FAN CONTRACT COUNTY OF MARICOPA SOUTH PHOENIX HEALTHY START_SIGNATUREBLOCK.PDF
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V5 1 SUB-RECEPIENT AGREEMENT 1. This contract is made and entered into between the National Healthy Start Association (NHSA) and County of Maricopa, South Phoenix Healthy Start hereafter referred to as Contractor. The term of this contract shall be from June 1, 2023, to March 31, 2024. 2. ENGAGEMENT OF SERVICES: NHSA hereby engages the Contractor, and the Contractor hereby accepts engagement, to perform the work set forth in the attached Scope of Work, which is incorporated by reference and made a part of this Agreement (“Services”). 3. COMPENSATION: The Contractor shall be compensated for Services performed under this Agreement as detailed in the attached Scope of Work. Upon completion of the Services, any funds from the USDA grant not used to support the FAN project will be returned. Payment will be made 30 days after receipt and approval of invoices submitted every other month by the Contractor. See SOW General Compensation and Reporting Requirement. 4. RELATIONSHIP: Contractor relationship with NHSA is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment, or similar relationship. Neither party may speak nor act on behalf of the other, nor legally commit the other. Notwithstanding any terms or provisions contained in this Agreement to the contrary, NHSA and the Contractor agree that Contractor shall comply with the terms contained in the Grant Terms and Conditions as agreed upon between USDA and NHSA, CFDA 10.902 Grant # NR233A750012C003 (the “Grant”), which are attached hereto as Attachment 1. In the event of any inconsistency between the provisions of this agreement and USDA Grant, the USDA Grant shall control. See Grant Terms and Conditions. 5. ASSIGNMENT: Except as otherwise expressly provided herein, neither party may assign, transfer, or otherwise dispose of this Agreement to any other person, firm, organization, corporation, governmental body, or any other entity, absent the written agreement of both parties to this Agreement. Upon the agreement of both parties, permitting Contractor to assigns duties under this Agreement to other parties, Contractor is responsible for financial reimbursement to assigned other parties. In such event, Contractor remains responsible for the completion of the Services. Other parties the Contractor chooses to work with do not acquire any rights against NHSA. 6. PROPERTY RIGHTS: Upon termination of this Agreement for any reason, NHSA shall have the right, without further obligation to Contractor, to use the results of Services in any manner it deems appropriate, including, without limitation, editing, altering and revising the results of Services, as long as the original author is cited on all written materials and representations for work completed and submitted in conjunction with this project. Notwithstanding the forgoing, should the Services incorporate pre-existing materials owned by Contractor, Contractor shall retain all ownership rights to the materials, and NHSA shall have a perpetual, irrevocable, royalty-free license to utilize the pre-existing materials as incorporated in any work product or deliverable which may be developed as part of the Services (“Work Product”). Without limiting the foregoing, NHSA shall have access to the Work Product at any time during the term of this V5 2 Agreement. 7. CONFIDENTIALITY: All NHSA information not available to the public, financial data, employee, client, and project information provided to the Contractor for purposes of providing Services under this Agreement shall be the property of NHSA. Such information is confidential and shall not be disclosed without prior written consent of NHSA. The Contractor agrees to keep confidential and privileged all information included in the FAN application, information provided by NHSA or produced by the FAN project and will not share with third parties without the written permission of the NHSA CEO. Breach of confidentiality are grounds for termination of contract. 8. DISSEMINATION AND PUBLICATION: Contractor agrees not to publish or disseminate any information resulting from any stage of the FAN work without prior written approval from the NHSA CEO. NHSA retains all rights, titles, data, research, reports, interests, and intellectual property produced as a result of the FAN Project. 9 EXCLUDED PROVIDER REPRESENTATION AND WARRANTY: NHSA and independent Contractor (or the "Parties") represent and warrant that they have not been, nor any employee, agent or representative participating under the terms of this Agreement are (i) currently excluded, debarred, or otherwise ineligible to participate in the Federal health care programs as defined in 42 USC § 1320a-7b(f) (the “Federal healthcare programs"); (ii) convicted of a criminal offense related to the provision of health care items or services, but have not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal health care programs, and (iii) under investigation or otherwise aware of any circumstances which may result in being excluded from participation in any Federal health care programs. This shall be an ongoing representation and warranty during the term of this Agreement and each party shall immediately notify the other party of any change in the status of the representation and warranty set forth in this section. If either party becomes excluded from Federal health care program participation, this Agreement may be terminated immediately, for cause, by the other party. If any employee, agent or representative of either party becomes excluded from Federal health care program participation, such individual shall be removed from participating in this Agreement immediately. Failure by either party to remove such excluded individual immediately shall provide the other party the right to terminate this Agreement immediately for cause. 10 TERMINATION: NHSA may terminate this Agreement in the event of breach of Contractor’s obligation under this Agreement. Termination of the Services by NHSA for cause, disqualification, loss of licenses to provide Services or upon fifteen (15) days prior written notice by NHSA. Contractor may terminate this Agreement in the event of breach of NHSA obligation under this Agreement, for cause, disqualification, loss of licenses to provide Services, or upon fifteen (15) days prior written notice by Contractor. 11 MISCELLANEOUS: This Agreement shall be governed by Maryland law where NHSA is incorporated. 12 NOTICES: Any notice required or permitted to be given to Contractor under this Agreement shall be sufficient if in writing, emailed or delivered to the mailing address provided by the Contractor. 13 INDEMNIFICATION: : To the maximum extent allowed by law, the parties will defend, indemnify and hold harmless one another and their respective and its directors, officers, employees, and agents (collectively, the “Indemnitees”), from and against any and all claims, losses, damages, suits, fees, judgments, costs and expenses (collectively referred to as “Claims”), including attorneys’ fees incurred in responding to such Claims, that the Indemnitees may V5 3 suffer or incur arising out of or in connection with: (a) breach of warranty or damages due to the respective party's negligence or willful misconduct; (b) any allegation that the Indemnitees’ use of any goods or services (including without limitation any Work Product) created for or provided to the respective party in connection with this Agreement constitutes an infringement, contributory infringement or violation of any patent, copyright, trade secret, trademark, or other third party intellectual property right or a misappropriation of a trade secret or other personal rights of a third party; (c) any breach by Contractor or NHSA of its: (i) confidentiality obligations; (ii) obligations to comply with laws; (iii) obligation to pay any compensation, fees, salary, bonuses, mandatory or fringe employee benefits, social security, taxes or other withholdings which are alleged to be owed in respect of any personnel or contractors of Contractor or NHSA (d) any personal injury (including death) or damage to property resulting from the respective party's personnel or its agents’ acts or omissions; and (e) Contractor’s introduction of any unauthorized material, including without limitation, a “computer virus” or other contaminant into the respective party's environment. The respective parties may settle, at their sole expense, any Claim for which the relevant party is responsible under this Section; such settlement shall not limit, unduly interfere, or otherwise adversely affect either Party's obligations under this Agreement or impose any additional liability or obligation on the affected Party. If NHSA is unable to the Services (including without limitation any Work Product) because of a Claim that such use constitutes an infringement, contributory infringement or violation of any patent, copyright, trade secret, trademark, or other third party intellectual property right, provided that such infringement, contributory infringement or violation of any patent, copyright, trade secret, trademark or other third party intellectual property right is not attributable to actions by NHSA, Contractor will, at its expense: (1) procure for NHSA the right to continue using such Services (including without limitation any Work Product) or (2) replace or modify such Services so that it becomes non-infringing. If neither option is available to Contractor through the use of commercially reasonable efforts, Contractor and NHSA will negotiate continued use of the Services by NHSA, and refund of fees paid for previous Services. This Agreement is the sole and entire agreement between the parties relating to the Services provided by County of Maricopa, South Phoenix Healthy Start to NHSA, and supersedes all prior understandings, agreements, and documentation between the parties. This Agreement may be amended only by an instrument executed by the authorized representative of both parties. Every provision of this Agreement is intended to be severable. If any terms or provisions of this Agreement is illegal or invalid for any reason, the illegality or invalidity shall not affect the legality or validity of remainder of the Agreement and all other provisions of the Agreement shall remain in full force and effect. This Agreement shall be interpreted in accordance with the substantive law of the Commonwealth of Maryland. In WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as the date and year stated below. The undersigned individuals represent and warrant that they are expressly and duly authorized by their respective entities or agencies to execute this Agreement and to legally bind their respective entities or agencies as set forth in this Agreement. Attachments included in the Agreement: - Grant terms and conditions - Scope of Work - Project Budget - Budget justification V5 4 NATIONAL HEALTHY START ASSOCIATION County of Maricopa, South Phoenix Healthy Start Signature Signature Deborah L. Frazier, CEO Name and Title Name and Title Date Date For Maricopa County _________________________________________ Chairman, Board of Supervisors Date ATTEST: ________________________________________ Clerk of the Board Date APPROVED AS TO FORM: ________________________________________ Maricopa County Attorney Date V5 5 Attachment 1 Grant Terms and Conditions See attached. V5 6 Food and Nutrition (FAN) for Better Health Leadership Training Institute Scope of Work Goal: Work as a Healthy Start grantee leadership team (the Project Director, Can Coordinator, Fatherhood Practitioner and Healthy Start participant) with the Community Action Networks (CANs) or Community Consortia to identify and strengthen individual and existing leadership capacity, identify and manage local natural food and nutrition assets and resources, and encourage existing and new partnerships, specifically those affecting access to quality food. FAN Scope of work: The FAN for Better Health Leadership Training Institute supports the need to build knowledge and leadership capacity of the local Healthy Start Organization to address food challenges and the impact on family. The approach adds a focus on food and nutrition and its’ impact on overall health and health outcomes. General Description of Partnership National Healthy Start Association in partnership with selected Healthy Start Leadership Teams and Subject Matter Experts will work collaboratively to fill the leadership capacity gap within the Healthy Start Project while evaluating outcomes. To this end, selected partnering sites will work to identify leadership strengths, build leadership capacity, enhance organizational and community leadership capacity, identify community resources, and address community issues. Description of key tasks In partnership with NHSA, selected site will perform the following core activities for the duration of the contract; Other tasks maybe necessary based the needs of the site and/or community: • Identify a local resource issue, such as food insecurity. • Convene existing and new partners to address SDoH issues of food insecurity. • Identify individual leadership skill or strength as result of participation. • Identify organizational change that resulted from increase in team leadership capacity. • Identify an existing or new community partnership that was developed or enhanced and led to a sustainable community change because of FAN Leadership participation. • Submit a brief work plan with a goal and timeline. • Conduct at least one activity per month toward stated goal. • Submit a brief monthly report. • Attend monthly check-ins and ad hoc calls to share success and problem solve any opportunities identified. • Attend FAN annual meeting/Capstone Event and present to the team. • Attend webinars monthly or every other month related to Leadership, Culinary Medicine, and additional topics. • Complete and submit surveys/assessments related to program evaluation. FAN Support and Technical Assistance Task List The National team will be an indispensable partner providing ongoing guidance, support and coaching for the duration of the project including but not limited to the following tasks and tools: • Provide direct assistance to Healthy Start grantees on information about innovative approaches and lessons learned in FAN as an opportunity to expand the program and offer mentoring opportunities to other communities. • Offer supporting resources for project implementation and sustainability such as an online resource library and toolkits. • Advisory services including coaching and technical assistance through monthly check-in and ad hoc coaching calls. V5 7 • Continue support for Healthy Start during any national evaluations to include best practices for local evaluations, working collaboratively with communities in collecting, analyzing and sharing data and best practices to incorporate and evaluate FAN outcomes in Healthy Start Community Action Networks (CANs), Fatherhood programs and maternal health programs. • Increase public awareness regarding the needs of under-resourced communities, underserved populations and those experiencing disparities and inequities in access to resources and services; • Information regarding national trends, best-practices, and updates. • Annual sharing session/Capstone Event among other FAN sites Description of Program Funding and Partner Site Expectations The contract period is one year. • 15 sites joined the project, which allows $10,000 funding per site. • $10,000 budget period, June 1, 2023-March 31, 2024 • Selected site will be responsible for fund allocation in collaboration and agreement with partners in the work. • All funding is intended for programing purposes. No Indirect costs allowed. Exceptions made for Indirect base. • Funding distribution/allocation should be clearly documented in the budget narrative. • Any significant change that can impact implementation needs to be immediately communicated to the NHSA team. See general compensation and reporting requirement section. V5 8 General Compensation and Reporting Requirement The compensation for the Contractor will be based on an invoice submitted every other month. Contractor will perform all required tasks and provide all required deliverables at a cost detailed in the Scope of Work. Any cost of performance that exceeds costs detailed in Scope of Work shall be Contractor responsibilities. NHSA’s payment obligations to Contractor under this Agreement are contingent on continued Contract funding from USDA. If funds are not available from USDA to NHSA to continue services, the Agreement with Contractor shall be immediately canceled with the beginning of first notice from funder. NHSA will provide written notice of cancelation and provide prorated payment for services already completed. Reallocation of less than 10% of a line item or $250 between budgeted line items are allowed with notice to NHSA. Reallocation of more than of this amount needs prior approval by NHSA. FAN Invoice should align with activities submitted in previous monthly reports for the activities conducted during the invoice period. NHSA will review the invoice and provide payment for work that is deemed acceptable based on Scope of Work. Contractor shall return to NHSA any overpayments that may result from differences from expected vs. actual costs. Payment of the final invoice will be made after the work has been completed and confirmed acceptable by NHSA. If by Agreement of both parties, Contractor assigns duties to other parties, Contractor is responsible for financial reimbursement to assigned other parties. Contractor remains responsible for the work described in the Scope of Work. Other parties the Contractor chooses to work with do not acquire any rights against NHSA. In addition to invoice and activities, Contractor is expected to submit regular progress report that is measurable against the Scope of Work and ultimate success of FAN deliverables. Contractor shall use a standardized reporting template provided by NHSA, to submit regular progress reports. NHSA has made the template available in an online reporting platform and you will receive the link via email. 1. Please note that this template requests an estimate of your estimated expenditures. As your implementation strategy changes, your budget could be adjusted to reflect these changes. The budget narrative is a brief overview of how funds are being allocated to support your FAN Project. Personnel $ $ $ $ $ Total Personnel 0 Other Direct Expenditures Meeting $ Supplies $ 4000 Collaborative Partners $ 3500 Other Expenditures (please list) Stipends for Community Garden Space for Participants 600 Stipends for Health & Wellness Conference for Participants, Partners and Community Members 400 Transportion for Participants to classes 1500 Total Other Direct Expenditures 10000 Annual Budget Narrative-describe in each section below an overview of budgeted funds Personnel Other Direct Expenditures For the duration of the Food and Nutrition grant, monies will be allocated to the following areas: FAN supplies, our collaborating partners to facilitate events, securing community garden spaces, stipends for attending community wellness events, transportation for attending community cooking classes, and other expenditures. Fixed supply costs of $4,000 shall cover programmatic activities like personal gardens and items for community gardens that SPHS sponsors. Personal garden supplies will cover transportable pots, seeds, soil, small personal garden tools. Community gardening tools like rakes, gloves, hoes, shovels, and other gardening tools are included in the costs; additionally, gardening necessities like soil, seeds, and other supply costs. Fixed cost of South Phoenix Healthy Start sponsoring 20 community members, participants, and partners to attend community wellness events is $400. Additional sponsorships for community events will be available as funds are deemed appropriate. Fixed cost for securing Community Garden Space is $600. South Phoenix Healthy Start will buy 10 rows from Spaces of Opportunity for 12 months, where every row costs $5 a month. Compensating collective collaborative partners will cost $3,500 to compensate our partners for providing facility spaces, facilitating community cooking classes, and presenting to the Community Consortium about food and nutrition. Facility spaces will include commercial kitchens, space for childcare services, utensils, and food. Facilitation of community cooking classes will include both virtual and in person options for participants and community involvement. Additionally, sponsoring participants and community members to buy partners’ food per pound at community marketplaces. Transportation for participant participation to community classes is $1,500. Transportation includes expenditures needed for the agency van: gas and vehicle services; as well as transportation for participants to get involved in community food and nutrition classes through the agency vehicle, taxi/rideshare app, and food delivery services. Grand Total 10000 For the duration of the Food and Nutrition grant, monies will be allocated to the following areas: FAN supplies, our collaborating partners to facilitate events, securing community garden spaces, stipends for attending community wellness events, transportation for attending community cooking classes, and other expenditures. Fixed supply costs of $4,000 shall cover programmatic activities like personal gardens and items for community gardens that SPHS sponsors. Personal garden supplies will cover transportable pots, seeds, soil, small personal garden tools. Community gardening tools like rakes, gloves, hoes, shovels, and other gardening tools are included in the costs; additionally, gardening necessities like soil, seeds, and other supply costs. Fixed cost of South Phoenix Healthy Start sponsoring 20 community members, participants, and partners to attend community wellness events is $400. Additional sponsorships for community events will be available as funds are deemed appropriate. Fixed cost for securing Community Garden Space is $600. South Phoenix Healthy Start will buy 10 rows from Spaces of Opportunity for 12 months, where every row costs $5 a month. Compensating collective collaborative partners will cost $3,500 to compensate our partners for providing facility spaces, facilitating community cooking classes, and presenting to the Community Consortium about food and nutrition. Facility spaces will include commercial kitchens, space for childcare services, utensils, and food. Facilitation of community cooking classes will include both virtual and in person options for participants and community involvement. Additionally, sponsoring participants and community members to buy partners’ food per pound at community marketplaces. Transportation for participant participation to community classes is $1,500. Transportation includes expenditures needed for the agency van: gas and vehicle services; as well as transportation for participants to get involved in community food and nutrition classes through the agency vehicle, taxi/rideshare app, and food delivery services.