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BE WELL SOLUTIONS DIETETIC INTERNSHIP PROGRAM INTERN ROTATION TRAINING AGREEMENT This Intern Rotation Training Agreement (“Agreement”) sets forth the terms of the rotation of Interns from BE WELL SOLUTIONS DIETETIC INTERNSHIP PROGRAM, LLC (“BWS DI”), an Ohio limited liability corporation whose principal office is located at 30625 Solon Rd. Ste. C, Solon, OH 44139 to Maricopa County, by and for its Department of Public Health (“MCDPH”), whose principal office is located at 4041 N. Central Ave., Ste. 1400, Phoenix, AZ 85012 for educational training and experience. This Agreement shall commence on January 1, 2021, and is valid through June 30, 2025. 1. Rotation Goals and Objectives A. The educational goals and objectives for any rotation will be provided by BWS DI to the applicable MCDPH preceptor prior to the start of the rotation. If these goals and objectives are acceptable to MCDPH, the MCDPH preceptor will sign a statement agreeing to meet the goals and objectives of the rotation and will return the original copy to BWS DI. B. The Program Director of the applicable Training Program at BWS DI shall retain full control and responsibility for the overall education of the Interns. 2. Responsibilities of BWS DI for Rotations A. Use proper administrative procedures acceptable to MCDPH in planning for observation and practical experience. B. Provide for supervision and instruction as agreed upon by both parties. C. Ensure that Interns and faculty participating in the program at MCDPH adhere to existing rules and regulations of MCDPH. D. Ensure each Intern participating in the program at MCDPH meets the same health standards that are required of all employees at MCDPH. MCDPH may request upon reasonable notice a physical examination and/or laboratory or other diagnostic tests for any Intern. The Intern and BWS DI shall have the option to either agree to such physical examinations, labs and tests or to withdraw the Intern from MCDPH. MCDPH shall not be responsible for any cost or charges incurred for such physical examinations, labs or tests. E. Prohibit Interns or BWS DI staff members from releasing any material relative to practical experiences that has not been approved for release for publication or to third parties by MCDPH, or that is confidential by law. 1 F. Ensure that Intern dress and grooming shall be appropriate for MCDPH and for health care workers. Interns will comply with the MCDPH dress code. G. Notwithstanding any provision to the contrary, BWS DI agrees that the Faculty Members and Interns enrolled at MCDPH shall not be employees or agents of MCDPH or Maricopa County, and shall not be entitled to any defense or indemnity under Maricopa County’s Declaration of Trust for Maricopa County, Arizona, Self- Insured Risk Trust Fund, stipends, benefits, conditions, terms or rights of MCDPH employees including workers’ compensation, medical or hospitalization insurance or benefits, pension, retirement or vacation pay, credit or other benefits or rights of MCDPH employees. MCDPH employees employed by BWS DI as faculty members on their own time (non-MCDPH pay status) will be subject to the same restrictions as stated herein. H. Provide professional and either general liability insurance coverage or self- insurance coverage to each individual rotating Intern for the duration of the assigned rotation, to include commercial general liability insurance of $2,000,000 each occurrence and $4,000,000 general aggregate, and professional liability insurance of $2,000,000 per claim and a $4,000,000 aggregate. In the event any insurance policies required herein are written on a claims made basis, coverage shall extend for two years past the Agreement’s completion as evidenced by annual Certificates of Insurance. BWS DI will provide proof of such coverage in the form of Certificates of Insurance to MCDPH. I. Remove from MCDPH any Intern or Faculty Member reasonably identified, for any reason, as unacceptable by MCDPH. J. Reimburse MCDPH for breakage or damage (together “Damage”) to equipment or supplies, provided MCDPH provides evidence that such Damage was caused by Interns or Faculty Members. K. Designate a person or persons to assist in the coordination of Intern learning experiences, including planning with MCDPH medical staff to assign Interns to specific learning experiences that are appropriate for the program(s). L. Provide a 30-day advance notice for Interns assigned to a rotation. 3. Responsibilities of MCDPH for Rotations A. Provide training experiences and make available the related facilities at MCDPH for Interns enrolled in any program. B. MCDPH staff will teach and supervise Interns while assigned to MCDPH experiences. Any client services provided by Interns shall be under the direct and exclusive supervision of qualified staff employed by MCDPH. 2 C. Designate a person or persons or MCDPH unit to assist in the coordination of the Interns’ learning experiences, including planning with MCDPH medical staff for the assignment of Interns to specific learning experiences which are appropriate for the Intern’s program. D. Keep BWS DI informed of changes in policy which affect faculty and Interns. 4. Mutual Responsibilities of MCDPH and BWS DI A. The personnel of MCDPH and the faculty of BWS DI assigned to the program will confer at such times as may be mutually agreed upon to evaluate the educational program. B. The personnel of MCDPH and the faculty of BWS DI assigned to the program shall cooperate in providing a sound educational environment. C. Interns are assigned for practical training experiences in the appropriate MCDPH unit. Both parties shall mutually agree upon the number of Interns and the appropriate MCDPH unit for training. D. Upon request, each party will complete program evaluation forms for Interns, faculty, or learning experiences. 5. Term and Termination A. The term of this Agreement shall be from January 1, 2021, through June 30, 2025. The Agreement may be renewed for additional terms by the mutual consent of both parties. B. This Agreement may be terminated by either party upon thirty (30) days prior written notice to the other party; provided, however, Interns participating at MCDPH at the time of termination shall be given an opportunity to complete their participation. 6. Miscellaneous A. BWS DI and MCDPH shall not discriminate against any individual on the basis of age, race, religion, creed, sex, national origin, handicap, disability, sexual orientation or veteran status. To the extent applicable to this Agreement, both parties agree to comply with all state and federal employment laws, rules, regulations and executive orders, including Executive Order 2009-09. B. Nothing contained herein shall be deemed or construed as creating a relationship of principal and agent or of partnership or of joint venture between the Parties. Interns shall not be considered servants, agents, or employees of MCDPH. 3 C. This Agreement shall be construed and enforced in accordance with the laws of the state of Arizona, and is subject to the provisions of A.R.S. § 38-511. Exclusive venue and jurisdiction for any actions or proceedings related to or stemming from this Agreement will be in the state or federal courts sitting in Phoenix, Arizona. D. This Agreement shall be binding upon and shall inure to the benefit of both Parties and their respective successors, heirs, assigns and legal representatives. Neither this Agreement nor any rights hereunder may be assigned without the prior written consent of the non-assigning Party. E. Individuals executing this Agreement on behalf of the Parties represent and warrant that they have been authorized to do so. F. This Agreement contains 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 which are not expressly set forth herein are of no force or effect. Any modifications or amendments must be agreed to by both Parties in writing and shall become effective on the date stated therein. G. During the term of this Agreement, the Parties shall take such actions, including revising this Agreement, as necessary or advisable to comply fully with all laws, rules and regulations applicable to the performance of this Agreement, including without limitation the Health Insurance Portability and Accountability Act and the Family Educational Records and Privacy Act. H. To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by BWS DI, BWS DI shall defend, indemnify and hold harmless MCDPH (as Owner), its agents, representatives, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts, errors, omissions, or mistakes relating to the performance of this Agreement. i. BWS DI's duty to defend, indemnify, and hold harmless MCDPH, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting therefrom, caused by negligent acts, errors, omissions, or mistakes in the performance of this Agreement, but only to the extent caused by the negligent acts or omissions of BWS DI, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or 4 expense is caused in part by a party indemnified hereunder. ii. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. IN WITNESS WHEREOF, MCDPH and BWS DI have executed this Agreement. MARICOPA COUNTY BE WELL SOLUTIONS DIETETIC Acting for and on behalf of INTERNSHIP PROGRAM, LLC the Department of Public Health Katie Bigart, Digitally signed by Katie Bigart, MS, RDN, LD By: By: MS, RDN, LD Date: 10:52:51 2020.11.23 -06'00' Chairman, Maricopa County Board of Date Supervisors Name: Katie Bigart, MS, RDN, LD Title: Program Director Attest: Clerk of the Board Date Director, MCDPH Date Approved as to Form Date Deputy County Attorney 5