SBAZ SPHS DOULA PROGRAM CONTRACT SIGNED.PDF
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CONTRACT FOR SERVICES State of Black Arizona 24W Camelback. #558 Phoenix Arizona 85016 AND MARICOPA COUNTY by and through the DEPARTMENT OF PUBLIC HEALTH 4041 N. Central Avenue #1400, Phoenix, Arizona 85012 1. Contract No: 2. Contract Type: Fixed Price (Services) 3. Contract Amount: $144,000 4, Purpose: Doula Mentor Services 5. Start Date: February 15, 2026 6. Expiration Date: January 14, 2027 This Contract for Services (“Contract”) is entered into by and between State of Black Arizona, and Maricopa County, by and through its Department of Public Health referred to as the “County” or “Contractor.” State of Black Arizona and the County are collectively referred to as the “Parties” and individually as a “Party.” Contractor, for and in consideration of the covenants and conditions, shall provide and perform the services as set forth below. All rights and obligations of the Parties shall be governed by the terms of this Contract, its exhibits, attachments, and appendices, including any subcontracts or Contract as set forth herein and in: Section | - General Provisions Section Ill - Compensation Section Il - Scope of Work This Contract contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind the Parties. Nothing in this Contract shall be construed as consent to any lawsuit or waiver of any defense in a lawsuit brought against the County or Stof Black Arizona in any State or federal Court. Legal Notice under this Contract shall be given by electronic notice, personal delivery or by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless otherwise indicated in the notice. Notice to:_State of Black Arizona Phone: 480-808-8455 ext. 2015 Address: 24 W. Camelback Rd. #558 Phoenix, AZ 85016ttention: Teniqua Broughton Notice to Department: MCDPH Grants/Contract Unit Phone: (602) 372-0674 Address: 4041 North Central Avenue, Suite #1400, Phoenix, Arizona 85012 IN WITNESS WHEREOF, the Parties enter into this Contract: STATE OF BLACK ARIZONA MARICOPA COUNTY DEPARTMENT OF PUBLIC HEALTH Signature bQ Signature Name en 2 | rae hia Chair, Board of Supervisors Title CEo ATTEST: Date WiS|202G Signature ‘ Clerk of The Board APPROVED AS TO FORM: APPROVED AS TO FORM: Signature Signature Date: Maricopa County Attorney SECTION | GENERAL PROVISIONS 1. EFFECT To the extent the Scope of Work conflicts with the General Provisions, the Scope of Work shall control. DEFINITIONS As used throughout this Contract, the following terms shall have the following meanings: A. moo ® Contract means this document and all exhibits, attachments, appendices, and amendments to this Contract. County means Maricopa County, Arizona. Department means the Maricopa County Department of Public Health (MCDPH). Director means the Director of the Department. Funding Source means any federal, state, or private agency funding source that may impose conditions on the funding that will be passed on to the County. Designated Record Set means a group of records maintained by or for a covered entity that comprises medical and billing records about individuals maintained by or for a covered health care provider; enrollment, payment, claim adjudication, and case or medical management record systems maintained by or for a health plan, and other records that are used in whole or in part, by or for the covered entity to make decisions about individuals. Healthcare Partner a person or health care facility licensed, certified, or otherwise authorized or permitted by law to administer health care in the ordinary course of business or practice of a profession. This will include Federally Qualified Healthcare Centers (FQHC), or FQHC look-alike. GENERAL REQUIREMENTS A. The terms of this Contract shall be construed in accordance with Arizona law. Any lawsuit arising out of this Contract shall be brought in the appropriate court in Maricopa County, Arizona. The Contractor shall, without limitation, obtain and maintain all licenses, permits, and authority necessary to do business, render services, and perform work under this Contract and shall provide documentation of any qualifications required under this Section to State of Black Arizona upon request. The Contractor is an independent contractor in the performance of work and the provision of services under this Contract and is not to be considered an officer, employee, or agent of State of Black Arizona. This Contract does not create any partnership, joint venture or fiduciary relationship between the Contractor and State of Black Arizona and its employees, contractors and agents will not claim or be entitled to any benefits accorded to State of Black Arizona’s employees, including without limitation health insurance, worker's compensation, disability insurance, vacation or sick pay. The Contractor is solely responsible for paying all ordinary, necessary, and other expenses of its employees, contractors, and agents in connection with this Contract and all disability, workers’ compensation or other insurance, as well as any licenses and permits usual or necessary for performing the Services. The Contractor understands and agrees that it is not an agent of State of Black Arizona, and that the Contractor has no authority to enter into contracts or incur expenses on behalf of State of Black Arizona or otherwise bind or make representations on behalf of State of Black Arizona in any way. 2 SECTION | GENERAL PROVISIONS 4. AMENDMENTS All amendments to this Contract shall be in writing and signed by the Parties. RETENTION OF RECORDS, AUDITS, AND DISALLOWANCES A. This provision applies to all financial and programmatic records, supporting documents, statistical records, and other records of the County, which are reasonably considered as relevant to this Contract. B. The Contractor shall retain all financial books, records, and other documents relevant to this Contract for five (5) years after final payment or until after the resolution of any audit questions, which could take more than five (5) years, whichever is longer. The Contractor, federal, or state auditors, and any other persons duly authorized by the Contractor, shall have full access to, and the right to examine, copy, and make use of any and all such materials. C. The Contractor shall reimburse State of Black Arizona for any payments made under this Contract that are disallowed by a federal, state, or Maricopa County audit in the amount of the disallowance. ASSIGNMENT / SUBCONTRACTING No rights, liability, obligations, or duties under this Contract may be assigned, delegated, or subcontracted by the Contractor or State of Black Arizona without the prior written approval of the other Party. Any attempt to assign any portion of this Contract without the written consent of the other Party shall constitute a breach of this Contract. Any assignment shall not alter the assigner’s responsibility to assure that all the provisions under this Contract are fulfilled by its assignee. All terms and conditions in this Contract shall be included in any assignment. NON-APPROPRIATION OF FUNDS Notwithstanding any other provision, this Contract may be terminated without liability if the Maricopa County Board of Supervisors does not appropriate sufficient monies for the purpose of maintaining this Contract. TERMINATION A. The Contractor or State of Black Arizona may terminate this Contract at any time with at least thirty (30) days prior written notice to the other Party. Such notice shall be given by electronic notice, personal delivery or by Registered or Certified Mail, postage prepaid and return receipt requested. B. This Contract may be terminated by mutual written agreement of the Parties specifying the termination date. Cc. State of Black Arizona has the right to terminate this Contract immediately by giving the Contractor written notice if State of Black Arizona determines that the performance by either Party of any term, covenant, condition or provision of this Contract shall jeopardize State of Black Arizona’s: (i) licensure, (ii) participation in Medi-Cal/Medicaid, Medicare, or other government or commercial health care reimbursement or payor programs, (iii) full accreditation by The Joint Commission, or any other state or nationally recognized accreditation organization, (iv) tax-exempt status, or (v) bond financing. SECTION | GENERAL PROVISIONS 10. 11. 12. 13. D. If not terminated by one of the methods stated above, this Contract shall terminate on the expiration date of this Contract as stated on the Cover Page. EB. If either Party defaults under this Contract and the default continues for more than ten (10) days after the effective date of the other Party’s written notice stating the specific nature of the default, then the noticing Party may treat the default as a breach of this Contract. Upon a breach, the aggrieved Party may exercise any remedy available under the law, including the termination of this Contract. If more than one activity is funded by this Contract, the Contractor may terminate any part of the Scope of Work obligations without impairing the remaining obligations. F. This contract is subject to cancellation pursuant to A.R.S. § 38-511. G. If State of Black Arizona terminates this Contract prior to the expiration date, State of Black Arizona will remain responsible for payment to the Contractor for all work and services performed through the date of termination and for reimbursement to Contractor of all non-cancellable commitments incurred in the performance of the work or services, not to exceed the Contract Amount set forth on the Cover Page. SEVERABILITY Any provision of this Contract that is determined by a court of proper jurisdiction to be invalid, void, or illegal shall not affect, impair, or invalidate any other provision, and the remaining provisions shall remain in full force and effect. STRICT COMPLIANCE The waiver of a breach may only be made by a writing signed by the waiving Party and will not constitute a waiver of any other or subsequent breach to affect in any way the effectiveness or enforceability of the provision in question. FORCE MAJEURE Neither Party shall be liable for failure of performance, nor incur any liability to the other Party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the Parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, pandemic, epidemic, interruption or failure of electricity or telecommunication service. COVENANT AGAINST CONTINGENT FEES Each Party warrants that it has not utilized any person or agency to solicit or secure this Contract for a commission or contingent fee. Either Party may terminate this Contract without liability for breach of this warranty. SAFEGUARDING CLIENT INFORMATION Each Party shall safeguard all protected health information as required under the Health Insurance Portability and Accountability Act. SECTION | GENERAL PROVISIONS 14. 15. 16. RIGHTS IN PROPERTY AND DATA Subject to applicable state and federal laws, rules, and regulations, all tangible materials purchased or acquired by either Party in performance of this Contract shall remain the property of the Party in possession when the Contract terminates. Subject to applicable state and federal laws, rules, and regulations, the Contractor shall have full and complete ownership rights to and the right to reproduce, duplicate, adapt, distribute, display, disclose and otherwise use all written and electronic information, recordings, reports, findings, research information, abstracts, results, software, data, discoveries, inventions, procedures and processes of services developed by the Contractor and any other intangible materials created, prepared or received by the Contractor and its subcontractors in performance of this Contract. State of Black Arizona shall have full, complete, perpetual, irrevocable and non-transferable rights to reproduce, duplicate, adapt, make derivative works, distribute, display, disclose, publish, and otherwise use all intangible material solely for non-profit purposes. State of Black Arizona’s right to use the intangible materials includes the right to use the intangible materials in connection with its internal, non-profit research and educational activities, the right to present at academic or professional meetings or symposia and the right to publish in journals, theses, dissertations or otherwise while providing proper attribution to the Contractor’s role in the material development. Within materials developed under this Agreement, State of Black Arizona will retain ownership of State of Black Arizona data provided to the Contractor as well as ownership of customizations made by State of Black Arizona to the materials. NON-DISCRIMINATION The Parties, in connection with any service or other activity under this Contract, shall not in any way discriminate against any person on the grounds of race, color, religion, sex, national origin, age, or disability. The Contractor shall include a clause to this effect in all Subcontracts inuring to the benefit of the Contractor or State of Black Arizona. EQUAL EMPLOYMENT OPPORTUNITY The Parties shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, pregnancy, childbirth, or medical conditions related to pregnancy or childbirth, political affiliation 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. The Parties shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, sex, pregnancy, childbirth or medical conditions related to pregnancy or childbirth, political affiliation 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. Such action shall include, but is not limited to, the following: employment, upgrading, demotion or transfer, recruitment, or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Parties shall, to the extent such provisions apply, comply with Titles VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603) (“IRCA”); and Arizona Executive Order 2009-09, as amended by Executive Order 2023-01, which mandates that all persons shall have equal access to employment opportunities. The Parties shall also comply with all applicable provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.). : 5 SECTION | GENERAL PROVISIONS 17. 18. 19. 20. 21. SUBCONTRACTING The Contractor may enter into subcontracts with other entities or service providers as necessary to carry out the obligations of this Agreement. Any such subcontract shall be in writing and shall require the subcontractor to comply with all applicable terms, conditions, and requirements of this Agreement. The Contractor shall remain fully responsible for the performance of all subcontractors and for ensuring that all work performed under any subcontract meets the standards and obligations set forth herein. No subcontract shall relieve the Contractor of any liability or duty assumed under this Agreement. RIGHT TO EXTEND CONTRACT The Contract may be extended by mutual written and signed agreement of the Parties for additional terms up to one-year each. The Scope of Work and costs will be subject to renegotiation for each extension. DISPUTES - MEDIATION/ARBITRATION In the event that any dispute arises out of this Contract the Parties shall meet and confer in an effort to resolve the dispute. In the event that such efforts to resolve the dispute are unsuccessful, the Parties shall resolve the dispute by arbitration pursuant to A.R.S. § 12- 1518(A). CHANGES A. The Director may, at any time, by written order, make changes within the scope of this Contract in any one or more of the following areas: 1. Work Statement activities reflecting changes in the scope of services Funding Source, or County regulations, policies or requirements. 2. Administrative requirements, such as changes in reporting periods, frequency of reports, or report formats required by funding source, or County regulations, policies, or requirements. 3. Contractor reimbursement schedules and program budgets B. The Director shall not increase or decrease the maximum reimbursable amount to be paid the Contractor without an official amendment to this Contract. Additionally, the Director shall not direct substantive changes in services to be rendered by the Contractor. Cc. Any dispute or disagreement caused by such written order shall constitute a "Dispute" within the meaning of the Disputes Clause and shall be administered accordingly. ADVERTISEMENTS Except as specifically permitted in this Contract, each Party shall not use the names or trademarks of the other Party, or any affiliated entities, in any advertising, publicity, endorsement, or promotion unless the Party has provided prior written consent for the particular use contemplated. The terms of this section survive the termination, expiration, non-renewal, or rescission of this Contract. 1. 5.1 DEFINITIONS: As used throughout this Contract, the following terms shall have the following meanings: A. AHCCCS refers to Arizona Health Care Cost Containment System. B. DONA refers to the nonprofit organization, Doulas of North America International. Cc. MCDPH refers to Maricopa County Department of Public Health. SPHS refers to South Phoenix Healthy Start. BACKGROUND: The State of Black Arizona was awarded a grant from Mercy Care Corporation and desires to contract Doula Mentoring Services to community doula across Maricopa County to Maricopa County Public Health Department. State of Black Arizona contacted Maricopa County Public Health about contracting doula mentor services for grant funds that State of Black Arizona received from Mercy Care Corporation. SERVICE GOALS: The State of Black Arizona’s goal is to increase the number of licensed community doulas who work with AHCCCS. VIC State of Black Arizona is requesting Maricopa County Public Health to train and mentor 20 community doulas to be B Doula certified and AHCCCS licensed within a two-year period and provide doula services to 60 families within Maricopa County within the same time period. OTHER REQUIREMENTS: SBA agrees to perform the following duties to fulfill its obligation under this Contract: A. Provide direction relating to policy, information, and procedural requirement, including verbal suggestions, orientation manuals, participant documentation and marketing materials. B. Coordinate with Maricopa County Public Health on grant reporting throughout the duration of this agreement Cc. Refer the client(s) in need of doula services. SECTION | GENERAL PROVISIONS D. E. Each doula is responsible for its own negligence and liability insurance. Develop a release of information form for Maricopa County Public Health to use with each student and participant. 5.2 The Contractor agrees to perform the following duties to fulfill its obligation under this Contract: 6.1 A. Hire Two (2) Full-Time Doula Mentors: These experienced doula mentors will provide weekly one-hour coaching sessions centring on maternal and paternal support, birth education, post-natal depression, professional boundaries, entrepreneurship, case studies, and lactation education. Additionally, they will provide guidance, mentorship, and support through the DONA and AHCCCS certification process (described below) for 20 doula candidates. The doula mentors and students will serve 60 families within a two-year grant period. Student doulas and their mentors will meet with each mother and her family in their home, or the location of their choosing, three times before the mother gives birth to get to know the mother and her support team. They will offer information about pregnancy and childbirth, as well as provide comfort measures, informed consent, and postpartum care. The student doula and mentor will be with the family in the delivery room helping and working with the mother and/or support people as a team. After the delivery of the baby, student doulas and their mentors will support the family postnatally, including connecting them to lactation consultants, providing attachment and bonding education, and assessing the need for further postnatal doula support services through SPHS. Tisioiny Recut The Contractor agrees to perform the following duties to fulfill its training obligation under this Contract: A. The SPHS Doula Training & Mentorship Program is a year-long curriculum designed to prepare adult learners for professional community doula work through a combination of virtual training, in-person meetings, guest speakers, workshops, and community engagement. The program emphasizes evidence- based care, cultural competency, trauma-informed practices, and professional development. Training Deliverables: 1) Equip student doulas with the knowledge and skills required for DONA certification. 2) Provide mentorship and professional networking opportunities. 3) Foster cultural humility, trauma-informed care, and advocacy in birth work. 4) Support mentees in building sustainable doula practices. DONA Training: Doula candidates will participate in this 16-hour initial weekend training. SECTION | GENERAL PROVISIONS D. DONA Certification Mentoring: Over the course of 8-12 months, candidates will receive support from doula mentors as they accomplish the following and attain their certification, including: 1) Bi-weekly learning sessions 2) Weekly meetings with mentors 3) Supervision of three births 4) Access to required library for doula certification 5) Assistance in writing required essays 6) Letters of recommendation 7) Access to childbirth classes/education 8) Access to Lactation education 9) CPR Certification 10) Assistance in obtaining necessary insurances 11) Education on owning a small business AHCCCS Licensing Mentoring: During the one-to-three-month licensing period, mentors will support doula candidates through the following trainings/steps: 1) CPR certification 2) Childbirth Education 3) Neonatal resuscitation course 4) Support with Licensing Application 5) Support in attaining Letters of Reference 7. COMPENSATION A. The SBA shall provide a fixed payment, in five lump sums of Twenty-Eight Thousand, Eight Hundred Dollars ($28,800), for a total of One Hundred Forty-Four Thousand Dollars ($144,000) to the Contractor, Maricopa County (“Contractor’), upon full execution of this Agreement. The Contractor understands and agrees that all expenditures of the fixed funds provided under this Agreement must be incurred on or before January 14, 2027, unless such deadline is extended through a written agreement executed by both parties. Any unexpended funds, including any accrued interest, remaining after completion of the project or reasonably expected to remain at the end of the contract term shall revert to SBA and must be returned by the Contractor. The Contractor shall submit a quarterly expenditure report to SBA detailing the use of the funds provided under this Agreement. The Contractor shall maintain supporting documentation for all expenditures made with these funds and shall make such documentation available to SBA upon request. 8. METHOD OF PAYMENT A. Payment Amount The SBA shall provide a fixed payment in five lump sums of Twenty-Eight Thousand, Eight Hundred Dollars ($28,800), for a total of One Hundred Forty-Four Thousand Dollars ($144,000) to the Contractor, Maricopa County (‘Contractor’), upon full execution of this Agreement. SECTION | GENERAL PROVISIONS B. Timing of Payment. Payments shall be issued by SBA on five (5) dates, February 15, 2026; April 15, 2026; June 15, 2026; August 15, 2026; November 15, 2026. If payment is not made on the due dates stated, SBA will be in breach of contract. Method of Payment. All payments made under this Agreement shall be transmitted to the Contractor by electronic funds transfer (EFT) to the account designated in writing by the Contractor. The Contractor is responsible for ensuring the accuracy of all account information provided. Use of Funds. The Contractor shall expend the funds only for activities authorized under this Agreement and only for costs incurred on or before January 14, 2027, unless extended by mutual written agreement. Return of Unexpended Funds. Any unexpended funds, including accrued interest, remaining upon completion of the project or at the end of the contract term shall revert to SBA and must be returned by the Contractor within thirty (30) days of written request. Reporting Requirements. The Contractor shall submit quarterly expenditure reports to SBA detailing the use of the funds provided under this Agreement. Documentation and Audit Access. The Contractor shall maintain complete and accurate supporting documentation for all expenditures made with these funds and shall make such documentation available to SBA upon request for inspection or audit. 9. SCHEDULE OF DELIVERABLES A. Contractor shall provide mentoring service to 20 community doulas by October 30, 2026. B. Contractor shall provide doula services to 60 community members by October 30, 2026. C. By the 15" of each month, Contractor shall submit a report to SBA with all information in the data collection forms. 10. NOTICE Any notice given under this Contract shall be sent to the attention of the following: Maricopa County of Department of Public The State of Black Arizona Health 24 W. Camelback Rd. #558 Attn: Grant/Contract Administrator Phoenix, AZ 85016 4041 N. Central Ave., Suite 1400 480-808-8455 ext. 2015 Phoenix, AZ 85012 10