ROSEWOOD DI AGREEMENT 4_COMPLETE.PDF

Clinical Training Agreement  
 
This Clinical Training Agreement (“Agreement”) is entered into by and between Maricopa 
County, acting by and through its Department of Public Health, whose principal office is located at 4041 
N. Central Ave., Ste. 1400, Phoenix, AZ 85012 (“MCDPH”) and Rosewood Ranch, LP d/b/a Rosewood 
Centers for Eating Disorders, an Arizona for profit corporation whose principal office is located at 36075 
W. Rincon Rd., Wickenburg, AZ 85390 (“Facility”).  
 
RECITALS 
 
WHEREAS, MCDPH offers a dietetic internship approved by the Accreditation Council for 
Education in Nutrition and Dietetics (“ACEND”), and desires to obtain practicum education experience for 
its interns (each a “Intern” and collectively the “Interns”) in the areas of clinical, community, food 
management, and administrative dietetics; and 
 
WHEREAS, the dietetic internship program of MCDPH is currently accredited by ACEND, a 
specialized accrediting body recognized by the Council on Postsecondary Accreditation and the United 
States Department of Education; and 
 
WHEREAS, Facility operates an eating disorder treatment facility and desires to provide practicum 
education experiences to Interns; 
 
WHEREAS, it is the shared responsibility of MCDPH and Facility to create and maintain an 
appropriate learning environment; and 
 
 
WHEREAS, Facility is committed to the professional education and training of MCDPH’s Interns 
and is willing to contribute to their education by providing them with quality practicum education 
experiences. 
NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to 
be legally bound, the parties agree as follows: 
1. MCDPH RESPONSIBILITIES 
 
MCDPH agrees that in connection with this Agreement, it has the following roles and responsibilities: 
 
 
1.1 
To provide Facility with a list of MCDPH departments and programs covered by this Agreement 
as well as copies of all documents and policies relevant to the practicum educational experience.  
 
1.2 
To be responsible for meeting applicable program accreditation requirements.  
 
1.3 
To provide information to the Interns and the Facility that outlines standards of performance and 
guidelines for the clinical education experience. 
 
DocuSign Envelope ID: C89CB868-ABC8-444F-B9A4-10ACD399BE58

1.4 
To assign appropriate faculty/staff for the purpose of clinical education liaisons between the 
Facility and the MCDPH. 
 
1.5 
To place only Interns who have fully completed all required prerequisite courses and any other 
academic requirements and have been recommended by MCDPH faculty for placement in this 
clinical education experience, provided such Interns have been approved by Facility to participate 
in the clinical education experience.  For the avoidance of doubt, Facility shall approve all Interns 
prior to placement with Facility. 
 
1.6 
Require Interns to adhere to the policies and procedures of the Facility.  
 
1.7 
To inform the Interns that they may be required to undergo a drug test consistent with the Facility’s 
policies and practices.  If clinical education Interns are required by Facility to subject to a drug test, 
Facility shall provide MCDPH with notice and explanation of any positive or unsatisfactory drug 
test results. If Interns are required by Facility to undergo a drug test, Facility shall inform and 
receive authorization in advance from Interns permitting Facility to notify and explain to the 
MCDPH any positive or unsatisfactory drug test result. 
 
1.8 
To inform each Intern and any faculty members who will be on-site at the Facility, in writing, that 
Intern and faculty will be solely responsible for all health care expenses incurred during the term 
of the clinical educational experience and this Agreement.  
 
1.9 
To have the Interns trained or caused to be trained in the regulations pursuant to the Health 
Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health 
Information Technology for Economic and Clinical Health Act (“HITECH”) and its implementing 
regulations, and advise each Intern of the Intern’s duty to abide by HIPAA, state law, and patient 
privacy policies and procedures of Facility. In the event that MCDPH becomes aware of any breach 
of privacy by any Intern assigned to the Facility, MCDPH will immediately notify Facility of such 
breach. 
 
1.10 
To ensure each Intern who will be on-site at the Facility sign Facility’s Confidentiality Agreement. 
 
1.11 
To obtain and maintain insurance policies, including professional liability insurance (or a 
comparable program of self insurance), as set forth herein, as may reasonably be required by the 
Facility in accordance with the assignment at the Facility. 
 
1.12 
To maintain the records of the Interns as required by law and accreditation criteria. 
 
1.13 
To designate a qualified individual employed by MCDPH to monitor the Intern’s performance and 
experience through regular contact with the Facility. 
 
1.14 
To ensure that prior to the date each Intern arrives at the Facility (“Affiliation Date”) and at 
MCDPH’s own cost and expense, each Intern meets all health requirements of MCDPH and 
Facility. 
DocuSign Envelope ID: C89CB868-ABC8-444F-B9A4-10ACD399BE58

1.15 
To administer to the Interns any trainings that are required by Facility. 
 
1.16 
At the request of Facility, MCDPH shall provide the following with respect to each Intern 
participating in the clinical learning experience: 
1.16.1 Background check(s) 
1.16.2 Copy of ID 
1.16.3 Immunizations 
1.16.4 Fingerprints (as applicable) 
1.16.5 Copy of license (as applicable) 
 
The Facility reserves the right to refuse placement of an Intern into a clinical learning experience based on 
the same criteria that the Facility uses to determine employment from criminal check results. 
 
2.  FACILITY RESPONSIBILITIES 
Facility agrees that in connection with this Agreement, it has the following roles and responsibilities: 
 
2.1  
To provide the Dietetic Internship Program Director with a copy of the written rules, regulations, 
and policies of the Facility as it applies to the dietetic internship programmatic activities.  
 
2.2 
To provide the Interns with an overall orientation to the Facility’s specific services necessary for 
the implementation of the training experience.  
 
2.3  
To designate a qualified staff member to function as supervisor for the Interns. The supervisor will 
be responsible for the Interns and, with the approval of Facility administration, for providing 
opportunities for the Interns to engage in a variety of activities under supervision and for evaluating 
the Interns’ performance. 
2.4      To retain ultimate responsibility for patient care.  
2.5 
To notify the MCDPH prior to Intern placement in the Facility of any health and fitness related 
requirements, including medical insurance coverage, immunization record, physical exam, and/or 
drug testing. 
3.  COMMON GOALS  
3.1 
The common goal of the parties includes but is not limited to sustaining a framework for the parties 
to cooperatively plan and use their resources in mutually beneficial ways to advance the goals of 
both parties.  
 
 
DocuSign Envelope ID: C89CB868-ABC8-444F-B9A4-10ACD399BE58

4 
WORK STATEMENT 
 
4.1 
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.  
5.  INDEMNIFICATION, LIABILITY, AND INSURANCE  
5.1  
It is the responsibility of MCDPH to provide professional and general liability insurance (or a 
comparable program of self insurance) for MCDPH and faculty/staff liaisons with maximum limits 
of $1,000,000 per occurrence and $3,000,000 annual aggregate.  MCDPH shall provide written 
evidence of such insurance policies to Facility prior to the Affiliation Date. 
5.2 
It is the responsibility of Facility to have Professional Liability Insurance with a minimum 
combined single limit of $1,000,000 for each claim and $3,000,000 aggregate.  
5.3 
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.  
5.4 
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.  
5.5 
The scope of MCDPH’s responsibility to the dietetic 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.  
5.6  
MCDPH shall indemnify and hold Facility, its owners, medical staff members, employees, and 
agents harmless for all third party claims, damages, losses, expenses, and liabilities, including 
attorneys’ fees, arising out of any action, omission or misconduct of MCDPH, its employees, 
agents, faculty, or Interns under this Agreement. 
5.7 
Facility shall indemnify and hold MCDPH, its employees, and agents harmless for all third party 
claims, damages, losses, expenses, and liabilities, including attorneys’ fees, arising out of any 
action, omission or misconduct of Facility, its employees or agents, under this Agreement.  
6.  FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT OF 1974 (FERPA) 
6.1  
Both parties must comply with FERPA. Therefore, sharing Intern data with Facility requires written 
consent (e.g., immunization info, SSN, etc.).  
 
DocuSign Envelope ID: C89CB868-ABC8-444F-B9A4-10ACD399BE58

7.  TERMINATION  
7.1  
The term of this Agreement shall be from July 1, 2024 through June 30, 2034. The Agreement may 
be renewed for additional terms by the mutual consent of both parties.  
7.2 
Either party may terminate this agreement on 30 days’ written notice of termination to authorized 
representative of other party. 
7.3 
Facility may terminate this Agreement immediately if MCDPH or a Intern becomes excluded, 
debarred, or suspended from participation in federal healthcare programs or if MCDPH loses its 
accreditation by the applicable accrediting body.  
7.4  
In the event that the Facility terminates this Agreement, the Facility may, in Facility’s discretion, 
allow Interns participating in an ongoing clinical education experience the opportunity to complete 
the affiliation, even when the effective date of termination occurs prior to the completion date of 
the clinical education experience. In such an event, all applicable provisions of this Agreement, 
including the right to terminate any Intern, shall remain in force until the end of the clinical 
education experience.   
8.  REMOVAL OF INTERN FROM CLINICAL INTERNSHIPS 
8.1  
The Facility is responsible for the safety and quality of care provided to its patients by the Interns 
who are participating in the clinical experience program at the Facility. In order to effectively fulfill 
that duty, it is agreed that Facility has ultimate control and discretion over all persons involved in 
the program and may immediately terminate the participation in the program of any of the Interns 
enrolled in the program should such Intern’s actions violate Facility’s policies or procedures or 
pose potential harm to others, including but not limited to patients and Facility employees or 
personnel.   
9. FACILITY PROPRIETARY INFORMATION  
 
9.1 
Facility Proprietary Information shall be the property of the Facility and shall be available at 
Facility’s sole discretion for the use of Intern(s) who participates in the clinical education 
experience pursuant to this Agreement; however, such Facility Proprietary Information shall not be 
removed from Facility by a Intern under any circumstances. Neither MCDPH nor any Intern shall 
disclose Facility Proprietary Information, including information relating to Facility operations, to 
persons other than the Facility management or medical staff. All Facility Proprietary Information 
in the possession of MCDPH or Intern at the expiration or termination of this Agreement shall be 
returned to the Facility. “Facility Proprietary Information” means all confidential and 
proprietary information, including data, documents, records, agreements, files and other materials, 
whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and 
whether or not marked, designated or otherwise identified as “confidential,” which is obtained from 
or disclosed by Facility or its representatives to MCDPH or Intern(s) in connection with this 
Agreement. 
 
DocuSign Envelope ID: C89CB868-ABC8-444F-B9A4-10ACD399BE58

10.  MISCELLANEOUS 
 
10.1 
MCDPH and Facility shall at all times act as independent contractors, and nothing in this 
Agreement shall be construed as creating an agency, employment, or joint venture relationship 
between the parties.  Interns shall not be deemed to be employees or agents of Facility, and will not 
receive financial compensation from either MCDPH or Facility under the terms of this Agreement. 
 
10.2 
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. 
 
10.3 
This Agreement may be cancelled in accordance with A.R.S. § 38-511.  
 
10.4 
The parties shall not discriminate against any individual on the basis of race, color, sex, pregnancy, 
childbirth or medical conditions related to pregnancy or childbirth, political or religious affiliation 
or ideas, culture, creed, social origin or condition, genetic information, sexual orientation, gender 
identity or expression, national origin, ancestry, age, disability, military service or veteran status, 
or marital status, whether as to employees, applicants for employment, interns, or clients. To the 
extent applicable to this Agreement, both parties agree to comply with all state and federal laws, 
rules, regulations, and executive orders, including Executive Order No. 2009-09 as modified by 
Executive Order 2023-01, regarding equal employment opportunity and non-discrimination.  
 
10.5 
Forced Labor of Ethnic Uyghurs 
 
 
Facility warrants and certifies that it does not currently, and agrees for the duration of the 
Agreement term that it will not, use: 
 
 
10.5.1 The forced labor of ethnic Uyghurs in the People’s Republic of China.  
 
 
10.5.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People's 
Republic of China.  
 
 
10.5.3 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.  
 
If Facility becomes aware during the term of the Agreement that Facility is not in compliance with 
this paragraph, Facility shall notify MCDPH within five business days after becoming aware of the 
noncompliance. Failure of Facility to provide a written certification that Facility 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.  
 
10.6 
Compliance Requirements for A.R.S. § 41-4401, Government Procurement; E-Verify Requirement 
 
DocuSign Envelope ID: C89CB868-ABC8-444F-B9A4-10ACD399BE58

10.6.1 Facility 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.”  
 
 
10.6.2 A breach of warranty regarding compliance with immigration laws and regulations shall 
be deemed a material breach of this Agreement and Facility may be subject to penalties up to and 
including termination of the Agreement.  
 
 
10.6.3 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 Facility 
may be subject to penalties up to and including termination of the Agreement.  
 
 
10.6.4 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).  
 
 
10.6.5 For questions about E-Verify Facility should visit the following web site: 
http://www.uscis.gov.  
 
10.7 
Any individual executing this Agreement on behalf of Facility represents and warrants to MCDPH 
that they are duly authorized to execute this Agreement on behalf of Facility, and that upon their 
signature this Agreement shall be binding upon Facility.  
 
(signature page follows; rest of page intentionally left blank) 
 
 
DocuSign Envelope ID: C89CB868-ABC8-444F-B9A4-10ACD399BE58

IN WITNESS WHEREOF, the parties have executed this Agreement. 
 
MARICOPA COUNTY 
Acting by and for its Department of Public Health 
ROSEWOOD RANCH, LP 
 
 
By:   
 
By:  
 
 
 
Chairman,  
Maricopa County Board of Supervisors 
 
 
Name: 
 
 
 
 
Date 
 
 
 
 
 
 
 
 
Title: 
 
 
 
 
 
 
Attest: 
 
 
 
 
 
 
 
 
 
 
 
Clerk of the Board 
 
 
Date 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Approved as to Form 
 
 
Date 
Deputy County Attorney 
 
 
 
 
DocuSign Envelope ID: C89CB868-ABC8-444F-B9A4-10ACD399BE58
Susan Barrett
5/15/2024
Secretary