BANNER HEALTH DI AGREEMENT 4.DOCX

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EDUCATION AFFILIATION AGREEMENT
(Excludes Residents and Fellows)
(Banner Health Contract #0101-03-204663)
This Education Affiliation Agreement (this “Agreement”) is entered into by and between Banner Health, an 
Arizona nonprofit corporation, on behalf of itself and as agent for its consolidated affiliates (collectively, 
“Banner”), whose principal office is located at 2901 N. Central Ave. Ste. 160, Phoenix, AZ 85012 and 
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. 
RECITALS:
A.
The dietetic internship program of MCDPH is currently accredited by the Accreditation Council for 
Education in Nutrition and Dietetics (ACEND), a specialized accrediting body recognized by the 
Council on Postsecondary Accreditation and the United States Department of Education. MCDPH 
wishes to establish a program of cooperative interaction between Banner and MCDPH to provide 
dietetic interns with a dietetic internship practicum (each, a “Rotation”, and, collectively, the 
“Rotations”) approved by ACEND, in an off-campus setting, in the areas of clinical, community, food 
management, and administrative dietetics for Interns enrolled in MCDPH’s dietetic internship (each, an 
“Intern”, and, collectively, the “Interns”). 
B.
Banner operates hospitals, physician clinics, and other healthcare facilities in several states (each, a 
“Facility”, and, collectively, the “Facilities”). 
C.
Banner wishes to cooperate with MCDPH in the provision of Rotations at the Facilities. 
D.
The Rotations will be of mutual benefit to MCDPH and Banner. 
E.
This Agreement will supersede and replace any prior agreements entered into between the parties 
regarding the same subject matter. 
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties 
hereby agree as follows: 
1.
Term and Termination; Effect of Termination. The term of this Agreement will begin on July 1, 2024 
and shall remain in effect until June 30, 2027, unless sooner terminated in accordance with the terms 
hereof. This Agreement may be terminated by either party at any time, with or without cause, by giving 
the other party at least 90 days’ prior written notice. In the event of a material breach of any provision 
of this Agreement, the aggrieved party may terminate this Agreement if the breaching party fails to 
cure the breach within 15 days of the aggrieved party’s written notice. No new Rotations may begin 
once a notice of termination has been sent, and any ongoing Rotations will cease upon the date of 
termination of this Agreement. 
2.
Programs. This Agreement covers any non-resident/fellow healthcare-related program at MCDPH that 
has been: (a) mutually agreed upon by Banner and MCDPH; and (b) approved by the Banner Center 
for Health Careers or its designee (hereinafter “BCHC”) (each, a “Program”, and, collectively, the 
“Programs”). This Agreement specifically excludes any and all resident and fellow programs offered 
by MCDPH.

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3.
MCDPH’s Obligations. 
A.
Education Standards. MCDPH is solely responsible for the academic quality and content of the 
Programs. Prior to the commencement of each Rotation, MCDPH will provide course 
objectives/competencies to the applicable Banner department. MCDPH will only refer for 
Rotations those Interns who are in good academic standing in the applicable Program and will 
provide Banner with verification of such good standing upon request. 
B.
Internship Coordinator. For each Rotation, MCDPH will designate a supervisory staff member 
(the “Internship Coordinator”) whose responsibilities will include: (i) coordinating the 
educational components and scheduling of the Rotations; (ii) making arrangements for the 
adequate orientation of the Interns to the Rotations, the applicable Facility, Banner policies, 
and the proper channels of communication; (iii) facilitating the exchange of necessary 
information between MCDPH and Banner staff; (iv) communicating changes in Banner 
policies and programs to the Interns; (v) communicating educational standards and 
requirements applicable to the Rotations to the Interns and Banner staff; (vi) notifying Banner 
of any incidents of which MCDPH becomes aware that could affect an Intern or a Rotation, 
such as a license-related issue; and (vii) acknowledging and addressing any Rotation-related 
incidents reported to MCDPH by Banner, such as unprofessional behavior of an Intern. 
C.
Intern Supervision. For each Rotation, MCDPH will either: (i) provide one or more qualified 
and approved MCDPH faculty members (the “MCDPH Faculty”) to provide on-site instruction 
and supervision of the Interns at a Facility; or (ii) in coordination with Banner, arrange for 
qualified Banner employees or staff members (the “Banner Faculty”) to assume the 
responsibility of providing on-site instruction and supervision of the Interns at a Facility. If the 
MCDPH Faculty will be on-site to provide instruction, each applicable MCDPH Faculty 
member must complete Banner’s onboarding orientation and corporate compliance training. 
E.
Confidentiality and Nondisclosure. MCDPH acknowledges that MCDPH and the Interns may 
have access to confidential and proprietary information of Banner (collectively, the 
“Proprietary Material”) through their participation in the Rotations. MCDPH will keep 
confidential, and will instruct the Interns to keep confidential, all Proprietary Material by 
exercising the same degree of care toward such material as MCDPH does with respect to its 
own confidential and proprietary information of like importance, but, in any case, using no less 
than a reasonable degree of care. Unless otherwise required by applicable law or by a court 
order from a court with competent jurisdiction, MCDPH will not, and will instruct the Interns 
that they must not, disclose, distribute, publish, transmit, transfer or disassemble the 
Proprietary Material or use the Proprietary Material for the benefit of MCDPH, any Intern or 
any other party, except in furtherance of their respective obligations under this Agreement. 
MCDPH will limit access to the Proprietary Material to only those individuals who need to 
know such information for carrying out MCDPH’s obligations hereunder and those individuals 
to whom MCDPH is legally required to grant access. MCDPH will ensure that its personnel, 
agents, consultants and representatives who are given access to the Proprietary Material will be 
bound by and comply with the terms of this Agreement. The nondisclosure provisions of this 
Agreement will be in effect during the term of this Agreement and will survive termination, 
and the duty of MCDPH and the Interns to hold the Proprietary Material in confidence will 
remain in effect until the Proprietary Material no longer qualifies as confidential information or 
a trade secret under applicable law. For purposes hereof, the Proprietary Material includes, but 
is not limited to, documents, records, reports, data, patient health information, demographic

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information, plans, concepts, ideas, processes, procedures, policies, designs, discoveries, 
inventions, marketing plans, methodologies, specifications, and other business information 
relating to Banner’s business, assets, operations or contracts, regardless of whether such 
information has been expressly designated as confidential or proprietary. The Proprietary 
Material may be provided in written, oral, electronic or other form. The Proprietary Material 
will not include any information that (i) is now or becomes generally known or available to the 
public through no fault of MCDPH; (ii) was known by MCDPH before receipt from Banner 
without any obligation of confidentiality; (iii) is rightfully obtained by MCDPH from a third 
party without breach of any obligation to the disclosing party; or (iv) is independently 
developed by MCDPH without use of or reference to any of the Proprietary Material. 
F.
Liability Insurance. 
i.
Professional Liability Insurance. MCDPH will secure and maintain professional 
liability coverage, or a comparable program of self insurance, for MCDPH with limits 
of $1,000,000.00 per claim and $3,000,000.00 in the annual aggregate. MCDPH will 
provide Banner with a certificate of insurance confirming such coverage: (a) on or 
before the date of the first Rotation; and (b) not later than 30 days after the expiration 
of any current policy or certificate. 
1.
All Interns shall have in effect at all times during their participation in the 
dietetic internship program professional liability insurance with a minimum of 
combined single limit of $1,000,000 for each claim, $3,000,000 aggregate. 
2.
The Interns, while providing health care, medical or professional services shall 
be deemed agents of MCDPH for purposes of determining professional liability 
for acts rising out of the performance of this Agreement. Such professional 
liability coverage shall be enforced for services performed in MCDPH programs 
as specified in the Work Statement and in support of this Agreement. 
3.
The scope of MCDPH’s responsibility to the Interns while providing health 
care, medical or professional services is pursuant to A.R.S. § 11-981, and 
governed, defined, and controlled by the terms of the Revised Restated 
Declaration of Trust for Maricopa County, Arizona Self-Insured Risk Trust 
Fund, approved by the Maricopa County Board of Supervisors and maintained 
and administered by the Maricopa County Risk Management Department. 
ii.
General Liability Insurance. MCDPH will secure and maintain comprehensive general 
liability coverage, or a comparable program of self insurance, with limits of liability of 
$1,000,000.00 per claim and $2,000,000.00 in the annual aggregate. MCDPH will 
provide Banner with a certificate of insurance confirming such coverage upon request. 
MCDPH will provide Banner with a certificate of insurance confirming such coverage: 
(a) on or before the date of the first Rotation; and (b) not later than 30 days after the 
expiration of any current policy or certificate. 
iii.
Rotations in Facilities Located in Colorado. For Rotations taking place in a Facility 
located in Colorado (if applicable), MCDPH will provide workers’ compensation 
insurance covering the Interns as required by Colorado law. If applicable, MCDPH 
will provide Banner with a certificate of insurance confirming such coverage: (a) on or 
before the date of the first Rotation; and (b) not later than 30 days after the expiration 
of any current policy or certificate.

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G.
Health Standards. Banner has implemented health standards for all individuals providing 
services within a Facility. Prior to any of the Interns or, if applicable, any MCDPH Faculty, 
participating in a Rotation, MCDPH will ensure their compliance with such standards, which 
are contained in Exhibit A, attached hereto and incorporated by reference. In addition, 
MCDPH will ensure that all Interns and, if applicable, the MCDPH Faculty entering a Facility 
are in full compliance with masking and other policies and procedures of Banner designed to 
minimize or prevent the spread of infection. Failure by MCDPH to comply with this 
requirement will be grounds for immediate termination of this Agreement. 
H.
For Cause Drug Screening. MCDPH will notify all Interns and, if applicable, any MCDPH 
Faculty, of Banner’s policy regarding “for cause” drug screening. While participating in a 
Rotation, the Interns must, if requested by Banner, submit to "for cause" drug screening in a 
similar manner and under policies similar to those affecting employees of Banner. The results 
of the drug screening may be disclosed in the event of a claim against Banner arising out of the 
acts of an Intern. Prior to a Rotation, MCDPH will inform each Intern and the on-site MCDPH 
Faculty (if any), that Banner may require: (i) a written consent for release of the results of the 
drug screening information to Banner; and (ii) written acknowledgement that the Intern or the 
MCDPH Faculty member may be precluded from participating in the Rotation if a request for 
a "for cause" drug screening is declined or if the individual does not execute a consent for 
release. 
I.
Intern Obligations. MCDPH will be responsible for advising the Interns of their obligations 
during Rotations, and all obligations to patients in the clinical education process, which will 
include but not be limited to: 
i.
Completing all pre-Rotation onboarding requirements; 
ii.
Complying with the administrative policies, standards, practices, parking rules and 
all other regulations in effect at the applicable Facility; 
iii.
Conforming to the standards and practices established by MCDPH while rotating at 
a Facility, to the extent that those standards and practices do not conflict with those 
of Banner; and 
iv.
Completing a Banner orientation, which may include online lessons further 
describing Banner's policies and procedures. 
J.
Evaluation of Banner. MCDPH will ensure that each Intern completes an evaluation of Banner 
after each Rotation. Banner will make an evaluation form available to each Intern and to 
MCDPH. 
4.
Banner’s Obligations. 
A.
Patient Care Standards. Banner will be responsible for the quality and provision of clinical 
services to all of its patients, including those patients treated during a Rotation. Any patient 
care services provided by the Interns will be under the direct and exclusive supervision and 
control of the Banner Faculty or the MCDPH Faculty, as applicable. The Interns will not have 
implied, presumptive or apparent authority or independent health care responsibilities for 
Banner’s patients and are not to be considered as ostensible agents, independent health care

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providers, patient advocates, employees or agents of Banner, or as individuals practicing in an 
extended role while providing health care under the terms of this Agreement. 
B.
Rotation Coordination. BCHC will assist in the organization and management of each 
Rotation. BCHC’s responsibilities will include: (i) coordinating the clinical components and 
scheduling of the Rotations; (ii) making arrangements for the adequate orientation of the 
Interns (and on-site MCDPH Faculty, if applicable) to the Rotations, the applicable Facility, 
Banner policies, and the proper channels of communication; (iii) facilitating the exchange of 
necessary information between Banner and MCDPH staff; (iv) communicating changes in 
Banner policies and programs to MCDPH; and (v) notifying MCDPH of any Rotation-related 
incidents, such as unprofessional behavior of an Intern. 
C.
Facility Access. The Interns will have access to the designated areas and service departments 
of the Facility during periods of actual instruction or preparation and practice courses in the 
clinical areas. Except as provided herein, the access of the Interns will be restricted to teaching 
areas, laboratories, library, dining facilities, medical records, office and other designated areas 
provided by Banner. 
D.
Orientation. All Interns and on-site MCDPH Faculty, if any, are required to attend an 
orientation. Banner will provide access to pertinent rules and regulations, including applicable 
confidentiality rules and procedures regarding patient health information. 
E.
Inspection for Accreditation. Banner will, on reasonable request, permit the inspection of the 
Facilities, records and other items pertaining to the Rotation, by MCDPH or its accrediting 
agencies. 
F.
Insurance. 
i.
General Liability Insurance. Banner will secure and maintain comprehensive general 
liability coverage, including blanket contractual liability, with limits of liability of 
$1,000,000.00 per claim and $2,000,000.00 in the annual aggregate, and workers’ 
compensation insurance as required by law. The parties agree that Banner may choose 
to self-insure such coverage. Banner will provide MCDPH with a certificate of 
insurance or self-insurance letter confirming such coverage upon request. Banner will 
maintain such coverage throughout the term of this Agreement and will provide 
MCDPH with 30 days’ advance written notice of cancellation or substantial change in 
such coverage. 
ii.
Professional Liability Insurance. Banner will secure and maintain professional liability 
coverage with limits of $1,000,000.00 per claim and $3,000,000.00 in the annual 
aggregate. The parties agree that Banner may choose to self-insure such coverage. 
Upon request, Banner will provide MCDPH with a certificate of insurance or self-
insurance letter confirming such coverage and will provide MCDPH with 30 days’ 
advance written notice of cancellation or substantial change in such coverage. 
G.
Evaluation of Intern Performance. Banner will participate in the evaluation of each Intern’s 
performance upon completion of a Rotation as requested by MCDPH. MCDPH will provide 
applicable evaluation forms to Banner.

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H.
Billing and Collection. Banner will be solely responsible for billing for the professional and 
technical services rendered by Banner and will have the exclusive right to collections 
therefrom. 
5.
General Provisions.
A.
Cost of Rotations. Each party will be responsible for its own costs associated with its 
participation in the Rotations. Interns will not receive financial compensation from either 
MCDPH or Banner under the terms of this Agreement. 
B.
Work Statement. To complete program graduation requirements, the Interns will meet the core 
competencies and most recent version of standards for the Registered Dietician Nutritionist 
(RDN) as set by the ACEND for the dietetic internship programs. All Interns will receive a 
copy of these competencies. 
C.
Scheduling. Rotations will be scheduled as mutually agreed upon by Banner and MCDPH and 
in accordance with the educational goals and objectives of MCDPH. Banner may, in its sole 
discretion, limit the number of the Interns in any Rotation, decline to schedule a Rotation, 
and/or designate or change the patients, patient groups, and clinical areas to be included in a 
Rotation. MCDPH and the Interns will comply with all such designations, restrictions and 
limitations imposed by Banner. 
D.
Housing and Transportation. Banner will not be responsible for providing housing and 
transportation for the Interns. 
E.
Health Insurance. Banner will not be responsible for providing health insurance for the Interns. 
F.
Scope of Rotation Experience. MCDPH will provide Banner with a current copy of the 
applicable educational objectives for each Rotation. MCDPH will supply such materials and 
the names of the Intern(s) no less than three weeks prior to the commencement of a Rotation. 
Banner may, in its reasonable discretion, restrict the activities during the Rotation, and will 
only be obligated to allow the Interns to perform those activities associated with the Rotations 
that have been agreed upon by Banner and MCDPH. 
G.
Request for Withdrawal of Unsatisfactory Interns. At any time during the term of this 
Agreement, Banner may request that MCDPH withdraw from a Rotation any Intern whose (i) 
conduct adversely affects or in any way impedes the educational experience or patient care 
during a Rotation, (ii) whose health status is a detriment to the successful completion of the 
Rotation or to the welfare of patients, or (iii) whose performance, after appropriate instruction 
and counseling, continues to fall below the level required to maintain practice standards. In the 
case of such a request, MCDPH will immediately withdraw the Intern from the Rotation. 
However, Banner, in its sole discretion, may take independent corrective action, including 
summary removal of any Intern whose behavior or conduct is an immediate threat to the health 
and well-being of Banner or its patients. In that event, Banner will notify MCDPH 
immediately thereafter. 
H.
Independent Contractor Status. MCDPH is an independent contractor to Banner. Neither 
MCDPH nor any Intern is deemed an employee of Banner. Nothing in this Agreement creates 
an employer-employee relationship, partnership, franchise, joint venture or agency relationship 
between the parties.

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I.
Mutual Indemnification. To the extent permitted by applicable law, and without waiving any 
rights under any applicable state governmental immunity statute, each party will indemnify, 
defend and hold harmless the other party for, from and against all actions, liabilities, losses, 
damages, claims and demands whatsoever, including costs, expenses and attorneys' fees 
resulting from, or claimed to have resulted from, any intentional or negligent acts or omissions 
of the indemnifying party or its employees or agents engaged in the work under this 
Agreement at the time of the event or occurrence upon which such actions, claims or demands 
are based. Where both parties, including their respective employees or agents, participated in 
the liability causing event, each party will contribute to the common liability a pro rata share 
based upon its relative degree of fault, subject to any rights under any applicable state 
governmental immunity statute. 
J.
Applicable Standards. Both parties will comply with all standards applicable to the Rotations, 
as such standards may be amended from time to time, including, but not limited to, the 
following: (i) the standards of The Joint Commission, ACEND, and other accreditation 
agencies; (ii) federal, state and local government laws, rules and regulations; and (iii) third 
party payor standards and requirements. 
K.
OSHA Guidelines and Training. MCDPH will comply with the Occupational Safety and 
Health Act (“OSHA”) bloodborne pathogen regulations and agrees to provide comprehensive 
infection control training to all Interns who would be at risk for exposure to bloodborne 
pathogens. The training will include instruction on bloodborne pathogens and OSHA 
bloodborne pathogen regulations, standard precautions, tuberculosis and COVID-19 
prevention and control measures, and appropriate use of personal protective equipment. If the 
Rotation requirements include access and experience with patients in isolated rooms due to an 
airborne infectious disease, MCDPH must provide or ensure that the Intern has obtained a 
respiratory mask-fit testing as required by OSHA. 
Upon report of occupational exposure to blood or bodily fluids by an Intern during a Rotation, 
Banner agrees to provide post-exposure evaluation, source patient testing, and initial 
prophylactic treatment according to the most recent Center for Disease Control guidelines. 
Banner will not provide HIV or Hepatitis B follow-up. The exposed Intern will be responsible 
for follow up with his/her own physician or other medical personnel. Banner will not be 
responsible for payment of any prophylactic treatment or any additional follow up care, care 
from other providers, or care provided beyond the first week following the exposure. 
L.
Health Insurance Portability and Accountability Act (HIPAA) Compliance. MCDPH will 
direct all Interns to comply with the policies and procedures of Banner, including those 
governing the use and disclosure of individually identifiable health information under federal 
law, specifically 45 CFR parts 160 and 164. Solely for the purpose of defining the Interns’ role 
in relation to the use and disclosure of Banner’s protected health information, the Interns are 
defined as members of Banner’s workforce, as that term is defined by 45 CFR 160.103, when 
engaged in activities pursuant to this Agreement. However, the Interns are not and will not be 
considered to be employees of Banner. 
M.
Family Educational Rights and Privacy Act. Both parties recognize that they are bound to 
comply with the Family Educational Rights and Privacy Act (“FERPA”) in the handling of the 
Interns’ educational records. Both parties will allow employees and agents of the other party 
access to the educational records maintained by the other party as necessary for administering

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their duties and obligations under this Agreement, as well as the individual Interns. It is also 
agreed that each party will thoroughly orient their employees and agents of their obligations 
under FERPA and will maintain their practices in strict accordance with the requirements of 
FERPA. Neither party will be permitted to authorize any further disclosure of the Interns’ 
educational records owned by the other party to persons or entities not a party to this 
Agreement without first having received permission of the owning party and having obtained 
assurances that the outside party has fully complied with the provisions of FERPA. Any 
permitted disclosure to persons or entities not a party to this Agreement will be under the 
condition that no further disclosure by such parties will be permitted. 
N.
No Federal Exclusion or Preclusion. MCDPH hereby states that none of MCDPH, any Intern, 
any officer, director, or trustee of MCDPH, any immediate family or household member (as 
that term is defined by Public Law 105-33, §4303) of any such officer, director, or trustee, or 
any employee responsible for the performance of any obligations of MCDPH hereunder (each 
a “Relevant Party”) are excluded or precluded from participation, or are otherwise ineligible to 
participate, in a “federal health care program” (as defined in 42 USC §1320a-7b(f)) or in any 
other government payment program, and that no such action is pending. MCDPH will assess 
the status of the Relevant Parties prior to hire or contracting and on a monthly basis thereafter 
as required by the United States Department of Health and Human Services or the Centers for 
Medicare and Medicaid Services. MCDPH will notify Banner in writing within three days of 
either of the following: (i) the discovery of any debarment, exclusion, preclusion, suspension 
or other event that makes MCDPH or any Relevant Party ineligible to participate in a federal 
health care program or any other government payment program; or (ii) any conviction of 
MCDPH or the discovery of any conviction of any of the Relevant Parties of a criminal offense 
that falls within the scope of 42 USC §1320a-7(a), even if they have not yet been excluded, 
precluded, debarred, suspended or otherwise declared ineligible. Such notice will contain 
reasonably sufficient information to allow Banner to determine the nature of any sanction. If 
MCDPH is in breach of this Section 4(M) or upon the occurrence of such exclusion, 
preclusion, debarment, suspension or conviction of MCDPH or any Relevant Party, whether or 
not notice is given, Banner may immediately terminate this Agreement. 
O.
Physician Ownership. MCDPH expressly represents and warrants that one of the following 
provisions applies: (i) no physician, no physician organization and no member of any 
physician’s immediately family owns or holds an ownership or financial interest in MCDPH, 
including any affiliated or related entity or person, that is not the subject of an exception or 
“safe harbor” under applicable law, such as the exception for publicly-traded securities under 
42 C.F.R. §411.356(a); or (ii) that MCDPH is a publicly traded company and is the subject of 
an exception under 42 C.F.R. § 411.356(a)(1) and (a)(2); or (iii) one or more physicians or a 
member of a physician’s immediate family own or have a financial relationship with MCDPH, 
and this Agreement is the subject of an arms-length negotiation and is for fair market value 
compensation, is not tied to or based on an expectation by Banner that MCDPH or MCDPH’s 
physician owners will refer patients to Banner, and that the volume or value of referrals by any 
physician is not a part of the consideration for this Agreement. 
P.
Change in Law. If any new federal or state law, regulation or rule is enacted, or if there is a 
change in any federal or state law, regulation or rule that affects this Agreement, the activities 
of either party under this Agreement, or either party’s performance or ability to perform under 
this Agreement, or any change in the judicial or administrative interpretation of any such law, 
regulation, or rule, and either party reasonably believes in good faith that such change will 
have a substantial, adverse effect on such party’s business operations or its rights or

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obligations under this Agreement, then such party may, upon written notice, require the other 
party to enter into good faith negotiations to renegotiate the terms of this Agreement. If (i) the 
parties are unable to reach an agreement concerning the modification of this Agreement within 
the earlier of (a) 45 days after the date of the notice seeking renegotiation, or (b) the effective 
date of the change, or (ii) the change is effective immediately, then either party may 
immediately terminate this Agreement upon written notice of such termination to the other 
party. 
Q.
Recordkeeping Requirements. Each party's respective employment, healthcare and record 
keeping practices will conform to all applicable federal, state and local statutes, ordinances, 
rules and regulations. Upon reasonable request, each party will provide the other with any 
information or certificates which may be required to prove compliance with such statutes, 
ordinances, rules and regulations or for licensure, accreditation, and quality assurance 
purposes. Banner will not be required to prepare or maintain any records with respect to the 
Interns engaged in Rotations, other than any agreed-upon evaluations. MCDPH will not be 
required to keep or maintain any patient records. 
R.
Notice. Any notice required to be given under this Agreement will be in writing, and will be 
deemed delivered to the party to whom the notice is sent (i) when personally delivered, (ii) one 
business day after the same is sent by overnight delivery service, or (iii) three days after the 
same is sent by certified mail, postage prepaid, addressed to such party at the address that 
follows or to such other address as such party may hereinafter designate in writing: 
If intended to MCDPH:
Maricopa County Department of Public Health 
4041 N. Central Ave., Ste. 1400 
Phoenix, AZ 85012 
Attn:
Office of Specialized Services 
If intended to Banner:
Banner Health 
525 W. Brown Road 
Mesa, AZ 85201 
Attn:
Banner Center for Health Careers Department 
With a copy to:
Banner Health 
2901 N. Central Ave., Suite 160 
Phoenix, AZ 85012 
Attn:
General Counsel 
S.
Assignment. This Agreement may not be assigned by either party without the prior written 
consent of the other party. Any transactions or series of transactions that would result in a 
change of control of MCDPH will constitute an assignment for the purpose of this Section 
5(S). If consent to an assignment is obtained, this Agreement is binding on the assigns of the 
parties to this Agreement. Notwithstanding anything to the contrary in this Agreement, Banner 
may assign or otherwise transfer its interest under this Agreement to any “related entity” 
without the consent of the other party. For the purposes of this Section 5(S), a related entity 
will be deemed to include a parent, a subsidiary, any entity that acquires all or substantially all 
of Banner’s assets or operations relating to this Agreement, and the surviving entity of any 
merger or consolidation involving Banner.

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T.
Governing Law. This Agreement shall be construed under the laws of the State of Arizona. 
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. This 
Agreement may be cancelled in accordance with A.R.S. § 38-511. 
U.
Integration and Amendment. This Agreement and any Exhibits contain the entire agreement 
between the parties with respect to the subject matter hereof. All prior negotiations between the 
parties are merged in this Agreement, and there are no understandings or agreements other than 
those incorporated herein. This Agreement may not be modified except by a written instrument 
signed by both parties to this Agreement. Any other arrangements between the parties are the 
subject of one or more separate agreements, all of which are listed in one or more databases 
maintained by Banner. 
V.
Counterparts. This Agreement may be executed in one or more copies or counterparts, each of 
which when signed will be an original, but all of which together will constitute one instrument. 
Signatures submitted via telecopy or electronic signature will have the same force and effect as 
original signatures and, as such, will be valid and binding upon the parties hereto. 
W.
Forced Labor of Ethnic Uyghurs. Banner warrants and certifies that it does not currently, and 
agrees for the duration of the Agreement term that it will not use: 
a.
The forced labor of ethnic Uyghurs in the People’s Republic of China. 
b.
Any goods or services produced by the forced labor of ethnic Uyghurs in the People's 
Republic of China. 
c.
Any contractors, subcontractors or suppliers that use the forced labor or any goods or 
services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. 
d.
If Banner becomes aware during the term of the Agreement that Banner is not in 
compliance with this paragraph, Banner shall notify MCDPH within five business days 
after becoming aware of the noncompliance. Failure of Banner to provide a written 
certification that Banner has remedied the noncompliance within 180 days after notifying 
MCDPH of its noncompliance, this Agreement shall terminate unless the Term of this 
Agreement shall end prior to said 180-day period. 
X.
Compliance Requirements for A.R.S. § 41-4401, Government Procurement; E-Verify 
Requirement 
a.
Banner warrants compliance with all federal immigration laws and regulations relating to 
employees and warrants its compliance with A.R.S. § 23-214(A), which states, “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 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 Banner may be subject to penalties up to 
and including termination of the Agreement.

JF Y:\BCC\CAP\BCHC\Contracts\Education Affiliation Agreements\School Contracts\Maricopa County Department of Public 
Health\0101-03-204663 
11
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 
Banner 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 13(A). 
e.
For questions about E-Verify Banner should visit the following web site: 
http://www.uscis.gov. 
IN WITNESS WHEREOF, the parties have executed this Agreement individually or by signature of 
their duly authorized representative as of the signature dates set forth below, to be effective as of the Effective 
Date. 
MARICOPA COUNTY
Acting by and for its Department of Public 
Health
BANNER HEALTH
By: 
By: 
Chairman, 
Maricopa County Board of Supervisors
Name:
Date
Jami Sinick
Title:
VP, Talent Acquisition
Attest:
Clerk of the Board
Date
Approved as to Form
Date
Deputy County Attorney

12
EXHIBIT A
Health Standards
The Health Standards include, without limitation and as required by the applicable Facility:
1.
Proof of immunity or immunization to varicella. 
2.
Proof of immunity or immunization to measles, mumps, and rubella. 
3.
Negative TB screen. 
4.
Hepatitis B vaccination series, or signature by individual on a waiver declining the series. 
5.
Proof of a recent negative result from an IGRA test (QuantiFERON, T-Spot) or current 
Mantoux method PPD two-step testing process which includes: 
a.
First step completed within the 12 months preceding the commencement of the 
applicable Intern’s Rotation; and 
b.
Second step completed within one to three weeks after the first step was administered. 
6.
Proof of the appliable Intern’s annual influenza (flu) vaccination administered on or before 
December 1st of each calendar year, or such other date as mandated by Banner’s occupational 
health and infection prevention standards. Banner will accept a receipt of payment for 
vaccination or a copy of a Intern’s consent to receive the immunization as proof of 
vaccination. Exemption to immunization may be granted by Banner for medical 
contraindications (including disabilities) or religious beliefs. To qualify for such an 
exemption, the applicable Intern must complete the applicable form* and submit it to the 
email address or fax number provided on the form. Each Intern who is approved for 
“Exempted Status” is required to wear a surgical mask during influenza season at all times 
while in a Facility, except while eating in a cafeteria, break room or conference room (unless 
patients are present). 
7.
Proof of having received a complete series of approved primary COVID vaccinations and as 
many boosters as may be required by Banner at the time of the Rotation(s) being applied for. 
Exemption to immunization may be granted by Banner for medical contraindications 
(including disabilities) or religious beliefs. To qualify for such an exemption, the applicable 
Intern must watch the required Banner COVID vaccination video and must complete the 
applicable form* and submit it to the email address or fax number provided on the form. Each 
Intern who is approved for “Exempted Status” is required to wear a surgical mask at all times 
while in a Facility, except while eating in a cafeteria, break room or conference room (unless 
patients are present). 
8.
Proof of a recent negative 10 panel Urine Drug Analysis. 
9.
Such other specific test or health standard as Banner may request from time to time. 
*The following forms will be provided upon request:
Exemption from COVID Vaccination for Religious Beliefs
Exemption from COVID Vaccination for Medical Contraindication 
Exemption from Seasonal Influenza Vaccination for Religious Beliefs
Exemption from Seasonal Influenza Vaccination for Medical Contraindication