax: (602) 506-6885
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IX. Governing Law
Arizona law shall govern the validity, performance, construction and interpretation of this
Agreement. Venue of any legal action, including arbitration or mediation, shall be Yavapai County,
Arizona.
X. Compliance
10.1 The Agreement shall be subject to the following conditions in compliance with the provisions of
the Health Insurance Portability and Accountability Act of 1996, ("HIPAA") and the final
regulations implementing the privacy provisions of H1PAA as amended from time to time
("Privacy Regulations").
10.2 MCDPH recognizes that certain information may be obtained by Interns which is confidential,
regarding the operations of YRMC and confidential patient information. The Interns, as part of
this Agreement are required to sign a Confidentiality Agreement.
10.3 • YRMC shall designate Interns working under this Agreement as a member of its "workforce," as
such tetin is defined in the HIPAA Privacy Regulation, for purposes carrying out duties under the
assignment. Such designation is for purposes of HIPAA compliance only and shall not be
construed as obligation to pay wages and benefits, administer benefit programs, withhold and
remit income and payroll taxes.
10.4 Interns shall be subject to YR.MC's policies and procedures governing the privacy and security of
protected health information ('PHI'). MCDPH and YRIVIC shall be responsible for providing the
necessary training to Interns prior to working, as required by HIPAA and consistent with the
training provided to other members of YRMC's workforce.
10.5 MCDPH agrees to cooperate with yRmc as may be required for YRMC to meet all requirements
imposed on it by law or by the rules, regulations and standards of applicable federal, state or local
agencies, by any Agreement between YRMC and any applicable federal, state or local agency, the
standards of any agency that accredits YRMC, and all public and private third party payers,
including without limitation, Medicare and AHCCCS. MCDPH shall cooperate with all
compliance-related activities of YRMC. Failure to adhere to these provisions shall be considered a
material breach and/or default and will constitute just cause for termination of this contract
without prior notice.
10.6 The parties hereto mutually agree that at no time shall race, creed, color, gender, or other
prohibited criteria be employed by either MCDPH or YRMC for the purpose of discrimination,
whether as to employees, applicants for employment, interns or clients. To the extent applicable
to this Agreement, both parties hereto agree to comply with all state and Federal laws, rules,
regulations, and executive orders as to eqiml employment opportunity, non-discrimination and
affirmative action including Arizona Executive Order No. 2009-09.
10.7 Compliance Requirements for A.R.S. 41-4401, Government Procurement; E-Verify Requirement:
A. YRMC warrants compliance with all federal immigration laws and regulations relating to
employees and warrants its compliance with A.R.S. § 23-214, Subsection A (that subsection
reads: "After December 31, 2007, every employer, after hiring an employee, shall verify the
employment eligibility of the employee through the E-Verify program and shall keep a record
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of the verification for the duration of the employee's employment or at least three years,
whichever is longer").
B. A breach of warranty regarding compliance with immigration laws and regulations shall be
deemed a material breach of this Agreement and YRMC may be subject to penalties up to and
including termination of the Agreement.
C. Failure to comply with a State audit process to randomly verify the employment records of
contractors and subcontractors shall be deemed a material breach of this Agreement and
YRMC may be subject to penalties up to and including termination of the Agreement.
D. The State of Arizona retains the legal right to inspect the papers of any employee who works
on this Agreement to ensure that the contractor or subcontractor is complying with the
warranty under Paragraph 10.7 A.
E. For questions about E-Verify YRMC should visit the following web site:
http://www.useis.gov/portallsite/uscis.
XL Indemnifications
'Li MCDPH, for itself and on behalf of its employees, agent(s) and independent contractor(s) agrees
to indemnify and hold harmless YRMC, its agents, officers, directors, employees, and other
independent contractors from any and all claims, losses, demands, fees, attorneys fees or expenses,
causes of action, costs, damages, and expenses against YRMC or that YRMC incurs as a result of
a claim resulting from or arising in connection with any breach by MCDPH of any provision of
this Agreement, the violation of any statute, rule, regulation or order, or an intentional, reckless, or
negligent act or omission by the MCDPH, its employees, agents or independent contractor(s),
other than any costs, expenses, claims, demands, causes of action, damages, or judgments that
arise out of or are attributable to the negligent act or omission of YRIVIC. Provisions of this
Indemnifications section shall survive the termination or expiration of this Agreement.
11.2 YRIVIC, for itself and on behalf of its employees, agent(s) and independent contractor(s) agrees to
indemnify and hold harmless MCDPH, its agents, officers, directors, employees, and other
independent contractors from any and all claims, losses, demands, fees, attorneys fees or expenses,
causes of action, costs, damages, and expenses against MCDPH or that the MCDPH incurs as a
result of a claim resulting from or arising in connection with any breach by YRMC of any
provision of this Agreement, the violation of any statute, rule, regulation or order, or an
intentional, reckless, or negligent act or omission by YRMC, its employees, agents or
independent contractor(s), other than any costs, expenses, claims, demands, causes of action,
damages, or judgments that arise out of or are attributable to the negligent act or omission of
MCDPH. Provisions of this Indemnifications section shall survive the termination or expiration of
this Agreement.
XII. Signature Authority
12.1 Any individual executing this Agreement on behalf of YRMC represents and warrants to MCDPH
that they are duly authorized to execute this Agreement on behalf of YRMC, and that upon their
signature this Agreement shall be binding upon YRMC.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date indicated.
MARICOPA COUNTY YAVAPAI COMMUNITY HOSPITAL
Acting by and through its Department of ASSOCIATION dba YAVAPAI REGIONAL
Public Health MEDICAL CENTER
By: By:
Chairman, Date
Maricopa County Board of Supervisors Name:
Title:
Attest:
Clerk of the Board Date
Approved as to Foto] Date
Attachments:
Exhibit I — Insurance
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