BLUE ZONES DI AFFILIATION AGREEMENT.PDF

AFFILIATION AGREEMENT
BETWEEN
MARICOPA COUNTY

by and for its
Department of Public Health

AND
BLUE ZONES LLC
FOR THE

DIETETIC INTERNSHIP PROGRAM

THIS Affiliation Agreement (“Agreement”) is entered into by and between Maricopa County,
acting by and for its Department of Public Health (referred to as “COUNTY”), whose principal
office is located at 4041 N. Central Ave., Ste. 1400, Phoenix, AZ 85012 and Blue Zones LLC
(referred to as “THE AFFILIATE”), a Minnesota limited liability corporation with a Blue Zones
Project (community-wide initiative) whose principal office is located at 3721 N. Scottsdale Rd.,
Scottsdale, AZ 85251.

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 that the dietetic interns who participate in the
dietetic internship program are performing duties for a program that is sponsored by COUNTY,
and that the dietetic interns will be supervised by both COUNTY and THE AFFILIATE; and

WHEREAS, the dietetic internship program of COUNTY 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; and

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
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.

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.

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 these policies and
tules.

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, regulations, and policies of THE AFFILIATE.

Provide THE AFFILIATE'S Registered Dietitian Site Director all the rights and
privileges of an adjunct faculty member.

Notify THE AFFILIATE in writing at least 30 days prior to the interns’ anticipated
start date.

. 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).

Designate a Registered Dietitian Site Director who shall be responsible for the
interns and act as the dietetic internship program coordinator with COUNTY.

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).

Provide such training aids and data relating to the various phases of the program as
may be reasonably necessary.

Allow interns to utilize library and cafeteria facilities if available.
Provide the Dietetic Internship Program Director with a copy of the written rules,

regulations, and policies of THE AFFILIATE as it applies to the dietetic internship
programmatic activities.

. 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.

C. That all material and 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.

COMPENSATION

Interns will not receive financial compensation from either COUNTY or THE
AFFILIATE under the terms of this Agreement.

. 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.

. NONDISCRIMINATION

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.

. 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.

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.

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, 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.

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 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.

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
specified in the Work Statement and in support of this Agreement.

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

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 Agreement.

10. INDEMNITY

A.

To the fullest extent permitted by law, THE AFFILIATE shall defend, indemnify
and hold harmless the COUNTY, 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 of
THE AFFILIATE, a subcontractor, any one directly or indirectly employed by
them, or anyone for whose acts they may be liable, relating to the performance of
this Agreement.

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 resulting loss of use, 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 an indemnified party.

The amount and type of insurance coverage requirements above shall not be
construed as limiting the scope of the indemnity in this section.

11. APPLICABLE LAW

A.

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.

B. This Agreement may be cancelled in accordance with A.R.S. § 38-511.

12. FORCED LABOR OF ETHNIC UYGHURS

13

THE AFFILIATE 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.

If THE AFFILIATE becomes aware during the term of the Agreement that THE
AFFILIATE is not in compliance with this paragraph, THE AFFILIATE shall notify
COUNTY within five business days after becoming aware of the noncompliance. Failure
of THE AFFILIATE to provide a written certification that THE AFFILIATE has
remedied the noncompliance within 180 days after notifying COUNTY of its
noncompliance, this Agreement shall terminate unless the Term of this Agreement shall
end prior to said 180-day period.

- 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(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 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 13(A).

E. For questions about E-Verify THE AFFILIATE should visit the following web
site: http://www.uscis.gov.

14. TERMS OF AGREEMENT

A. 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.

B. This Agreement may be terminated by either party upon 30 days prior written
notice to the other party. Notwithstanding anything 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.

15. 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.

(signature page follows)

IN WITNESS WHEREOF, COUNTY and THE AFFILIATE have executed this Agreement.

MARICOPA COUNTY
Acting by and for its Department of Public

Health
By: By:
Chairman,
Maricopa County Board of Name:
Supervisors
Title:
Attest: By:
Name:
Clerk of the Board Date
Title:
Approved as to Form Date

Deputy County Attorney

BLUE ZONES LLC

4/8/2024
Date
Sarah Kearney
Executive Director
Danielle Anderson 4/8/2024
Date

Danielle Anderson

Organization & Wellbeing Lead