AFFILIATION AGREEMENT BE WELL SOLUTIONS.PDF

AFFILIATION AGREEMENT
This Affiliation Agreement (“Agreement”) shall be effective _______________(“Effective Date”).
The parties to this Agreement are Be Well Solutions Dietetic Internship Program LLC
(“School”), and Maricopa County (“County”), a political subdivision of the State of Arizona,
administered by its Human Services Department, and other departments the County may
designate from time to time (collectively, the “Facility”).
WHEREAS, the School wants to facilitate educational, clinical, and other hands-on training
experiences for the School’s students (“Students”) as part of their overall education and which
may qualify for academic credit, as determined by the School; and
WHEREAS, the County, through its Facility, is willing to provide educational, clinical, and other
hands-on training to the School’s Students; and
WHEREAS, it is to the benefit of both the School and the County to cooperate in the educational
preparation of Students, so as to ensure professional competence and provide maximum
utilization of community resources,
NOW, THEREFORE, IT IS MUTUALLY AGREED that the School may place selected Students
in the educational, clinical, and other hands-on training experiences provided by the Facility
(collectively, the “Program”) according to the following terms and conditions:
1. Program Description and Mutual Responsibilities of the Parties.
1.1 The School shall retain full control and responsibility for the academic education
of the Students. Any educational goals and objectives for a Program rotation must be provided
by the School to the Facility prior to the start of the rotation and will be subject to the Facility’s
acceptance and approval.
1.2 The number of Students accepted into the Program and schedule of educational,
clinical, and other hands-on training assignments shall be arranged in advance by mutual
agreement between the Facility and the School. In the event it becomes necessary to cancel a
reserved space or change a student assignment, the School will immediately notify the Facility.
1.3 The School and the Facility shall each designate a coordinator who shall be
reasonably available for consultation with the other respective coordinator concerning each
Student’s qualifications, performance evaluation, and the curriculum of the Program.
1.4 The School agrees to designate for participation in the Program only Students who
are at least 18 years of age; have completed the necessary training, appropriate prerequisites,
and didactic work for the Program: and who are in good standing. All Students shall be subject to
the Facility’s standards of Program admission and participation
1.5 The facility assumes full responsibility for the Program activities. It is understood
that the School does not derive direct revenue from and control of the activates at the facility.
1.6 From time to time, the School may wish to conduct research studies that include
Program activities at the Facility. The School may only conduct research studies, the results of
which may benefit the Facility, with prior written consent from the Facility’s director or her or his
designee. Such research studies shall be at no expense to the Facility or the County unless
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otherwise agreed to by the parties in writing prior to the start of any research. Any studies involving
Program activities at the Facility shall be subject to approval by the School’s institutional review
board or committee.
1.7 At all times during the term of this Agreement, all services shall be performed in
accordance with all applicable standards established by law or ordinance, or established by the
rules and regulations of any federal, state, or local agency, department, commission, association,
or other pertinent governing, accrediting, or advisory body having the authority to set standards
for the School and the Facility.
1.8 The Facility and the School agree to cooperate with each other and share
information, to the extent allowed by law, in the event of any investigation, audit, peer review
matter, disciplinary action ,or third-party liability claim arising out of the Program or any services
provided under this Agreement or any adverse event that may result in liability to the other party
in connection with its performance under this Agreement.
2. School’s Responsibilities.
2.1 The School shall provide the Facility in advance of each Student’s Program
rotation: Student name and program of study; rotation beginning and ending dates and total
Program hours required; any curriculum objectives for the Program experience, as applicable;
and any necessary paperwork for the Facility’s evaluation of the Student’s performance while on
the Program rotation.
2.2 The School shall require all Students to obtain a fingerprint clearance card in
accordance with A.R.S. §§ 36-594.01, 41-1964, and 46-141, as may be amended. All applicable
legal requirements relating to fingerprinting, fingerprint clearance cards, certification regarding
pending or past criminal matters, and criminal records checks are incorporated in their entirety as
provisions of this Agreement. The School is responsible for knowing all legal requirements relating
to fingerprinting, fingerprint clearance cards, certifications regarding pending or past criminal
matters, and criminal records checks related to the Agreement performance. The School shall
submit verification that Student has a clear fingerprint clearance background.
2.3 The School shall require all Students to obtain a Central Registry Background
Check in accordance with A.R.S. § 8-804, as may be amended, prior to assignment to placement
with the Facility. The information contained in the Central Registry must be used as a factor to
determine placement qualifications. The School shall submit verification that each Student has a
clear background clearance without incidents.
2.4 The School shall reimburse the Facility for any breakage or damage to equipment
or supplies by a Student or School faculty member, provided the Facility provides evidence that
such breakage or damage was caused by the School faculty member.
2.5 The School shall ensure Students provide 3 references to Facility staff on 1st day
of internship.
2.6 When the School and the Facility deem it appropriate for the Program, the School
shall ensure that Students are accompanied by and supervised by School faculty members while
on Facility premises.
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3. Facility’s Responsibilities.
3.1 The Facility will determine the locations and assignments for each Student in the
Program and oversee and modify as necessary the duties of the Students in accordance with
their learning objectives.
3.2 The Facility agrees to: (i) provide direct supervision of Students and practical
instruction while on the assigned premises for the Program at the Facility; (ii) to review all notes
or charting concerning Program activities or progress, if written by a Student; (iii) bring any
problems concerning Students that may arise during day-to-day Program activities to the attention
of the School’s designated Program coordinator; and (iv) complete written evaluations on each
Student on forms provided by the School, if requested.
3.3 With respect to any quasi-professional services provided by Students under this
Agreement, the Facility shall notify the School and its Dean as soon as possible of the initiation
of any investigation involving a Student or the School faculty member.
4. Family Educational Rights and Privacy Act (“FERPA”). The Facility and the School
agree to abide by the limitations set forth under FERPA and regulations at 34 C.F.R. § 99.33
regarding the protection of educational data. Both parties acknowledge that this Agreement allows
access to educational data. They, agree to hold that information in strict confidence and not to
use or disclose educational data received from or on behalf of either party except as permitted or
required by this Agreement, as otherwise required or allowed by law, or as authorized in writing
by Student.
5. Termination of Student Experience. Notwithstanding any other provisions in this
Agreement, the Facility may terminate the participation of a Student in the Program if the Student’s
work, conduct, or health might, in the Facility’s sole discretion, have detrimental effect on the
Program, staff, or operations. The Facility shall not be arbitrary or discriminatory in the exercise
of this right.
6. Student Expenses, Health Insurance and Emergency Medical Care. Students are not
deemed to be employees of the Facility by virtue of this Agreement. Neither party shall be
obligated to provide for Students’ transportation to and from the Facility or for health insurance
for Students. Students shall be responsible for maintaining their own health insurance throughout
the entire term of their participation in the Program. Students shall not be entitled to any defense
or indemnity by the County, or to any compensation from the County for services provided while
on a Program rotation at the Facility.
7. Indemnification. To the fullest extent permitted by law, each party shall defend,
indemnify, and hold harmless the other party, its agents, representatives, officials, officers,
directors, employees, volunteers, departments, agencies, boards, committees, and commissions
for, from, and against all claims, damages, losses and expenses, including, but not limited to,
attorney fees, court costs, expert witness fees, and the cost of appellate proceedings, relating to,
arising out of, or alleged to have resulted from the negligent acts, errors, omissions or mistakes
relating to the performance of this Agreement. Each party’s duty to defend, indemnify, and hold
harmless the other party, its agents, representatives, officials, officers, directors, employees,
volunteers, departments, agencies, boards, committees, and commissions shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness,
disease, death, or injury to, impairment, or destruction of property, including loss of use resulting
therefrom, caused by any negligent acts, errors, omissions, or mistakes in the party’s performance
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of this Agreement including any person for whose acts, errors, omissions, or mistakes a party
may be legally liable.
The amount and type of insurance coverage requirements set forth in Section 8 below will
in no way be construed as limiting the scope of the indemnity in this Section. Further, the scope
of indemnification does not extend to the sole negligence of either party.
8. Insurance. Both parties shall maintain insurance or funded self-insurance as follows: (i)
commercial general liability insurance coverage with minimum limits of $1,000,000 per occurrence
and $2,000,000 annual aggregate; (ii) professional liability insurance coverage with minimum
limits of $1,000,000 per occurrence and $3,000,000 annual aggregate; and (iii) workers’
compensation insurance to cover obligations imposed by federal and state statutes applicable to
the respective party’s employees engaged in the Program. Upon written request, a party shall
provide to the other party a certificate of insurance evidencing such insurance coverage. Each
party shall endeavor to provide thirty (30) calendar days prior written notice to the other party of
any modification or termination of required insurance.
9. Relationship of the Parties. Each party is a separate and independent institution, and
this Agreement shall not be deemed to create a relationship of agency, employment, or
partnership between or among them. Each party understands and agrees that this Agreement
establishes a bona fide educational training relationship and the agents and employees of each
respective party are not employees or agents of the other party.
10. Term. Unless terminated earlier as described in Section 11 below, the term of this
Agreement shall be five (5) years from the Effective Date. The County may, at its option and with
the agreement of the School, renew the term of this Agreement for additional terms up to a
maximum of five (5) years.
11. Termination of Agreement. This Agreement may be terminated by either party upon
thirty (30) days prior written notice to the other party; provided, however, Students participating in
an ongoing clinical experience at the time shall be given the opportunity to complete their
participation. In such event, all applicable provisions of this Agreement shall remain in force during
the extension period from the effective date of termination, until the end of the academic term in
which the Students are enrolled.
12. Notices. Communications regarding the Program shall go through the parties’ designated
coordinators. Any legal notice that is required or permitted to be given by a party to the other shall
be deemed to have been sufficiently given if personally delivered or deposited in the U.S. Mail in
a properly stamped envelope, addressed to:
For School For Program:
Katie Bigart, Program Director Eve DelReal, Assistant Director
Be Well Solutions Dietetic Early Education Division
Internship Program LLC Maricopa County Human Services
30625 Solon Rd, Suite C Department
Solon, OH 44139 234 North Central Avenue, 3rd Floor
Phoenix, Arizona 85004
13. Amendments. This Agreement may be amended from time to time only by written
agreement of the parties.
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14. Advertising, Names, and Marks. No party shall use the name, trademark, logo, or
likeness of another party, or another party’s employee or agent in any publicity or advertising
material without such other party’s express prior written consent; however, the existence and
scope of the Program available via this Agreement may be made known to Students as a means
of assistance in completing their training requirements.
15. Assignment. Neither party shall assign any right nor delegate any duty under this
Agreement without the prior written consent of the other party, which consent shall not be
unreasonably withheld. In the event of a valid assignment, this Agreement will inure to the benefit
of and be binding upon each party and its respective successors and permitted assigns.
16. Governing Law and Venue. This Agreement shall be construed in accordance with the
laws of the State of Arizona. Exclusive venue for any actions or proceedings related to or
stemming from this Agreement shall be in the state or federal courts sitting in Phoenix, Arizona.
17. Conflict of Interest. The County’s participation in this Agreement is subject to A.R.S. §
38-511, which provides that this Agreement may be cancelled if any person significantly involved
in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the County is,
at any time while this Agreement, or any extension thereof, is in effect, an employee or agent of
the other party to this Agreement in any capacity or consultant of the other party with respect to
the subject matter of this Agreement.
18. Enforceability and Waiver. The invalidity or unenforceability of any terms or provisions
of this Agreement shall in no way affect the validity or enforceability of any other terms or
provisions. The waiver by a party of a breach of any provisions of this Agreement shall not operate
as or be construed as a waiver of any subsequent breaches of this Agreement.
19. Written Certification Under A.R.S. § 35-393.01. If the School engages in for-profit
activity and has 10 or more employees and, if this Agreement has a value of $100,000 or more,
then the School certifies it is not currently engaged in, and agrees for the duration of this
Agreement to not engage in, a boycott of goods or services from Israel. This certification does not
apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. §
4842.
20. Survival. The indemnification, hold harmless, and defense provisions of this Agreement
shall have full force and effect notwithstanding any other provisions in this Agreement and shall
survive the termination or expiration of this Agreement.
21. Non-exclusive Agreement. Each party will retain complete control over such programs
of its own that are outside of this Agreement. Further, each party may enter into similar
agreements with other training institutions, provided that such agreements do not materially
interfere with the ability of each party to carry out its obligations under this Agreement.
22. Compliance with Laws. Each party shall, to the extent such provisions apply, comply
with all applicable federal and state laws, ordinances, Executive Orders, rules, regulations,
standards, and codes whether or not specifically referenced herein, including, but not limited to:
Title VI and VII of the Federal Civil Rights Act; Title IX of the Education Amendments of 1972; the
Federal Rehabilitation Act; the Age Discrimination in Employment Act; the Americans With
Disabilities Act, as amended; the Immigration Reform and Control Act of 1986 (IRCA); and
Arizona Executive Order 2009-9, which mandates that all persons shall have equal access to
employment opportunities. Unless exempted under federal law, the parties shall not discriminate
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