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Page 1 of 6 Keith & Associates Dietetic Internship AFFILIATION AGREEMENT This Affiliation Agreement (“Agreement”) shall be effective November 4, 2020 (“Effective Date”). The parties to this Agreement are Keith & Associates, Inc., an Oklahoma corporation (“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 Page 2 of 6 Keith & Associates Dietetic Internship 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. Page 3 of 6 Keith & Associates Dietetic Internship 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 Page 4 of 6 Keith & Associates Dietetic Internship 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 Crystal Dake, Program Assistant Keith and Associates Inc. 115 W. 3rd Street, Suite 800 Tulsa, Oklahoma 74103 consultingdietitians.com Ph: 918.585.3045 For Program: Eve DelReal, Assistant Director Early Education Division Maricopa County Human Services Department 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. Page 5 of 6 Keith & Associates Dietetic Internship 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 Page 6 of 6 Keith & Associates Dietetic Internship against any student, employee, or applicant for employment because of race, age, disability, color, religion, sex, or national origin. 23. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 24. Entire Agreement. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements and representations. 25. Authority. The persons signing this Agreement warrant that they have full authority to do so and that their signatures shall bind the parties for which they sign. IN WITNESS, the parties have approved and signed this Agreement as of the respective dates written below. KEITH & ASSOCIATES, INC By: ______________________________ Name: ____________________________ Title: _____________________________ Date: ____________________________ MARICOPA COUNTY By: ________________________________ Name: Clint Hickman Title: Chairman, Board of Supervisors Date: _______________________________ ATTESTED TO: By: ________________________________ Clerk of the Board Date APPROVED AS TO FORM: By: ________________________________