HomeMy WebLinkAboutDutchess of Doula-Community-Based Doula Program_A-22-457.pdf colj County of Fresno Hall of Records,Room 301
2281 Tulare Street
o Fresno,California
Board of Supervisors 93721-2198
O� psi 0 Telephone:(559)600-3529
FRB`' Minute Order Toll Free: 1-800-742-1011
www.co.fresno.ca.us
October 11, 2022
Present: 4- Supervisor Steve Brandau,Supervisor Nathan Magsig, Supervisor Buddy Mendes, and
Vice Chairman Sal Quintero
Absent: 1 - Chairman Brian Pacheco
Agenda No. 31. Public Health File ID:22-0970
Re: Approve and authorize the Chairman to execute a retroactive Agreement with Dutchess of Doula for a
community-based doula program, effective July 1,2022 through June 30, 2025,total not to exceed
$675,000
APPROVED AS RECOMMENDED
Ayes: 4- Brandau, Magsig, Mendes,and Quintero
Absent: 1 - Pacheco
Agreement No.22-457
County or Fresno Page 31
co
Board Agenda Item 31
0 1s96 0
DATE: October 11, 2022
TO: Board of Supervisors
SUBMITTED BY: David Luchini, RN, PHN, Director, Department of Public Health
SUBJECT: Retroactive Agreement with Dutchess of Doula
RECOMMENDED ACTION(S):
Approve and authorize the Chairman to execute a retroactive Agreement with Dutchess of Doula
for a community-based doula program, effective July 1, 2022 through June 30,2025,total not to
exceed $675,000.
There is no additional Net County Cost associated with the recommended action. Approval of the
recommended action will allow the Department of Public Health (Department)to contract with Dutchess of
Doula to provide doula services to African American pregnant and birthing women in the County of Fresno
and doula training to community members to be trained as doulas and provide doula services. A doula's role
is to provide prenatal, labor and delivery, and postnatal support to pregnant and birthing women.This item is
countywide.
ALTERNATIVE ACTION(S):
There are no viable alternative actions. Should your Board not approve the recommended action, the
Department would be unable to implement a community-based doula program, which is one requirement
under the Perinatal Equity Initiative (PEI)funds that the County received from the California Department of
Public Health (CDPH).The Department would be unable to fulfill the requirements of the funding agreement
with CDPH and would be unable to support services that aim to increase positive health outcomes in
children.The Department would also be unable to cover costs of services already rendered by Dutchess of
Doula in preparation for PEI Doula Program.
RETROACTIVE AGREEMENT:
The recommended agreement is retroactive to July 1, 2022. The Request for Proposal (RFP)#22-054
stated services to start on July 1, 2022. The competitive bidding process was completed in May 2022, which
did not provide sufficient time to prepare, review and bring forward an agreement to your Board. The
agreement was finalized on September 1, 2022.Additionally, Dutchess of Doula adhered to the July 1, 2022
effective date as outlined within the RFP and began to incur costs associated with expanding the business
to provide additional doula services to the County's African American pregnant and birthing women. The
Department requests approval of the recommended retroactive agreement to allow reimbursement of these
costs.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended action. The maximum amount
of the recommended agreement($675,000)will be fully offset by PEI grant provided through CDPH.
County of Fresno Page 1 File Number:22-0970
File Number:22-0970
Sufficient appropriations and estimated revenues are included in the Department's Org 5620 FY 2022-23
Adopted Budget and will be included in future budget requests for the duration of the contract.
DISCUSSION:
Fresno's PEI began in December 2018 when CDPH awarded funding to 13 local county health departments
to support local perinatal equity efforts to fill gaps in current services and develop a collective impact
blueprint to reduce African American infant mortality. The Department has been able to utilize the CDPH
funding to facilitate local Perinatal Health Equity Community Advisory Board efforts to discuss strategies to
reduce African American infant mortality and partner with local community-based organizations to
implement several legislated PEI interventions. One of these PEI interventions is implementing local doula
services and training for community members to provide doula services.
On April 19, 2022, the Department released Request for Proposal (RFP)#22-054 for a qualified vendor to
implement a community-based doula program in partnership with the Department's PEI program. The RFP
closed on May 16, 2022 with one proposal received from Dutchess of Doula. The RFP evaluation team,
comprised of three members: a Health Educator and Division Manager from the Department, and a
Program Specialist from Fresno County Superintendent of Schools, convened on June 1, 2022 and
determined that Dutchess of Doula has the required experience providing doula services in the Central
Valley as well as providing doula training to community members to satisfy the needs of this PEI Doula
Program.
Approval of the recommended Agreement will allow the Department to partner with Dutchess of Doula to
implement a community-based doula program and provide direct doula services to County of Fresno
community members as well as train community members as doulas. Doula services will include support
throughout the duration of the women's pregnancy, labor, delivery, and postnatal stages, including referrals
and support with Black Infant Health programs.
ATTACHMENTS INCLUDED AND/OR ON FILE:
On file with Clerk-Agreement with Dutchess of Doula
CAO ANALYST:
Ronald Alexander
County of Fresno page 2 File Number:22-0970
Agreement No. 22-457
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated October 11, 2022 and is between
3 Dutchess of Doula LLC, a Delaware limited liability corporation ("Contractor"), and the County of
4 Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. The Perinatal Equity Initiative (PEI) was enacted by the State of California in June 2018,
7 prompted by the high prevalence of premature births, low birth weights, Sudden Unexpected
8 Infant Death/Sudden Infant Death Syndrome (SUID/SIDS), and infant mortality in Black infants.
9 Funding for PEI programs has been provided routinely by the California Department of
10 Public Health (CDPH) to County for ongoing support of PEI programs through County's
11 Department of Public Health (DPH).
12 B. County, through its Department of Public Health (DPH), Perinatal Equity Initiative
13 program, desires to implement a doula training and service program in Fresno County.
14 C. County, through its DPH, is in need of a qualified vendor to recruit and train community
15 members to become doulas and provide doula services to pregnant Black mothers in Fresno
16 County, including support through-out the duration of the women's pregnancy, labor, delivery,
17 and postnatal stages.
18 D. On April 19, 2022, RFP 22-054 was released through Fresno County Public Purchase
19 requesting proposals from qualified vendors to operate a community-based PEI Doula program
20 to provide doula services as well as training for community members to become doulas. This
21 RFP closed on May 16, 2022, and the proposal submitted by Contractor was the sole bid.
22 Contractor was deemed to have the experience, ability, facilities, equipment, and personnel
23 skilled in the provision of doula training and doula services to be able to satisfy County's intent
24 of this project.
25 The parties therefore agree as follows:
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1 Article 1
2 Contractor's Services
3 1.1 Scope of Services. The Contractor shall perform all of the services provided in
4 Exhibit A to this Agreement, titled "Scope of Services."
5 Contractor shall also perform all services and fulfill all responsibilities as specified in
6 County's Request for Proposal (RFP) No. 22-054 dated April 19, 2022, and Contractor's
7 response to said RFP dated May 9, 2022, all incorporated herein by reference and made part of
8 this Agreement. In the event of any inconstancy among these documents, the inconsistency
9 shall be resolved by giving precedence in the following order of priority: 1) to this Agreement,
10 including all Exhibits; 2)to the RFP, and 3) to the Contractor's response to the RFP. A copy of
11 the County's RFP No. 22-054 and Contractor's response to the RFP shall be retained and made
12 available during the term of this Agreement by County's DPH Public Health Nursing Division.
13 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
14 able to perform all of the services provided in this Agreement.
15 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
16 applicable federal, state, and local laws and regulations in the performance of its obligations
17 under this Agreement, including but not limited to workers compensation, labor, and
18 confidentiality laws and regulations.
19 Article 2
20 Compensation, Invoices, and Payments
21 2.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
22 the performance of its services under this Agreement as described in Exhibit B to this
23 Agreement, titled "Compensation."
24 2.2 Maximum Compensation. The maximum compensation payable to the Contractor
25 under this Agreement is Six-Hundred Seventy-Five Thousand and No/100 Dollars (675,000.00).
26 The maximum compensation payable to the Contractor under this Agreement for the
27 period July 1, 2022 through June 30, 2023 shall not exceed Two Hundred Twenty-Five
28 Thousand and No/100 Dollars ($225,000.00).
2
1 The maximum compensation payable to the Contractor under this Agreement for the
2 period July 1, 2023 through June 30, 2024 shall not exceed Two-Hundred Twenty-Five and
3 No/100 Dollars ($225,000.00).
4 The maximum compensation payable to the Contractor under this Agreement or the
5 Period July 1, 2024 through June 30, 2025 shall not exceed Two-Hundred Twenty-Five and
6 No/100 Dollars ($225,000.00).
7 The Contractor acknowledges that the County is a local government entity, and does
8 so with notice that the County's powers are limited by the California Constitution and by State
9 law, and with notice that the Contractor may receive compensation under this Agreement only
10 for services performed according to the terms of this Agreement and while this Agreement is in
11 effect, and subject to the maximum amount payable under this section. The Contractor further
12 acknowledges that County employees have no authority to pay the Contractor except as
13 expressly provided in this Agreement.
14 2.3 Advance Payment Contractor may request an advance payment of up to 25% of the
15 annual compensation for the first year of this Agreement. Contractor shall reconcile the advance
16 payment with full, appropriate supporting documentation for all expenses incurred. The Director
17 of his or her designee may make a determination of an appropriate date of reconciling the main
18 advance payment funds. If the reconciliation finds errors on behalf on the Contractor, the
19 Contractor shall have thirty (30) days to cure reconciliation errors. If such errors persist, the
20 Contractor shall promptly refund all advanced monies upon demand.
21 2.4 Invoices. The Contractor shall submit monthly invoices to County of Fresno
22 Department of Public Health, Public Health Nursing Division, P.O. Box 11867, Fresno, CA
23 93755, Attention: Division Manager at DPHBOAP@fresnocountyca.go. The Contractor shall
24 submit each invoice within 30 days after the month in which the Contractor performs services
25 and in any case within 45 days after the end of the term or termination of this Agreement.
26 2.5 Payment. The County shall pay each correctly completed and timely submitted
27 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
28 address specified in the invoice.
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1 2.6 Funding. Funding for these services is provided by the California Department of
2 Public Health, Perinatal Equity Initiative, through State General Funds that have been
3 authorized through the State of California Health and Safety Code, Section 123260.
4 2.7 Incidental Expenses. The Contractor is solely responsible for all of its costs and
5 expenses that are not specified as payable by the County under this Agreement.
6 Article 3
7 Term of Agreement
8 3.1 Term. This Agreement is effective on July 1, 2022 and terminates on June 30, 2025
9 except as provided in Article 5, "Termination and Suspension," below.
10 Article 4
11 Notices
12 4.1 Contact Information. The persons and their addresses having authority to give and
13 receive notices provided for or permitted under this Agreement include the following:
14
For the County:
15 Director, Department of Public Health
County of Fresno
16 PO Box 11867
Fresno, CA 93775
17
For the Contractor:
18 Dutchess of Doula
Attn: Joytonia Jackson
19 2050 Franklin Way
Hanford, CA 93230
20 dutchessofdoula@gmail.com
21 4.2 Change of Contact Information. Either party may change the information in section
22 4.1 by giving notice as provided in section 4.3.
23 4.3 Method of Delivery. Each notice between the County and the Contractor provided
24 for or permitted under this Agreement must be in writing, state that it is a notice provided under
25 this Agreement, and be delivered either by personal service, by first-class United States mail, by
26 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
27 Document Format (PDF) document attached to an email.
28 (A) A notice delivered by personal service is effective upon service to the recipient.
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1 (B) A notice delivered by first-class United States mail is effective three County
2 business days after deposit in the United States mail, postage prepaid, addressed to the
3 recipient.
4 (C)A notice delivered by an overnight commercial courier service is effective one
5 County business day after deposit with the overnight commercial courier service,
6 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
7 the recipient.
8 (D)A notice delivered by telephonic facsimile transmission or by PDF document
9 attached to an email is effective when transmission to the recipient is completed (but, if
10 such transmission is completed outside of County business hours, then such delivery is
11 deemed to be effective at the next beginning of a County business day), provided that
12 the sender maintains a machine record of the completed transmission.
13 4.4 Claims Presentation. For all claims arising from or related to this Agreement,
14 nothing in this Agreement establishes, waives, or modifies any claims presentation
15 requirements or procedures provided by law, including the Government Claims Act(Division 3.6
16 of Title 1 of the Government Code, beginning with section 810).
17 Article 5
18 Termination and Suspension
19 5.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
20 contingent on the approval of funds by the appropriating government agency. If sufficient funds
21 are not allocated, then the County, upon at least 30 days' advance written notice to the
22 Contractor, may:
23 (A) Modify the services provided by the Contractor under this Agreement; or
24 (B) Terminate this Agreement.
25 5.2 Termination for Breach.
26 (A) Upon determining that a breach (as defined in paragraph (C) below) has
27 occurred, the County may give written notice of the breach to the Contractor. The written
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1 notice may suspend performance under this Agreement, and must provide at least 30
2 days for the Contractor to cure the breach.
3 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
4 time stated in the written notice, the County may terminate this Agreement immediately.
5 (C) For purposes of this section, a breach occurs when, in the determination of the
6 County, the Contractor has:
7 (1) Obtained or used funds illegally or improperly;
8 (2) Failed to comply with any part of this Agreement;
9 (3) Submitted a substantially incorrect or incomplete report to the County; or
10 (4) Improperly performed any of its obligations under this Agreement.
11 5.3 Termination without Cause. In circumstances other than those set forth above, the
12 County may terminate this Agreement by giving at least 30 days advance written notice to the
13 Contractor.
14 5.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
15 under this Article 5 is without penalty to or further obligation of the County.
16 5.5 County's Rights upon Termination. Upon termination for breach under this Article
17 5, the County may demand repayment by the Contractor of any monies disbursed to the
18 Contractor under this Agreement that, in the County's sole judgment, were not expended in
19 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
20 demand. This section survives the termination of this Agreement.
21 Article 6
22 Independent Contractor
23 6.1 Status. In performing under this Agreement, the Contractor, including its officers,
24 agents, employees, and volunteers, is at all times acting and performing as an independent
25 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
26 venturer, partner, or associate of the County.
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1 6.2 Verifying Performance. The County has no right to control, supervise, or direct the
2 manner or method of the Contractor's performance under this Agreement, but the County may
3 verify that the Contractor is performing according to the terms of this Agreement.
4 6.3 Benefits. Because of its status as an independent contractor, the Contractor has no
5 right to employment rights or benefits available to County employees. The Contractor is solely
6 responsible for providing to its own employees all employee benefits required by law. The
7 Contractor shall save the County harmless from all matters relating to the payment of
8 Contractor's employees, including compliance with Social Security withholding and all related
9 regulations.
10 6.4 Services to Others. The parties acknowledge that, during the term of this
11 Agreement, the Contractor may provide services to others unrelated to the County.
12 Article 7
13 Indemnity and Defense
14 7.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
15 County (including its officers, agents, employees, and volunteers) against all claims, demands,
16 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
17 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
18 the performance or failure to perform by the Contractor (or any of its officers, agents,
19 subcontractors, or employees) under this Agreement. The County may conduct or participate in
20 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
21 defend the County.
22 7.2 Survival. This Article 7 survives the termination of this Agreement.
23 Article 8
24 Insurance
25 8.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
26 Agreement.
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1 Article 9
2 Inspections, Audits, and Public Records
3 9.1 Inspection of Documents. The Contractor shall make available to the County, and
4 the County may examine at any time during business hours and as often as the County deems
5 necessary, all of the Contractor's records and data with respect to the matters covered by this
6 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
7 request by the County, permit the County to audit and inspect all of such records and data to
8 ensure the Contractor's compliance with the terms of this Agreement.
9 9.2 State Audit Requirements. If the compensation to be paid by the County under this
10 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
11 California State Auditor, as provided in Government Code section 8546.7, for a period of three
12 years after final payment under this Agreement. This section survives the termination of this
13 Agreement.
14 9.3 Public Records. The County is not limited in any manner with respect to its public
15 disclosure of this Agreement or any record or data that the Contractor may provide to the
16 County. The County's public disclosure of this Agreement or any record or data that the
17 Contractor may provide to the County may include but is not limited to the following:
18 (A) The County may voluntarily, or upon request by any member of the public or
19 governmental agency, disclose this Agreement to the public or such governmental
20 agency.
21 (B) The County may voluntarily, or upon request by any member of the public or
22 governmental agency, disclose to the public or such governmental agency any record or
23 data that the Contractor may provide to the County, unless such disclosure is prohibited
24 by court order.
25 (C)This Agreement, and any record or data that the Contractor may provide to the
26 County, is subject to public disclosure under the Ralph M. Brown Act (California
27 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
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1 (D)This Agreement, and any record or data that the Contractor may provide to the
2 County, is subject to public disclosure as a public record under the California Public
3 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
4 with section 6250) ("CPRA").
5 (E) This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure as information concerning the conduct of the
7 people's business of the State of California under California Constitution, Article 1,
8 section 3, subdivision (b).
9 (F) Any marking of confidentiality or restricted access upon or otherwise made with
10 respect to any record or data that the Contractor may provide to the County shall be
11 disregarded and have no effect on the County's right or duty to disclose to the public or
12 governmental agency any such record or data.
13 9.4 Public Records Act Requests. If the County receives a written or oral request
14 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
15 and which the County has a right, under any provision of this Agreement or applicable law, to
16 possess or control, then the County may demand, in writing, that the Contractor deliver to the
17 County, for purposes of public disclosure, the requested records that may be in the possession
18 or control of the Contractor. Within five business days after the County's demand, the
19 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
20 possession or control, together with a written statement that the Contractor, after conducting a
21 diligent search, has produced all requested records that are in the Contractor's possession or
22 control, or (b) provide to the County a written statement that the Contractor, after conducting a
23 diligent search, does not possess or control any of the requested records. The Contractor shall
24 cooperate with the County with respect to any County demand for such records. If the
25 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
26 CPRA or other applicable law, it must deliver the record or data to the County and assert the
27 exemption by citation to specific legal authority within the written statement that it provides to
28 the County under this section. The Contractor's assertion of any exemption from disclosure is
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1 not binding on the County, but the County will give at least 10 days' advance written notice to
2 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
3 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
4 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
5 failure to produce any such records, or failure to cooperate with the County with respect to any
6 County demand for any such records.
7 Article 10
8 Federal and State Laws
9 10.1 Health Insurance Portability and Accountability Act. The Parties to this
10 Agreement shall be in strict conformance with all applicable Federal and State of California laws
11 and regulations, including but not limited to Sections 5328, 10850, and 14100 et seq. of the
12 Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42, Code of Federal
13 Regulations (CFR), Section 56 et seq. of the California Civil Code and the Health Insurance
14 Portability and Accountability Act (HIPAA), including but not limited to Section 1320 D et seq. of
15 Title 42, United States Code (USC) and its implementing regulations, including, but not limited
16 to Title 45, CFR, Sections 142, 160, 162, and 164, The Health Information Technology for
17 Economic and Clinical Health Act (HITECH) regarding the confidentiality and security of patient
18 information, and the Genetic Information nondiscrimination Act (GINA) of 2008 regarding the
19 confidentiality of genetic information.
20 Except as otherwise provided in this Agreement, CONTRACTOR, as a Business
21 Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform
22 functions, activities or services for or on behalf of COUNTY, as specified in this Agreement,
23 provided that such use or disclosure shall not violate the Health Insurance Portability and
24 Accountability Act (HIPAA), USC 1320d et seq. The uses and disclosures of PHI may not be
25 more expansive than those applicable to COUNTY, as the "Covered Entity" under the HIPAA
26 Privacy Rule (45 CFR 164.500 et seq.), except as authorized for management, administrative or
27 legal responsibilities of the Business Associate.
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1 Article 11
2 Disclosure of Self-Dealing Transactions
3 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
4 or changes its status to operate as a corporation.
5 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
6 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
7 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
8 the County before commencing the transaction or immediately after.
9 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
10 a party and in which one or more of its directors, as an individual, has a material financial
11 interest.
12 Article 12
13 General Terms
14 12.1 Modification. Except as provided in Article 5, "Termination and Suspension," this
15 Agreement may not be modified, and no waiver is effective, except by written agreement signed
16 by both parties. The Contractor acknowledges that County employees have no authority to
17 modify this Agreement except as expressly provided in this Agreement.
18 Notwithstanding the above, changes to line items in the budget set forth in Exhibit B
19 that do not exceed ten percent (10%) of the maximum compensation payable to the Contractor,
20 may be made with the written approval of County's DPH Director, or designee. The budget line-
21 item changes shall not result in any change to the maximum compensation amount payable to
22 Contractor, as stated herein.
23 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
24 under this Agreement without the prior written consent of the other party.
25 12.3 Governing Law. The laws of the State of California govern all matters arising from
26 or related to this Agreement.
27 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
28 County, California. Contractor consents to California jurisdiction for actions arising from or
11
1 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
2 brought and maintained in Fresno County.
3 12.5 Construction. The final form of this Agreement is the result of the parties' combined
4 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
5 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
6 against either party.
7 12.6 Days. Unless otherwise specified, "days" means calendar days.
8 12.7 Headings. The headings and section titles in this Agreement are for convenience
9 only and are not part of this Agreement.
10 12.8 Severability. If anything in this Agreement is found by a court of competent
11 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
12 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
13 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
14 intent.
15 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
16 not unlawfully discriminate against any employee or applicant for employment, or recipient of
17 services, because of race, religious creed, color, national origin, ancestry, physical disability,
18 mental disability, medical condition, genetic information, marital status, sex, gender, gender
19 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
20 all applicable State of California and federal statutes and regulation.
21 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
22 of the Contractor under this Agreement on any one or more occasions is not a waiver of
23 performance of any continuing or other obligation of the Contractor and does not prohibit
24 enforcement by the County of any obligation on any other occasion.
25 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
26 between the Contractor and the County with respect to the subject matter of this Agreement,
27 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
28 publications, and understandings of any nature unless those things are expressly included in
12
1 this Agreement. If there is any inconsistency between the terms of this Agreement without its
2 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
3 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
4 exhibits.
5 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
6 create any rights or obligations for any person or entity except for the parties.
7 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
8 (A) The Contractor is duly authorized and empowered to sign and perform its
9 obligations under this Agreement.
10 (B) The individual signing this Agreement on behalf of the Contractor is duly
11 authorized to do so and his or her signature on this Agreement legally binds the
12 Contractor to the terms of this Agreement.
13 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
14 electronic signature as provided in this section.
15 (A) An "electronic signature" means any symbol or process intended by an individual
16 signing this Agreement to represent their signature, including but not limited to (1) a
17 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
18 electronically scanned and transmitted (for example by PDF document) version of an
19 original handwritten signature.
20 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
21 equivalent to a valid original handwritten signature of the person signing this Agreement
22 for all purposes, including but not limited to evidentiary proof in any administrative or
23 judicial proceeding, and (2) has the same force and effect as the valid original
24 handwritten signature of that person.
25 (C)The provisions of this section satisfy the requirements of Civil Code section
26 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
27 Part 2, Title 2.5, beginning with section 1633.1).
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1 (D) Each party using a digital signature represents that it has undertaken and
2 satisfied the requirements of Government Code section 16.5, subdivision (a),
3 paragraphs (1) through (5), and agrees that each other party may rely upon that
4 representation.
5 (E) This Agreement is not conditioned upon the parties conducting the transactions
6 under it by electronic means and either party may sign this Agreement with an original
7 handwritten signature.
8 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
9 original, and all of which together constitute this Agreement.
10 [SIGNATURE PAGE FOLLOWS]
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I The parties are signing this Agreement on the date stated in the introductory clause.
2
Dutchess of Doula COUNTY OF FRESNO
3
4 �..�KL
5 Joyto 'a Jackso / ner Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
6 2050 Franklin Way
Hanford, CA 93230 Attest:
7 Bernice Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By:
10 Deputy
11 For accounting use only:
12 Org No.: 56201715
Account No.: 7295
13 Fund No.: 0001
Subclass No.:10000
14
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28
15
Exhibit A
1 Scope of Services
2 Intervention Specific Activities Program Program
3 Category Deliverables Outcomes
4 Collaboration/ Identify, partner, and An annual, one- Increase in
Coordination collaborate with other page progress community
5 activities community-based report that awareness,
organizations/agencies serving describes the knowledge, and
6 black birthing mothers and their type of support for
7 families in the community with collaboration and community-based
the aim of leveraging resources the benefits or doula program in
8 and services and building on challenges faced Fresno County.
9 assets to support the needs of
Black birthing women.
10 Collaboration activity can be in
11 the form of phone and email
conversations or online
12 research.
13 Participate in quarterly A copy of agenda
Community Advisory Board and sign-in sheet
14 (CAB) meetings and other of quarterly CAB
program related meetings and meetings or other
15 provide input on how to relevant meetings
16 improve the program. attended on file
17 Meet quarterly with the A copy of agenda
18 Department's Perinatal Equity for 1:1 meeting
Initiative (PEI) coordinator to on file.
19 discuss progress and challenges
20 the program is facing.
21 Hiring, training Subcontracting Agency (SA) to To establish an
22 and evaluation hire an experienced Doula that effective hiring
of Doula possess core competencies and process to generate
23 Manager/ preferably with managerial viable/right
24 Supervisor skills. This Doula will serve as a candidates for the
Doula Supervisor (DS) Doula
25 Manager/Supervisor.
26 The (DS) will receive training on To build a more
27 RBA and Compyle software, and committed and
other continual educational productive workforce
28 opportunities designed to by investing
A-1
Exhibit A
1 enhance cultural sensitivity and meaningfully in
2 improve Doula service delivery. employees through
SA should implement conduct trainings and
3 staff probationary period and performance
4 provide annual performance evaluation
evaluations of hired Doula staff,
5 at a minimum.
6 Engaging, SA will work with the PEI A copy of a To increase Doula
7 recruiting, and coordinator and PEI CAB to comprehensive workforce in the Black
training local identify a Doula training model culturally community and
$ community and curriculum that can be appropriate increase access to
g members as implemented in Fresno County. training culturally competent
doulas curriculum on file Doula services for
10 SA will hire an experienced Black birthing
11 Doula trainer to administer the mothers and their
curriculum. This Doula must families
12 demonstrate extensive in the Black
13 experience in training and community.
coaching Doulas. Preferably,
14 this Doula must be from the
15 Black community and have a
true understanding of the birth
16 disparities facing the Black
17 community.
18 The SA will work with the Doula
trainer to develop a job
19 announcement that captures a
20 detailed description of the
demands and benefits of the
21 Doula work.
22
SA will engage with the Black
23 community and promote the
24 doula training program by
posting the job announcement
25 in the Black community.
26. SA will develop a recruitment
27 and enrollment process to
enroll at least 12 Black
28 community members to train as
Doulas. The Subcontracting
A-2
Exhibit A
1 agency must outline in detail
2 the recruitment/enrollment
criteria they will use to identify
3 potential candidates for the
Doula training program. The
4 outline should also indicate how
5 they plan on reducing retention
of enrolled candidates.
6
7
At least 4 outstanding Doula
8 trainees will be hired by the SA
9 to provide direct services to
Black birthing mothers in
10 Fresno County. These Doula
11 trainees will work directly under
the Doula supervisor. The Doula
12 Supervisor will serve as a
13 mentor to the Doula trainees
14 SA will provide the hired Doulas
trainees with on-going
15 educational opportunities
16 designed to enhance the Doula
profession. Educational
17 opportunities may include
18 cultural sensitivity training and
HIPAA training
19
20 Program SA will plan and execute A log indicating To establish an
outreach and different outreach activities date, number of effective program
21 enrollment of that targets Black birthing people and promotion process
22 qualified black women and their families. information and a rigorous
birthing Outreach activities should be provided during process in recruiting
23 women extended, but not limited, to: outreach and enrolling program
• Mothers enrolled in the activities. participants
24 Black Infant Health
Z5 Program
• Black clients enrolled in
26 other DPH home
27 visitation programs
• Provider offices, clinics,
28 and hospitals
A-3
Exhibit A
1 Known spaces/events
2 where Black women
congregate including
3 schools, beauty shops,
4 churches, and shopping
centers
5
Doula Direct Doula trainees hired will work Birth plan To reduce negative
6 Client closely with the Doula documented in birth outcomes for
7 Services/Suppo Supervisor to provide prenatal, database enrolled Black
rt labor/delivery, and postnatal birthing mothers.
8 support and services to Log indicating
9 expectant Black mothers and date and outcome
their families in Fresno. of all activities,
10 home visit and
11 Prenatal support/services encounter with
This may include but not limited expectant mother
12 to attending prenatal exams and family
13 with mother; assisting mother
and family members navigating
14 healthcare system
15 (understanding how to
overcome barriers to care
16 regarding insurance ; accessing
resources/benefits offered by
17 health plans, assisting mother
18 to develop a birth plan
19 Labor and delivery support
20 services
This may include assisting
21 birthing mothers to practice
22 relaxing and breathing
techniques, offering comforting
23 services like massage, and
assisting with labor positions.
24 Doula to work with hospital
25 staff and observe all Covid-19
26 protocols
27 Postnatal support/services
This may include but not limited
28 to doing light housework,
making meals, promoting self-
A-4
Exhibit A
1 care, providing breastfeeding
2 support and tips, providing safe
sleep information.
3 Data Doula Training Component To establish a robust
4 collection, To measure the effectives of method of collecting
Data entry and the Doula training program a and utilizing data to
5 Program pre and post training survey will monitor program
evaluation be completed by all Doula achievements
6 trainees. The Doula trainer will
7 work closely with the Doula
supervisor and PEI coordinator
8 to develop or adapt an existing
9 pre/post training survey.
10 The pretraining survey will have
11 questions that measure prior
knowledge and expectations of
12 the Doula work. Post training
13 survey should capture
knowledge gained and how
14 satisfied trainees are with the
15 training
16 Doula Direct Service Delivery
The doula supervisor will work
17 with PEI Coordinator to develop
18 or adapt existing tools:
19 1. Client intake form:
20 This form should capture
information such as:
21 demographics of clients,
22 general health information,
previous/current pregnancy
23 information, birth wishes
24 2. Social needs screening
25 tool
This tool should be designed to
26 identify the client's unique
27 needs and appropriate referrals
should be made based on the
28 needs of the clients identified.
A-5
Exhibit A
1 3. Client satisfaction
2 survey
This survey will be designed to
3 capture data on the Doula
Initiative Performance
4 Measures provided by the
5 FCDPH.
6 Intake forms and the social
7 needs screening tool will need
to be completed for every client
8 prior to receiving services. All
9 clients that have received
services will be expected to
10 complete the client satisfaction
11 survey.
12 The Doula staff(Doula
13 supervisor and at least four
Doula trainees) will be
14 responsible with collecting and
entering data periodically into
15 Compyle
16
** FCDPH will arrange for all
17 Doula Initiative staff to receive
18 training on Compyle and RBA.
19
20 Media Promote the Fresno Voices To increase
activities Campaign amongst clients and community
21 encourage clients to share awareness and
22 campaign information/activities knowledge about
with their social networks issues surrounding
23 disparities in birth
Work with the PEI coordinator outcomes among
24 to write an op-ed on topics such Black women.
25 as: Impact of Doula work on
Healthy Birth Outcomes. Op-ed To increase
26 may should be scheduled community
27 around Infant Mortality knowledge and
awareness month. awareness of the
28 important role of
Doulas
A-6
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Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
C-2
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Molestation Liability. Sexual abuse/ molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1)the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
D-1
Exhibit D
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under,this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
D-2
Exhibit D
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
D-3