Page 1 of 7 University of Phoenix, Inc. 4025 S. Riverpoint Parkway

Page 1 of 7

EDUC AFF AGRMT 020608_ rev09232020

University of Phoenix, Inc.

4025 S. Riverpoint Parkway

Phoenix, AZ 85040-1908

THE UNIVERSITY OF PHOENIX, INC.

SCHOOL AFFILIATION AGREEMENT

This Affiliation Agreement made and entered by and between The University of Phoenix, Inc., an Arizona

for-profit corporation, hereinafter referred to as the “UNIVERSITY” and Wayne County Public Schools, an

entity domiciled in the State of North Carolina, hereinafter referred to as the “SCHOOL.”

I. PURPOSE

The purpose of this Agreement is to provide education experiences for selected UNIVERSITY

students, hereinafter “STUDENTS”, which take place at the SCHOOL and in which the SCHOOL

will participate.

II. OBLIGATIONS OF THE UNIVERSITY

1. The UNIVERSITY will offer educational programs accredited by appropriate organizations;

and will determine standards of education, hours of instruction, learning experiences,

administration, matriculation, promotion, and graduation.

2. The UNIVERSITY will keep all records and reports on STUDENT experiences in

accordance with UNIVERSITY policy and regulatory requirements.

3. The UNIVERSITY will plan with the SCHOOL, in advance, its schedule of STUDENT

assignments to the designated areas, including dates and numbers of STUDENTS.

4. The UNIVERSITY agrees to inform STUDENTS that STUDENTS shall be responsible for

following the rules and regulations of the SCHOOL, including recognition of the

confidential nature of information regarding pupils and their records.

5. The UNIVERSITY will provide to the SCHOOL a copy of course objectives for the learning

experience. The SCHOOL, together with the UNIVERSITY, will make arrangements for

evaluating the learning experience.

6. The UNIVERSITY will assign a Faculty/Site Supervisor who will collaborate with the

SCHOOL’S Cooperating Teacher. For purposes of this Agreement, the term “Cooperating

Teacher” shall be defined as the district educator who has been assigned to supervise the

STUDENT.

7. STUDENTS shall not be considered as employees or agents of the UNIVERSITY.

8. To help defray costs associated with the placement of STUDENTS at the SCHOOL, the

UNIVERSITY shall pay compensation in accordance with Exhibit A, attached hereto and

incorporated herein, upon completion of STUDENT’S assignment at the SCHOOL, or at

such other time as the parties agree.

Page 2 of 7

EDUC AFF AGRMT 020608_ rev09232020

9. As required by N.C.G.S 115C-332.1, and prior to the beginning of any assignment under

this Agreement, the UNIVERSITY shall conduct a review of the North Carolina State Sex

Offender and Public Protection Registration Program, and the National Sex Offender

Registry. The UNIVERSITY shall prohibit any faculty or STUDENT listed on any of these

registries from being assigned to, or present at, SCHOOL facilities or property in any

capacity.

III. OBLIGATIONS OF THE SCHOOL

1. The SCHOOL shall maintain sole responsibility for the instruction, education and welfare

of its pupils. SCHOOL shall be responsible for providing adequate staffing necessary to

maintain the highest level of quality education for its pupils.

2. The SCHOOL agrees that STUDENTS assigned to it for counseling, administration,

teaching, and/or observation experiences are under the supervision, control, and

responsibility of the SCHOOL.

3. The SCHOOL shall retain the right, in its sole discretion, to request the removal of any

individual from any area of the SCHOOL premises. STUDENTS shall be instructed by the

UNIVERSITY to promptly and without protest leave an area whenever they are requested

to do so by an authorized SCHOOL representative.

4. The SCHOOL shall provide qualified Cooperating Teachers for STUDENTS. Cooperating

Teachers will be resource persons for STUDENTS and UNIVERSITY faculty while at the

SCHOOL. Cooperating Teachers selected by SCHOOL will: a) assist in orienting

STUDENTS to the SCHOOL, the classroom, and the pupils; b) explain all SCHOOL and

district policies, rules, and regulations to STUDENTS; c) provide prompt and substantive

feedback to STUDENTS regarding all performance activities and interactions with

SCHOOL personnel, pupils, and parents; d) complete evaluations of STUDENTS'

progress and submit them to the University Faculty/Site Supervisor, after reviewing them

with the applicable STUDENT; e) immediately inform the University Faculty/Site

Supervisor of any concerns regarding a STUDENT; f) establish a time to meet and discuss

with STUDENTS their activities, impressions, reflections, and suggestions for goals and

areas of improvement; g) (For student teaching) supervise STUDENTS on a daily. Under

no circumstance can a STUDENT, even if he/she is certified, serve as the substitute of

record during the student teaching experience.

5. The SCHOOL shall provide to UNIVERSITY and STUDENTS the policies and procedures

and other relevant materials to allow STUDENTS to function appropriately within the

SCHOOL.

6. STUDENTS assigned to the SCHOOL shall follow the SCHOOL'S protocols for health and

safety. The SCHOOL will provide necessary emergency medical services to STUDENTS.

7. The SCHOOL shall permit STUDENTS access to the library facilities/curriculum

laboratories available to their personnel. STUDENTS may not remove materials from the

SCHOOL without appropriate approval.

8. The SCHOOL shall keep confidential and shall not disclose to any person or entity (a)

STUDENT applications; (b) STUDENT health records or reports; and/or (c) any STUDENT

records as defined in the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g,

concerning any STUDENT participating in the education experiences provided by

SCHOOL, unless such disclosure is authorized by the FERPA or its regulations. SCHOOL

shall adopt and enforce policies and procedures necessary to protect the confidentiality of

STUDENT records as defined herein.

Page 3 of 7

EDUC AFF AGRMT 020608_ rev09232020

9. STUDENTS shall not be considered employees or agents of the SCHOOL.

IV. INDEMNIFICATION

1. To the extent allowed by law, each party (the “Indemnifying Party”) shall indemnify, hold

harmless, and, at the request of the other party, defend the other party (the “Indemnified

Party”) from and against any and all claims, losses, liabilities, costs, and expenses

including reasonable attorney’s fees, established by judgment or alternative resolution

award, arising from (a) any material breach of any provision of this Agreement or (b) the

negligence or willful misconduct in the performance of obligations hereunder by the

Indemnifying Party or any employee, agent, or other representative of the Indemnifying

Party.

2. UNIVERSITY and SCHOOL shall provide prompt notification to one another and, to the

extent allowed by law, shall reasonably cooperate with one another in the defense of, any

lawsuits, claims, or threatened claims that pertain to services provided pursuant to this

Agreement.

V. INSURANCE

1. UNIVERSITY shall maintain, as a minimum, Commercial General Liability Insurance

written on an occurrence basis with insurance companies acceptable to the other party for

limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, as

assurance of its accountability for any such losses, claims, liabilities, or expenses.

2. Upon written request, UNIVERSITY shall provide SCHOOL with a certificate evidencing

such insurance coverage.

3. Insurance required by UNIVERSITY to be maintained hereunder may be provided under:

(a) an individual policy; (b) a blanket policy or policies which may include other liabilities,

properties and locations of UNIVERSITY or its affiliates; (c) a plan of self-insurance,

provided that UNIVERSITY or any guarantor of UNIVERSITY’S obligations under this

Agreement maintains, during the period of such self-insurance, a net worth of at least Fifty

Million Dollars ($50,000,000); or (d) a combination of any of the foregoing insurance

programs.

VI. REPRESENTATIONS AND WARRANTIES

1. Each party to this Agreement represents and warrants that (i) it has the full power and

authority to enter into this Agreement and to carry out the transactions contemplated

hereby applicable to it; and (ii) it has taken all action necessary to authorize the execution,

delivery and performance of this Agreement, and this Agreement has been duly executed

and delivered to such party.

VII. GENERAL PROVISIONS

1. Neither the SCHOOL nor the UNIVERSITY will discriminate against any person because

of race, color, religion, sex, or national origin, nor discriminate against any STUDENT or

student applicant with a disability pursuant to law as set forth in the Americans with

Disabilities Act.

2. Both parties acknowledge that they are bound by the provisions of the Family Educational

Page 4 of 7

EDUC AFF AGRMT 020608_ rev09232020

Rights and Privacy Act (“FERPA”) and all other relevant statutes governing STUDENT

records, both UNIVERSITY STUDENT records and SCHOOL pupil records.

3. This Agreement is not intended and shall not be construed to create the relationship of

agent, servant, employee, partnership, joint venture or association between the

UNIVERSITY and the SCHOOL and their employees, STUDENTS, or agents, but rather is

an Agreement by and among two independent contractors. Each STUDENT is placed with

the SCHOOL in order to receive educational experience as part of the academic

curriculum; duties performed by a STUDENT are not performed as an employee of the

SCHOOL but rather in fulfillment of the academic requirements of the educational

experience and are performed under direct supervision by SCHOOL personnel. Neither

the SCHOOL nor the UNIVERSITY is required to provide workers’ compensation

coverage for the STUDENTS participating in the educational experience. UNIVERSITY

acknowledges that nothing in this Agreement shall be construed to confer any right upon

the UNIVERSITY or UNIVERSITY personnel to participate in, control, or direct operations

at the SCHOOL.

4. In the event the performance of the Agreement by either Party becomes impossible due to

circumstances beyond the control of the Parties, including Force Majeure (as is hereinafter

defined), the time for such performance by either Party or acceptance of services will be

equitably adjusted by allowing additional time for performance or acceptance of services

equal to any periods of Force Majeure or such performance will be excused. “Force

Majeure” shall mean any delays caused by acts of God, riot, war, terrorism, inclement

weather, labor strikes, material shortages and other causes beyond the reasonable control

of either party.

5. The SCHOOL and its employees shall not be entitled to compensation from the

UNIVERSITY for services or actions of benefit to the UNIVERSITY which are part of or

related to the educational program, however, as a professional courtesy, the Cooperating

Teacher may be entitled to payment of the reasonable and customary honorarium or,

alternatively, may at some campuses have the opportunity to enroll in a UNIVERSITY

course upon completion of the supervisory assignment.

6. This Agreement constitutes the entire agreement as to the rights and obligations of the

parties hereto and supersedes all prior and contemporaneous agreements and

undertaking of the parties pertaining to the referenced subject matter.

7. Amendments to this Agreement may be made at any time, provided, however, that any

amendments, modifications or alterations shall be made only in writing and shall become

effective only upon the written approval of both the UNIVERSITY and the SCHOOL.

Further, this Agreement may not be assigned by either party without prior written approval

of the other party.

8. No waiver or breach of any term or provision of this Agreement shall be construed to be,

nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding

unless in writing signed by the party waiving the breach.

9. In the event that any provision of this Agreement shall be held void, voidable, or

unenforceable, the remaining provisions of this Agreement shall remain in full force and

effect in accordance with its terms disregarding such unenforceable or invalid provision.

10. This Agreement is not intended to create any rights or interests for any other person or

entity other than the SCHOOL or the UNIVERSITY.

11. This Agreement will be governed by conflicts of laws principles.

Page 5 of 7

EDUC AFF AGRMT 020608_ rev09232020

VIII. TERM AND NOTICE

1. This Agreement shall become effective on date of last signature and shall remain in

effect until terminated by either party in accordance with this section. Either party may

terminate this Agreement without cause by giving ninety (90) days prior written notice to

the other party of its intention to terminate. Notwithstanding any such termination, all

STUDENTS already enrolled in and participating in education experiences at SCHOOL at

the time of the notice of termination shall be given a period of time not to exceed six (6)

months from the date of the notice of termination during which to complete their education

experiences at SCHOOL. This Agreement is subject to annual approval by

the Wayne County Board of Education.

2. Any notice given under this Agreement may be given by personal delivery, overnight air

express, or certified United States mail, return receipt requested. Notice shall be deemed

to be given either (a) upon actual receipt, if notice is by personal delivery or by overnight

air express; or (b) five (5) business days after mailing, if the notice is by United States

mail, return receipt requested. Notice under this Agreement shall be given in writing to the

parties at the addresses stated below, or to such other persons or places as either party

may from time to time designate by written notice to the other party.

If to the UNIVERSITY: University of Phoenix

College of Education

4025 S. Riverpoint Parkway

Mail Stop CF-K612

Phoenix, AZ 85040

With a copy to: University of Phoenix

Apollo Legal Services

4025 S. Riverpoint Parkway

Mail Stop: AA-F102

Phoenix, AZ 85040

If to the SCHOOL: Wayne County Public Schools

2001 E. Royall Ave.

Goldsboro, NC 27534

Page 6 of 7

EDUC AFF AGRMT 020608_ rev09232020

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first subscribed

above.

UNIVERSITY: SCHOOL:

Signature Signature

Pamela Roggeman

Name Name (Print or Type)

Dean, College of Education

Title Title

602-557-1476

Phone Fax Phone Fax

Pamela.Roggeman@phoenix.edu

E-mail address E-mail address

Date Date

Dec 11, 2020

Page 7 of 7

EDUC AFF AGRMT 020608_ rev09232020

EXHIBIT A

In accordance with Section II, paragraph 8, UNIVERSITY shall compensate the following upon completion

of the STUDENT’s assignment:

Cooperating Teacher $500.00/per student teaching assignment

Faculty/Site Supervisor (if any) $500.00/per student teaching assignment