HomeMy WebLinkAbout27753DATE: 3/6/15
Contract No.:
Contract Title:
Contract Period:
Using Agencies:
Terms:
P-15-078-L
Baby Friendly Facilitator,
Consultation & Training
Services
2/1/2015 -6/30/2017
Public Health
Total Contract Amt.: $65,125.00 ~~~----------------
Buyer Name: Carolyn Flores
Requisition No: _5_62_1_5_00_6_66 ____________ __
[!]NEW .______,I RENEWAL
[!] TICKDATE 4/1/17
Vendor Number: 0000273208
Name/Address:
Carol L. Melcher
234 S. Eureka St
Redlands, CA 92373
Representative:
Phone No.:
Email:
Org: 56201706
Supersedes: P-12-221-H -----------------------------
.__ _ _.I ADJUSTMENT I REFERENCE '------'
DESCRIPTION: Provide consultation to County staff and consultation training for leadership and staff of birthing hospitals
SPECIAL INSTRUCTIONS:
DISTRIBUTION: Completed By: Date: Completed By: Date
DEPARTMENT: DPH Purchasing X __ _
REQUISITIONER: Roberta Bynum X __ _
Aphivanh Xayavath X __ _
Delia Rendon-Ruiz X __ _
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
r-ts--078-L-
AGREEMENT~
THIS AGREEMENT is made and entered into this f.t; day of/!]~15, by and between
the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to
as "COUNTY", and CAROL LOPEZ MELCHER, R.N., B.S., M.P.H., DBA Carol Melcher
Consulting, a Sole Proprietorship, whose address is 234 South Eureka Street, Redlands, California,
92373, hereinafter referred to as "CONTRACTOR".
WI TN E S S E T H:
WHEREAS, COUNTY, seeks to improve the health of all Fresno County residents, including
pregnant and parenting mothers and their newborn infants, through increasing the rate of breastfeeding
within the County of Fresno; and
WHEREAS, COUNTY, is in need of facilitation to achieve Baby-friendly Hospital designation
or equivalent for three (3) major delivery hospitals, Adventist Medical Center Reedley (372 W.
Cypress Ave., Fresno, CA 93654), Community Regional Medical Center (2823 Fresno St., Fresno, CA
93721) and Saint Agnes Medical Center (1303E. Herndon Ave., Fresno, CA 93720) (collectively
referred to as "Hospitals" or "Hospital", individually) within the County, to improve the health of
infants and mothers by reducing illness through identifying and addressing current breastfeeding
related policy and practice gaps; and
WHEREAS, CONTRACTOR, has assisted many California delivery hospitals with achieving
Baby-Friendly Hospital designation; and
WHEREAS, CONTRACTOR, is qualified and willing to provide such services for COUNTY
pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
hereto agree as follows:
1. CONTRACTOR RESPONSIBILITIES
A. CONTRACTOR shall utilize approved tools in providing technical assistance
2 6 and consultation to staff and representatives of the Hospitals in pursuing Baby-Friendly Hospital
2 7 Designation or the equivalent; the long-term impact of which will be to achieve an increase in
2 8 breastfeeding rates. Each 8 hour in-person consultation with CONTRACTOR will include, at no extra
- 1 -COUNTY OF FRESNO
Fresno, CA
1 charge, 3 hours of consultation for preparation and travel expenses, as indicated in Section 4, herein.
2 Deliverables will be a binder of tools utilized, due June 30, 2015.
3 B. CONTRACTOR shall assist in creating and maintaining a Baby-Friendly
4 Hospital Multi-Disciplinary Team at the Hospitals. In-person consultation, at a rate of $2,500.00 per
5 each 8-hour day, will be provided for at each Hospital for creating and maintaining the Baby-Friendly
6 Hospital Multi-Disciplinary Team. Each 8-hour in-person consultation with CONTRACTOR will
7 include, at no extra expense, 3-hours of phone consultation for preparation and travel expenses, as
8 indicated in Section 4, herein. Deliverables will be a list of team members for each hospital and an
9 estimated timeline for each team to move forward in pursuing the services described in paragraphs C
10 and D below, due June 30, 2015.
11 c. CONTRACTOR shall develop a Baby-Friendly Hospital specific work plan in
12 coordination with each hospital's Baby-Friendly Hospital Multi-Disciplinary Team and DPH staff. In-
13 person consultation, at a rate of $2,500.00 per each 8-hour day will be provided for at each Hospital
14 for developing a Baby-Friendly Hospital specific work plan. Each 8-hour in-person consultation with
15 CONTRACTOR will include, at no extra expense, 3-hours of phone consultation for preparation and
1 6 travel expenses, as indicated in Section 4, herein. Deliverables will include a work plan for each
17 hospital, due June 30, 2015.
18 D. CONTRACTOR shall facilitate identification of current breastfeeding related
19 training/policy gaps at the administrative, staff and patient levels and the development of each
2 0 Hospital specific short and long-term plans to address these gaps and a data collection plan. Sixteen
21 (16) hours in-person consultation with CONTRACTOR, at a rate of$2,500.00 per 8-hour day, shall be
2 2 devoted to facilitating and developing those short and long term plans to address the gaps and a data
2 3 collection plan. Each 8-hour in-person consultation with CONTRACTOR will include, at no extra
2 4 expense, 3-hours of phone consultation for preparation and travel expenses, as indicated in Section 4,
2 5 herein. For this item, 5 additional hours of phone consultation may be provided, at a rate of $100.00
2 6 per hour. Deliverables will include a training plan, and a data collection plan, due June 30, 2015.
27 E. CONTRACTOR shall obtain express, written consent from the COUNTY's
2 8 Public Health Nursing Division Manager or his/her designee, prior to posting sample materials
- 2 -COUNTY OF FRESNO
Fresno, CA
1 generated in conjunction with activities and events provided for in this Agreement on the
2 CONTRACTOR' s website. Five (5) hours of phone consultation will be provided at a rate of $100.00
3 per hour. Deliverables will include copies of all pre-approved materials. It is estimated that at least
4 one final summary of activities will be posted and another one to two highlights of lessons learned or
5 tools developed will be posted throughout the process, due June 30, 2015.
6 2. TERM
7 This Agreement shall become effective retroactive to the 151 day ofFebruary, 2015 and
8 shall terminate on the 30111 day of June, 2015.
9 This Agreement shall automatically be extended on the 151 day of July, 2015 for two (2)
10 additional twelve (12) month periods upon the same terms and conditions herein set forth, unless
11 written notice of nonrenewal is given by either CONTRACTOR or COUNTY or COUNTY's DPH
12 Director, or his/her designee, not later than thirty (30) days prior to the close of the current Agreement
13 term.
14 3. TERMINATION
15 A. Non-Allocation of Funds-The terms ofthis Agreement, and the services to be
16 provided thereunder, are contingent on the approval of funds by the appropriating govermnent agency.
1 7 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
18 terminated at any time by giving CONTRACTOR thirty (30) days advance written notice.
19 B. Breach of Contract -COUNTY may immediately suspend or terminate this
2 0 Agreement in whole or in part, where in the determination of COUNTY there is:
2 1 1) An illegal or improper use of funds;
2 2 2) A failure to comply with any term of this Agreement;
2 3 3) A substantially incorrect or incomplete report submitted to COUNTY;
2 4 4) Improperly performed service.
2 5 In no event shall any payment by COUNTY constitute a waiver by COUNTY of any
2 6 breach of this Agreement or any default which may then exist on the part of CONTRACTOR. Neither
2 7 shall such payment impair or prejudice any remedy available to COUNTY with respect to the breach
2 8 or default. COUNTY shall have the right to demand of CONTRACTOR the repayment to COUNTY
- 3 -COUNTY OF FRESNO
Fresno, CA
1 of any funds disbursed to CONTRACTOR under this Agreement, which in the judgment of COUNTY
2 were not expended in accordance with the terms of this Agreement. CONTRACTOR shall promptly
3 refund any such funds upon demand or, at COUNTY's option, such repayment shall be deducted from
4 future payments owing to CONTRACTOR under this Agreement.
5 C. Without Cause -Under circumstances other than those set forth above, this
6 Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice
7 of an intention to terminate to CONTRACTOR.
8 4. COMPENSATION
9 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
10 compensation at the rate of $2,500.00 per day for site visits and/or $100.00 per hour for telephone
11 consultation and materials review, as more specifically stated in Section 1 (CONTRACTOR
12 RESPONSIBILITIES) of this Agreement. COUNTY shall pay CONTRACTOR a total not to exceed
13 Fifteen Thousand One Hundred Twenty-Five, and No/100 Dollars ($15,125.00) during the initial term
14 of this Agreement retroactively effective February 1, 2015 through June 30,2015. In no event shall all
15 actual services provided under this Agreement be in excess of Twenty-Five Thousand, and No/100
16 Dollars ($25,000.00) for each subsequent twelve (12) month extension period ofthis Agreement.
1 7 Compensation shall not be provided for the services identified in Section 1, paragraphs
18 A through E, herein, noted "at no extra expense", which includes 3 hours of phone consultation for
19 preparation and travel expenses for each 8 hour in-person consultation conducted by CONTRACTOR,
2 0 herein. Payments by COUNTY shall be in arrears, for services provided during the preceding month,
21 within forty-five ( 45) days after receipt and verification of CONTRACTOR's invoices by COUNTY's
22 Department of Public Health. If CONTRACTOR should fail to comply with any provision ofthis
2 3 Agreement, COUNTY shall be relieved of its obligation for further compensation.
24 5. INVOICING
2 5 CONTRACTOR shall invoice COUNTY monthly, in duplicate, addressed to the County
2 6 of Fresno, Department of Public Health, Public Health Nursing Division, P.O. Box. 11867, Fresno,
2 7 CA 93775, Attention: Public Health Nursing Division Manager.
28
- 4 -COUNTY OF FRESNO
Fresno, CA
1 CONTRACTOR shall include the following information on the invoices: meeting dates,
2 hours billed and contract number.
3 6. INDEPENDENT CONTRACTOR
4 In performance of the work, duties, and obligations assumed by CONTRACTOR under
5 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
6 CONTRACTOR's officers, agents, and employees will at all times be acting and performing as an
7 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
8 employee, joint venturer, partner, or associate ofthe COUNTY. Furthermore, COUNTY shall have
9 no right to control or supervise or direct the manner or method by which CONTRACTOR shall
1 0 perform its work and function. However, COUNTY shall retain the right to administer this
11 Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
12 terms and conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable
13 provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction
14 over matters which are directly or indirectly the subject of this Agreement.
15 Because of its status as an independent contractor, CONTRACTOR shall have
16 absolutely no right to employment rights and benefits available to COUNTY employees.
1 7 CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees
18 all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
1 9 save COUNTY harmless from all matters relating to payment of CONTRACTOR's employees,
2 0 including compliance with Social Security, withholding, and all other regulations governing such
21 matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be
2 2 providing services to others unrelated to the COUNTY or to this Agreement.
23 7. MODIFICATION
2 4 Any matters of this Agreement may be modified from time to time by the written
2 5 consent of all the parties without, in any way, affecting the remainder.
26 8. NON-ASSIGNMENT
2 7 Neither party shall assign, transfer or subcontract this Agreement nor their rights or
2 8 duties under this Agreement without the prior written consent of the other party.
- 5 -COUNTY OF FRESNO
Fresno, CA
1 9. HOLD-HARMLESS
2 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's request,
3 defend the COUNTY, its officers, agents and employees from any and all costs and expenses,
4 including attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to
5 COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers,
6 agents or employees under this Agreement, and from any and all costs and expenses, including
7 attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to any
8 person, firm or corporation who may be injured or damaged by the performance, or failure to perform,
9 of CONTRACTOR, its officers, agents or employees under this Agreement.
10 10., INSURANCE
11 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR
12 or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the
13 following insurance throughout the term ofthis Agreement:
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
A.
B.
C.
Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1 ,000,000.00) per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000.00). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,
product liability, contractual liability, Explosion, Collapse, and Underground
(XCU), fire legal liability or any other liability insurance deemed necessary
because of the nature of the Agreement.
Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person,
Five Hundred Thousand Dollars ($500,000.00) per accident and for property
damages of not less than Fifty Thousand Dollars ($50,000.00), or such coverage
with a combined single limit of Five Hundred Thousand Dollars ($500,000.00).
Coverage should include owned and non-owned vehicles used in connection with
this Agreement.
Professional Liability
If CONTRACTOR employs licensed professional staff (e.g. Ph.D., R.N.,L.C.S.
W., M.F.C.C.) in providing services, Professional Liability Insurance with limits
of not less than One Million Dollars ($1,000,000.00) per occurrence, Three
Million Dollars ($3,000,000.00) annual aggregate.
- 6 -COUNTY OF FRESNO
Fresno, CA
D. Worker's Compensation
1
2
3
4
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
5 CONTRACTOR shall obtain endorsements to the Commercial General Liability
6 insurance naming the County of Fresno, its officers, agents, and employees, individually and
7 collectively, as additional insured, but only insofar as the operations under this Agreement are
8 concerned. Such coverage for additional insured shall apply as primary insurance and any other
9 insurance, or self-insurance, maintained by the COUNTY, its officers, agents and employees shall be
1 0 excess only and not contributing with insurance provided under the CONTRACTOR's policies herein.
11 This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
12 written notice given to COUNTY.
13 Within thirty (30) days from the date CONTRACTOR executes this Agreement,
14 CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the
15 foregoing policies, as required herein, to the County of Fresno, Department of Public Health, P. 0. Box
1 6 11867, Fresno, California, 93 77 5, Attention: Contracts Section -61h Floor, stating that such insurance
1 7 coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and
18 employees will not be responsible for any premiums on the policies; that such Commercial General
19 Liability insurance names the County of Fresno, its officers, agents and employees, individually and
2 0 collectively, as additional insured, but only insofar as the operations under this Agreement are
21 concerned; that such coverage for additional insured shall apply as primary insurance and any other
2 2 insurance, or self-insurance, maintained by the COUNTY, its officers, agents and employees, shall be
2 3 excess only and not contributing with insurance provided under the CONTRACTOR's policies herein;
2 4 and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days
2 5 advance, written notice given to COUNTY.
2 6 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
2 7 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate
2 8 this Agreement upon the occurrence of such event.
- 7 -COUNTY OF FRESNO
Fresno, CA
1 All policies shall be with admitted insurers licensed to do business in the State of
2 California. Insurance purchased shall be from companies possessing a current AM. Best, Inc. rating of
3 A FSC VII or better.
4 11. CONFIDENTIALITY
5 All services performed by CONTRACTOR under this Agreement shall be in strict
6 conformance with all applicable Federal, State of California and/or local laws and regulations relating
7 to confidentiality.
8 12. NON-DISCRIMINATION
9 During the performance of this Agreement, CONTRACTOR shall not unlawfully
1 0 discriminate against any employee or applicant for employment, or recipient of services, because of
11 race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical
12 condition, genetic information, marital status, sex, gender, gender identity, gender expression, age,
13 sexual orientation, or military and veteran status, pursuant to all applicable State of California and
14 Federal statutes and regulations.
15 13. REPORTS
16 CONTRACTOR shall submit a monthly detailed report of all meeting activities,
1 7 including attendee list, meeting outcomes and recommended next steps. The monthly report shall be
18 included with the CONTRACTOR's monthly invoice.
19 14. DISCLOSURE OF SELF-DEALING TRANSACTIONS
20 This provision is only applicable ifthe CONTRACTOR is operating as a corporation (a
21 for-profit or non-profit corporation) or if during the term of this agreement, the CONTRACTOR
2 2 changes its status to operate as a corporation.
23 Members ofthe CONTRACTOR's Board of Directors shall disclose any self-dealing
2 4 transactions that they are a party to while CONTRACTOR is providing goods or performing services
2 5 under this agreement. A self-dealing transaction shall mean a transaction to which the
2 6 CONTRACTOR is a party and in which one or more of its directors has a material financial interest.
2 7 Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to
28
- 8 -COUNTY OF FRESNO
Fresno, CA
1 by completing and signing a Self: Dealing Transaction Disclosure Form (Exhibit A) and submitting it
2 to the COUNTY prior to commencing with the self-dealing transaction or immediately thereafter.
3 15. AUDITS AND INSPECTIONS
4 CONTRACTOR shall at any time during business hours, and as often as the COUNTY
5 may deem necessary, make available to the COUNTY for examination all of its records and data with
6 respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by the
7 COUNTY, permit the COUNTY to audit and inspect all such records and data necessary to ensure
8 CONTRACTOR's compliance with the terms of this Agreement.
9 If this Agreement exceeds Ten Thousand and Noll 00 Dollars ($1 0,000.00),
10 CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of
11 three (3) years after fmal payment under contract (Government Code Section 8546.7).
12 16. NOTICES
13 The persons and their addresses having authority to give and receive notices under this
14 Agreement include the following:
15
16
17
18
COUNTY
Director, County of Fresno
Department of Public Health
P.O. Box 11867
Fresno, CA 93775
CONTRACTOR
Carol L. Melcher, Owner
Carol Melcher Consulting
234 South Eureka Street
Redlands, CA 92373
19 Any and all notices between the COUNTY and the CONTRACTOR provided for or
2 0 permitted under this Agreement or by law shall be in writing and shall be deemed duly served when
21 personally delivered to one of the parties, or in lieu of such personal service, when deposited in the
2 2 United States Mail, postage prepaid, addressed to such party.
23 17. GOVERNING LAW
2 4 The parties agree, that for the purposes of venue, performance under this Agreement is
2 5 to be in Fresno County, California.
2 6 The rights and obligations of the parties and all interpretation and performance of this
2 7 Agreement shall be governed in all respects by the laws of the State of California.
28 Ill
- 9 -COUNTY OF FRESNO
Fresno, CA
1 18. SEVERABILITY
2 The provisions of this Agreement are severable. The invalidity or unenforceability of
3 any one provision in the Agreement shall not affect the other provisions.
4 19. ENTIRE AGREEMENT
5 This Agreement, including all Exhibits, constitutes the entire agreement between the
6 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
7 Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
8 understanding of any nature whatsoever unless expressly included in this Agreement.
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-10 -COUNTY OF FRESNO
Fresno, CA
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CONTRACTOR:
CAROL LOPEZ MELCHER
DBA CAROL MELCHER CONSULTING
e Board, or
President, or any Vice President
Date: \/ \l\ f,S
Mailing Address:
234 South Eureka Street
Redlands, CA 923 73
Phone#: (909) 556-2350
Contact: Carol L. Melcher, Owner
-11 -
COUNTY OF FRESNO:
By~~
Gary E. Co uelle
Purchasing Manager
Date: s\ Lt ~ \5'
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
COUNTY OF FRESNO
Fresno, CA
1 APPROVED AS TO LEGAL FORM:
2
DANIEL C. CEDERBORG, COUNTY COUNSEL
cMwaJ By __________________________ _
3
4
5
6 APPROVED AS TO ACCOUNTING FORM:
VICKI CROW, C.P.A., AUDITOR-CONTROLLER/
7 TREASURER-TAX COLLECTOR
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
REVIEWED AND RECOMMENDED FOR APPROVAL:
Director
Department of Public Health
Fund/Subclass:
Organization:
Account#:
0001110000
56201706 ($65,125.00)
7295
2 3 Requisition #:
24
25 AX
26
27
28
-12 -COUNTY OF FRESNO
Fresno, CA
Exhibit A
SELF-DEAUNG TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "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 utilized 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.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
c, ~ ExhibitA -~~ 0 :,:)\..
c_\~~
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address: "' [\. 1\ ....,
~c;_Ag-{ \ y ~\(L
(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: I Date: I
7 ~-