MAKNS DI AGREEMENT SPRING 2021.DOCX

AFFILIATION AGREEMENT
BETWEEN
MARICOPA COUNTY
by and for its
Department of Public Health
AND
MAK NUTRITION SERVICES, LLC
FOR THE
DIETETIC INTERNSHIP PROGRAM
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THIS AGREEMENT is entered into by and between Maricopa County, acting by and for its
Department of Public Health (hereinafter referred to as COUNTY), whose principal office is
located at 4041 N. Central Ave., Ste. 1400, Phoenix, AZ 85012 and MAK Nutrition Services,
(hereinafter referred to as THE AFFILIATE), an Arizona limited liability corporation whose
principal office is located at 8666 E. San Alberto Dr., Scottsdale, AZ 85258.
WITNESSETH:
WHEREAS, the purpose of the Agreement is to establish a program of cooperative interaction
between COUNTY and THE AFFILIATE to provide dietetic interns with a dietetic internship
practicum approved by the Accreditation Council for Education in Nutrition and Dietetics
(ACEND), in an off-campus setting, in the areas of clinical, community, food management, and
administrative dietetics; and
WHEREAS, it is in the mutual interest and advantage of the parties that the interns be given the
opportunity to utilize THE AFFILIATE'S facilities for educational and supervisory experience
purposes; and
WHEREAS, it is acknowledged by the parties to this Agreement that the dietetic interns who
participate in the dietetic internship program contemplated by this Agreement are performing
duties for a program which is sponsored by COUNTY, and that said dietetic interns will be
supervised by both COUNTY and THE AFFILIATE while they are performing duties in the
dietetic internship program contemplated by this Agreement; and
WHEREAS, the dietetic internship program of COUNTY is currently granted approval status 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; and
NOW, THEREFORE, upon the mutual promises and covenants contained herein, COUNTY and
THE AFFILIATE agree as follows:
1. RESPONSIBILITIES OF COUNTY
COUNTY agrees that during the term of this Agreement, it shall:
A. Designate in writing a Dietetic Internship Program Director who will be available
for consultation with THE AFFILIATE on all matters of the operation of the
program to include the qualification, preparation, grading, and working hours of the
interns placed in the program;
B. Select for potential placement in the program at THE AFFILIATE interns whose
previous academic and practical experience has properly prepared them for the
activities and responsibilities required by the program;
C. Instruct and advise the selected interns of their obligations to THE AFFILIATE
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while participating in the program as those obligations are set forth in writing by
THE AFFILIATE, and to comply with all written rules, regulations and policies of
THE AFFILIATE while they participate in the program;
D. Provide such supervision and instruction, in addition to that made available by THE
AFFILIATE at its facilities, as may be agreed upon by COUNTY and THE
AFFILIATE;
E. Provide THE AFFILIATE'S Registered Dietitian Site Director with a written copy
of the policies and rules of the Dietetic Internship Program that affect the interns and
are related to their participation in the program, and keep THE AFFILIATE’S
Registered Dietitian Site Director informed of any changes in said policies and rules;
F. Withdraw the intern(s) from the dietetic internship program if they fail to meet such
standards and criteria for participation in the program as are agreed upon by both
COUNTY and THE AFFILIATE; or if they fail to comply with the written rules,
regulation and policies of THE AFFILIATE;
G. Provide THE AFFILIATE'S Registered Dietitian Site Director all the rights and
privileges of an adjunct faculty member; and
H. Advise THE AFFILIATE in writing at least thirty (30) days prior to the arrival of
interns at THE AFFILIATE of the date anticipated for commencement of their
participation in the program.
2. RESPONSIBILITIES OF THE AFFILIATE
THE AFFILIATE agrees that during the term of this Agreement it shall:
A. Provide the necessary facilities and supervisory personnel to establish and carry out
the requirements of the dietetic internship program that will give the dietetic interns
educational and supervisory experiences in dietetics at THE AFFILIATE site(s).
B. Designate a Registered Dietitian Site Director who shall be responsible for the
interns and act as the dietetic internship program coordinator with COUNTY.
C. Provide to the Dietetic Internship Program Director evaluation of the interns’
performance and other such information as may be requested concerning the interns’
participation at THE AFFILIATE site(s).
D. Provide such training aids and data relating to the various phases of the program as
may be reasonably necessary;
E. Allow interns to utilize library and cafeteria facilities if available;
F. Provide the Dietetic Internship Program Director with a copy of the written rules,
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regulations and policies of THE AFFILIATE as it applies to the dietetic internship
programmatic activities.
3. MUTUAL RESPONSIBILITIES OF COUNTY AND THE AFFILIATE
Both parties agree:
A. That faculty of COUNTY, and faculty of THE AFFILIATE shall confer at such
times as may be mutually agreed upon to evaluate the progress of the dietetic
internship program and the interns;
B. To cooperate to provide a sound educational environment to the interns and quality
services to all clients of COUNTY and THE AFFILIATE; and
C. That any and all material and/or programs developed by the interns during their
participation in the dietetic internship program at COUNTY shall become the joint
property of COUNTY and THE AFFILIATE.
4. COMPENSATION
Interns will not receive financial compensation from either COUNTY or the AFFILIATE
under the terms of this agreement.
5. WORK STATEMENT
To complete program graduation requirements, the interns will meet the core competencies
and most recent version of standards for the RDN as listed by the Accreditation Council
for Education in Nutrition and Dietetics (ACEND) for the dietetic internship programs. All
interns will receive a copy of these competencies.
6. NONDISCRIMINATION
The parties hereto mutually agree that at no time shall race, creed, color, gender, or other
prohibited criteria be employed by either COUNTY, OR THE AFFILIATE 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 equal employment
opportunity, non-discrimination and affirmative action including Arizona Executive Order
No. 2009-09.
7. INSURANCE
A. Each party shall have in effect at all times during the term of this Agreement
insurance or comparable self-insurance which is adequate to protect the other party,
its officers and employees, participants and equipment against such losses as are set
forth below.
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B. THE AFFILIATE shall provide COUNTY, upon request, with a current Certificate
of Insurance or a certified copy of the insurance policy naming Maricopa County as
an additional insured under THE AFFILIATE’S commercial general liability and
commercial automobile liability insurance; or, if THE AFFILIATE is self-insured,
shall provide the COUNTY with current documentation of self-insurance coverage
by furnishing a letter indicating such.
C. The following types and amounts of insurance are required as minimums:
1. Workers’ Compensation as required by Arizona law, and Employer’s Liability
Insurance of $1,000,000 each accident, $1,000,000 disease and $1,000,000
disease policy limits.
2. Unemployment Insurance as required by Arizona law.
3. Commercial general liability insurance with a minimum of $1,000,000 each
occurrence, and $2,000,000 general 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.
4. Standard minimum deductible amounts are allowable. Any losses applied
against insurance deductibles are the sole responsibility of THE AFFILIATE.
5. Professional Liability Insurance with a minimum combined single limit of
$1,000,000 for each claim and $3,000,000 aggregate.
6. Commercial Automobile Liability Insurance with a combined single limit of
$1,000,000.
D. THE AFFILIATE will immediately inform the Dietetic Internship Program Director
of any cancellation of its insurance or any decrease in its lines of coverage at least
thirty (30) days before such action takes place.
8. PROFESSIONAL LIABILITY
A. Under this Agreement, all Dietetic 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.
B. The Dietetic Interns, while providing health care, medical or professional services
shall be deemed agents of the COUNTY 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 COUNTY programs as
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specified in the Work Statement and in support of this Agreement.
C. The scope of the COUNTY'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.
9. NON-LIABILITY
Maricopa County and its officers and employees shall not be liable for any act or omission
by THE AFFILIATE or any subcontractor, employee, officer, agent or representative of
Contractor or subcontractors occurring outside the scope and duties of this Contract.
10. INDEMNITY
A. 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 THE AFFILIATE,
THE AFFILIATE shall defend, indemnify and hold harmless the COUNTY (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.
B. THE AFFILIATE's duty to defend, indemnify, and hold harmless the COUNTY, 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 THE AFFILIATE, 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 expense is caused
in part by a party indemnified hereunder.
C. 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.
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11. APPLICABLE LAW
This agreement shall be construed under 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.
12. COMPLIANCE REQUIREMENTS FOR A.R.S. § 41-4401, GOVERNMENT
PROCUREMENT; E-VERIFY REQUIREMENT
A. THE AFFILIATE 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 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 THE AFFILIATE 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 THE AFFILIATE 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 12.A.
E. For questions about E-Verify THE AFFILIATE should visit the following web site:
http://www.uscis.gov/portal/site/uscis.
13. TERMS OF AGREEMENT
A. The term of this Agreement shall be from February 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. 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.
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14. SIGNATURE AUTHORIZATION
Any individual executing this Agreement on behalf of THE AFFILIATE represents and
warrants to COUNTY that they are duly authorized to execute this Agreement on behalf of
THE AFFILIATE, and that upon their signature this Agreement shall be binding upon THE
AFFILIATE.
IN WITNESS WHEREOF, COUNTY and THE AFFILIATE have executed this Agreement.
MARICOPA COUNTY MAK NUTRITION SERVICES, LLC
Acting by and for its Department of Public
Health
By: By: Megan A. Kniskern 2/1/2021
Chairman, Date
Maricopa County Board of Supervisors Name:
Title: Owner/Registered Dietitian
Attest:
Clerk of the Board Date
Director, MCDPH Date
Approved as to Form Date
Deputy County Attorney
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