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HomeMy WebLinkAboutResolutions - 1999.03.17 - 25791f March 18, 1999 MISCELLANEOUS RESOLUTION #99063 BY; PERSONNEL COMMITTEE, THOMAS A LAW, CHAIRPERSON IN RE: DEPARTMENT OF PERSONNEL - CHILD CARE SERVICES CONTRACT TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: WHEREAS on December 10, 1998 the Board of Commissioners adopted Miscellaneous Resolution # 98329 which approved the appropriation and authorization for an on-side child care facility; and WHEREAS the resolution also stated that once a contract for the child care service provider is negotiated, it shall come back to the Board of Commissioners for final approval through the Board of Commissioners' committee process; and WHEREAS the Personnel Department, along with representatives from Facilities Management, the Child Care Task Force, Board of Commissioners and Corporation Counsel have completed discussions on the contract with the selected child care provider; and WHEREAS the Personnel Department is presenting the attached contact to the Personnel Committee and Finance Committee of the Board of Commissioners for review and approval and WHEREAS the County's financial obligations are enumerated in Section 5.1 and services/supplies provided by the County on an on-going basis are identified in Section 5.2; and WHEREAS the Director of Personnel, Director of Facilities Management and the Director of Information Technology shall be responsible for approval of development phase project expenditures outlined in Paragraph 5.1 in their respective areas prior to the opening date of the child care center and shall report these expenditures to the Child Care Task Force; and WHEREAS the Director of Personnel, Director of Facilities Management and the Director of Information Technology shall be responsible for approval of the on-going expenditures outlined in Paragraph 5.2 in their respective areas; and WHEREAS Fiscal Services shall establish a procedure in the budget process to track ongoing services/supplies costs provided by the County for the child care center so that these costs can be identified and monitored; and WHEREAS it is the intent of the Board of Commissioners to provide funding only for those County expenditures currently identified in the contract and that any increases in Parent Fees will be the responsibility of the individual placing the child in the center, as referenced in the contract in Paragraph 7.1. NOW THEREFORE BE IT RESOLVED that the Board of Commissioners approves the attached contract for child care services at the County's on-site child care facility with Bright Horizons Children's Centers, Inc. BE IT FURTHER RESOLVED that the Director of Personnel, Director of Facilities Management and the Director of Information Technology shall be responsible for approval of development phase project expenditures outlined in Section 5.1 in their respective areas prior to the opening date of the child care center and shall report these expenditures to the Child Care Task Force. BE IT FURTHER RESOLVED that the Director of Personnel, Director of Facilities Management and the Director of Information Technology shall be responsible for approval of the on-going expenditures outlined in Paragraph 5.2 in their respective areas. BE IT FURTHER RESOLVED that Fiscal Services shall establish a procedure in the budget process to track on-going services/supplies costs to the County for the child care center so that these costs can be identified and monitored. PERSONNEL COMMITTEE Personnel Committee Vote: Motion carried on unanimous roll call vote. CHILD CARE CENTER SPONSORSHIP AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND BRIGHT HORIZONS CHILDREN'S CENTERS, INC. TABLE OF CONTENTS ARTICLE 1: SCOPE OF CONTRACT 1 ARTICLE 2: DEFINITIONS 2 ARTICLE 3: TERM 4 ARTICLE 4: CENTER DEVELOPMENT 4 ARTICLE 5: FINANCIAL COVENANTS 6 ARTICLE 6: CENTER OPERATIONS 9 ARTICLE 7: PAYMENT AND COLLECTION OF FEES 14 ARTICLE 8: INSURANCE 15 ARTICLE 9: CONFIDENTIALITY 22 ARTICLE 10: TERMINATION OR CANCELLATION OF THE AGREEMENT . . . 23 ARTICLE 11: SUSPENSION OF SERVICES 23 ARTICLE 12: NON-DISCRIMINATION 24 ARTICLE 13: CONFLICT OF INTEREST 24 ARTICLE 14: NO IN-KIND SERVICES 24 ARTICLE 15: NOTICES 24 ARTICLE 16: MODIFICATIONS 25 ARTICLE 17: BINDING EFFECT 25 ARTICLE 18: GOVERNING LAW 25 ARTICLE 19: INDEPENDENT CONTRACTOR 25 ARTICLE 20: WAIVER 26 ARTICLE 21: SEVERABILITY 26 ARTICLE 22: FORCE MAJEURE 26 ARTICLE 23: ENTIRE AGREEMENT 26 ARTICLE 24: RESERVATION OF RIGHTS 26 ARTICLE 25: NO THIRD-PARTY BENEFICIARIES 26 ADDENDUM A: Tuition Schedule for Year One 28 CHILD CARE CENTER SPONSORSHIP AGREEMENT This Sponsor Agreement (the "Agreement") is made and entered into this day of , 1999, by and between BRIGHT HORIZONS CHILDREN'S CENTERS, Inc. ("BHCC"), a wholly owned subsidiary of Bright Horizons Family Solutions, Inc., a Delaware corporation with its principal office located at One Kendall Square, Building 200, Cambridge, Massachusetts 02139, and the COUNTY OF OAKLAND ("COUNTY"), a Michigan Constitutional corporation with its principal office located at 1200 N. Telegraph Road, Pontiac, Michigan 48341. WHEREAS, BHCC is engaged in the business of providing quality child care services for children and management/consulting services for employers regarding child care; WHEREAS, the COUNTY desires to work jointly with BHCC to develop a Child Care Center ("Center') for the COUNTY at a site located at 1200 North Telegraph Road, 30 East, Oakland County Service Center, Pontiac, Michigan 48341; and WHEREAS. the COUNTY wishes to receive and BHCC wishes to render management services for the establishment and operation of such Center. NOW, THEREFORE, in consideration of the mutual agreements and undertakings contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree to the following: ARTICLE 1: SCOPE OF CONTRACT 1.1 The purpose of this Agreement is to establish an on-site Center for COUNTY employees. The COUNTY is committed to establishing a high quality Center. BHCC will operate and manage the Center at the COUNTY. BHCC, as an independent contractor, will be responsible for the daily operations and administrative management for the Center; rendering Child Care Services as defined in this Agreement; the recruiting, training, and retaining of well qualified staff; obtaining and maintaining child care licenses and permits according to law, and achieving and maintaining National Association for the Education of Young Children ("NAEYC") accreditation when the Center is eligible; developing and maintaining a curriculum consistent with BHCC standards with input from the Oakland County Child Task Force; maintaining liability and corporate insurance according to law and the Agreement; establishing an annual operating budget for review by the COUNTY; meeting with the COUNTY annually to discuss the operating budget for the next fiscal year; making reasonable efforts to incorporate changes to the operating [1] budget which the COUNTY believes are appropriate; and establishing a program designed to meet the obligations set forth in this Agreement. 1.2 BHCC has developed resources to ensure that its Centers operate at maximum efficiency with the highest possible quality. BHCC will provide mechanisms for accountability and quality control and will provide periodic information to the COUNTY on the Center. ARTICLE 2: DEFINITIONS The terms used in this Agreement shall have the following meanings: 2.1 Benefits shall mean BHCC employee health and life insurance, dental insurance, 401(k), disability insurance, internal and external benefit administrative costs, payroll processing, and all other costs related to the extension of any benefits to BHCC employees. For purposes of this Agreement and specifically Paragraph 7.6, Benefits shall be charged at 10% of the Center employees' actual wages or salaries. 2.2 Child Care Services shall include the following provided by BHCC: 2.2.1 The administration, operation and management of the Center according to the NAEYC criteria for high quality child care programs. The Center's program and services shall be consistent with BHCC's philosophy, child care program, staffing, and parent coordination as outlined in BHCC's proposal for the Center. 2.2.2 Sufficient BHCC direct care staff at all times to meet or exceed the staff/child ratios according to the NAEYC criteria for high quality child care programs. The direct care staff shall include a mix of head teachers, teachers and associate teachers so that each child or family member has reasonable access to direct care staff throughout the Center's hours of operation. 2.2.3 BHCC developed curriculum which has demonstrated through research and past practice to make a positive impact upon a child's emotional, cognitive and social development and is appropriate for the ages of children which the program serves. 2.2.4 A strong partnership with individuals placing children in the Center. This partnership shall provide opportunities for parents to become involved in the Center, regular feedback about the care of their children, and a system for monitoring and measuring satisfaction. [21 2.3 Center Support Services shall mean the amount allocated to cover finance, accounting and audit costs, legal costs, centralized management and staff training costs, regional manager oversight costs, curriculum planning and implementation tools, parent satisfaction surveys, public relations and parent marketing assistance, and all other related support activities. 2.4 Fiscal Year shall mean the COUNTY'S fiscal year which is October 1 to September 30. 2.5 Full Time Equivalent (hereinafter "FTE") shall mean a child who is enrolled (not necessarily present) at the Center Monday thru Friday, up to nine hours per day. It is possible that two or more children can fill one FTE position. 2.6 Facility-Related Expenses shall mean those expenses associated with the occupancy of the Center including: building maintenance and repair, lawn maintenance, pest control, janitorial service (as per BHCC' Janitorial Standards) and supplies such as germicidal solution, antibacterial hand soaps, toilet paper and paper towels, utilities. and security equipment. 2.7 Office Computers shall mean a total of three computers with Internet access, a laser printer, and a computer check-in system for parents and teachers. The standard center configuration consists of computer stations for Administrative Personnel, Parent/Staff Check-In, and Staff. The computers shall initially be a Pentium II 266 or greater (appropriate upgrades to hardware as needed, Y2K compliant, Windows NT or Novell certified and classified as business class units; refurbished equipment should not be used) with 32 megabytes of memory, 4.3 gigabyte hard drive or greater, CD-ROM, an internal 33.6 U.S. Robotics modem or greater and an Intel Etherexpress PRO/100 or 3Com 10/100 network interface. The monitor should be no less than a 15" SVGA monitor (with no greater than a .28mm pitch), Parent Check-In optional touch screen desirable. 2.8 Opening Date shall mean the first day BHCC provides Child Care services in Phase I of the Center. The Phases of Center Design are addressed in Paragraph 4.5. BHCC shall not open the Center for operation until it has received all the licenses and permits necessary to operate a child care program at the Center which shall be no more than 30 days from when BHCC receives notice from the COUNTY that the Center is available for operation and has received a certificate of occupancy. 2.9 Operating Expenses shall be paid by BHCC and shall include, but not be limited to, the foilowing: child care licensing and permit fees for the Center; wages, salaries and management bonuses, benefits, payroll taxes, workers' compensation, relocation, vacation and sick leave of Center personnel; classroom materials; [3] teacher resources; expendable program materials such as paper, paints, pencils, and crayons; vehicle operations; travel and lodging for Center personnel; insurance; sales or gross receipts taxes; BHCC's Center Support Services; and any other direct or indirect Center operating costs. 2.10 Parent Fees shall mean Tuition, Registration Fees, meal fees at the option of the individual placing the child in the Center, and Student Activity Fees. Parent Fees shall be paid by the individual placing the child in the Center or by any subsiding entity. 2.11 Pre-Opening Expenses shall mean all reasonable and necessary personnel and administrative expenses incurred by BHCC prior to the Opening Date of the Center which shall include the following: BHCC's Center Support Services (excluding legal costs); compensation and benefits of BHCC' employees who perform services on behalf of the Center; employee training; management relocation; travel expenses for air or ground transportation, car rental, lodging, meals, tips, parking, and taxis for BHCC's employees who perform services on behalf of the Center; overnight express mail expenses; marketing/public relations materials; development and printing expenses for internal communications to parents such as brochures, stickers, posters and parent handbooks; center-related communications materials such as business cards and stationery; pre-enrollment meeting expenses; enrollment packages; media advertising; and the initial supply of expendable program materials such as paper, paints, pencils, and crayons. 2.12 Tuition shall mean amount charged to individuals placing children in the Center for Child Care services. Tuition shall be paid by the individual placing the child in the Center. ARTICLE 3: TERM 3.1 Unless this Agreement is terminated or canceled earlier, according to the provisions contained herein, this Agreement shall commence on the above date and continue for a five (5) year period after the Opening Date of the Center. This Agreement may be renewed for an additional five (5) year period after the expiration of this Agreement, if both parties agree in writing prior to the expiration of this Agreement. ARTICLE 4: CENTER DEVELOPMENT 4.1 Development Phase. The period between the date BHCC commences work for the development of the Center and the Opening Date for the Center shall be referred to as the "Development Phase." [41 4.2 The County's Obligations During the Development Phase. During the Development Phase, the Oakland County Child Task Force shall consult with BHCC when needed, review issues surrounding the Center, and provide the needed approvals for the implementation of this Agreement until the Child Care Committee is formed. When the Child Care Committee is formed, it will perform these duties for the duration of this Agreement. The composition of the Child Care Committee will be determined by the COUNTY. 4.3 BHCC' Obligations During the Development Phase. During the Development Phase, BHCC shall: 4.3.1 Assist the COUNTY'S Department of Facilities Management and the COUNTY'S consulting firm with the design, construction and furnishing of the Center; 4.3.2 Obtain and pay for all child care licenses and permits, according to law and this Agreement, necessary to operate the Center, not including building p ermits; 4.3.3 Develop the Center's curriculum and program of services; The Center's curriculum and program of services must be reviewed and reasonably approved by the COUNTY; 4.3.4 Develop a business plan and budget for the Center; 4.3.5 Establish an accounting system for the Center; 4.3.6 Develop safety and health policies and procedures that comply with State and County law; 4.3.7 Adopt appropriate BHCC employee policies and procedures and print them in an employee handbook that comply with State and Federal law; 4.3.8 Recruit, train, and employ all necessary BHCC staff for the Center; but the COUNTY shall have the right to provide input on the selection of the Center's Director; 4.3.9 In cooperation with the COUNTY, design and implement an information and enrollment plan to market the Center's services to the COUNTY'S employees; and 4.3.10 Consult generally with the COUNTY as and when requested by either party concerning all operational and administrative matters. [5] 4.4 Communication Plan. 4.4.1 BHCC and the COUNTY shall jointly develop a communication plan to market the Center. BHCC shall assist in the development of all necessary materials for such communication plan and the COUNTY shall pay the expenses of developing and printing of such materials as required in Paragraphs 2.11 (Pre-Opening Expenses) and 5.1.1 (Pre-Opening Expenses) of this Agreement. BHCC will use the COUNTY'S printing services when developing the communication plan and marketing the Center whenever feasible in order to reduce Pre-Opening Expenses to the COUNTY. 4.5 Center Design. The initial Center shall be designed to serve 52 FTE positions (hereinafter Phase I). The initial Center will be expanded and designed to serve a maximum of one hundred eight (108) FTE positions (hereinafter Phase II). The actual capacity served in the Center may vary depending on the age mix and groupings in place on any given day. ARTICLE 5: FINANCIAL COVENANTS 5.1 COUNTY Financial Obligations. 5.1.1 Pre-Opening Expenses. The COUNTY is responsible for the Pre-Opening Expenses incurred prior to the Opening Date of the Center. BHCC shall provide the COUNTY with a projected budget for such expenses and shall receive the COUNTY'S approval for such budget prior to commencing work in the development phase. The Pre-Opening Expenses shall not exceed $27,000.00 5.1.2 Classroom Child Equipment, Supplies, and Furniture. The COUNTY will pay a sum not to exceed $52,500.00 for the initial supply of classroom child equipment, supplies, and furniture. The COUNTY shall directly pay for or reimburse BHCC for the purchase of such equipment. BHCC will submit a budget and list of such equipment to the COUNTY for review prior to the acquisition of such equipment. If the property is purchased by BHCC, it will supply the COUNTY with an invoice listing and describing the property purchased. 5.1.3 Playground Equipment. The COUNTY will pay a sum not to exceed S42,000.00 for playground equipment. The COUNTY shall directly pay for or reimburse BHCC for the purchase of such equipment. BHCC will submit a budget and list for such equipment to the COUNTY for review prior to the [6] acquisition of such equipment. If the property is purchased by BHCC, it will supply the COUNTY with an invoice listing and describing the property purchased. 5.1.4 Center Software. The COUNTY will pay a sum to BHCC which will not exceed $1,000.00 for software for the entire Center. BHCC is responsible for acquiring the software. BHCC will submit a budget for the software to the COUNTY for review prior to acquiring such equipment. After the purchase of the software, BHCC will supply the COUNTY with an invoice listing and describing the software purchased. 5.1.5 Office Computers. The COUNTY shall provide Office Computers for the Center according to the definition of such equipment set forth in this Agreement. 5.1.6 Classroom Computers. The COUNTY shall provide classroom computers for the Center. BHCC shall supply the COUNTY with a list of the computers and other computer hardware needed for the Centers classrooms. Notwithstanding the above, the parties must agree upon the classroom computers to be supplied under this paragraph before such equipment will be supplied. 5.1.7 Office Furniture and Office Equipment. The COUNTY shall provide the Center's office furniture and equipment, including installation. BHCC shall supply the COUNTY with the list of furniture and equipment for the Center, including office furniture, telephone equipment, fax machine and copier. Notwithstanding the above, the parties must agree upon the office furniture and equipment to be supplied under this paragraph before such equipment will be supplied. 5.2 Services/Supplies Provided By The COUNTY On An On-Going Basis. The COUNTY will provide the following on an on-going basis: 5.2.1 Permission to use a building provided by the COUNTY for use as the Center, only for the purposes outlined in this Agreement. Permission to use the building will cease at the end of this Agreement or when this Agreement is terminated or canceled according to the provisions herein; 5.2.2 Responsibility for ensuring that the building remains in compliance with applicable zoning and other land use rules, regulations and ordinances during this Agreement; 5.2.3 Repair and maintenance of the building and the playground; [7] 5.2.4 Utilities, including electricity, heating, cooling, and water; 5.2.5 Security Equipment, to be agreed upon by the parties, including installation and other associated expenses for use by BHCC; 5.2.6 Fire alarm and detection equipment and monitoring in accordance with local codes; 5.2.7 Appliances, including dishwasher, stove, refrigerators, convection oven, microwave, freezer, washer and dryer; 5.2.8 Daily janitorial services and cleaning; 5.2.9 Telephone services and equipment, including installation; a minimum of three phone lines, one long distance telephone line for the Office of the Center's Director only, and dedicated telephone lines for modems; BHCC snail reimburse the County for all long distance telephone calls; 5.2.10 Repair and maintenance of computer hardware supplied by the COUNTY; BHCC will be responsible for repairing and maintaining the software installed on the computers and correcting any problems created by the software; 5.2.11 Annual Office Expenses for the Center's office, including annual maintenance and/or replacement of office furniture and equipment, office supplies, parent communications, and photocopying; and 5.2.12 Kitchen and laundry expenses. 5.3 Guaranteed Enrollment. The COUNTY will guarantee payment for a specific percentage (as outlined below) of FTE positions at the Center based on the total licensed capacity of the Center. The percentage of guaranteed payments will be measured according to the two phase development of the Center as outlined in Paragraph 4.5. 5.3.1 Failure to Reach Guaranteed Enrollment. If the Center is not filled according to the percentages outlined below, the COUNTY will pay tuition to BHCC for each FTE position not filled up to the percentage outlined in Paragraph 5.3.3. 5.3.2 Measurement of Actual Capacity. The Center's actual capacity will be measured on a quarterly average. BHCC will calculate the tuition owed by [81 the COUNTY according to the tuition schedules outlined in this Agreement and will provide a quarterly invoice to the COUNTY. BHCC will notify the COUNTY in writing within five business days of the end of each month if the capacity of the Center for the previous month falls below the guaranteed enrollment outlined below. 5.3.3 Guaranteed Enrollment Percentage. Phase of Center Calender Month Percent of FTE After Opening Positions Guaranteed Date of Center One (1) 1 - 3 None One (1) . 4 - 6 83% Two (2) 7-12 85% Two (2) 13 - 24 90% Two (2) I 25 - 60 None 5.3.4 Reservation of FTE Positions for BHCC Employees. Two (2) FTE positions in the COUNTY's Center will be reserved for the children of BHCC employees. The two positions will be counted as filled, even if the FTE positions are not filled, when measuring the actual capacity of the Center. ARTICLE 6: CENTER OPERATIONS 6.1 Operation of the Center by BHCC. BHCC shall operate and manage the Center. BHCC is responsible for paying all the Operating Expenses and all the Center Support Services for the Center on or after the Opening Date of the Center. 6.1.1 Licensing Requirements. BHCC shall obtain and maintain all child care licenses and/or permits, according to law, necessary to operate the Center. BHCC will be the holder of the license(s) and/or permit(s) for the Center. BHCC shall pay all fees incurred in obtaining and maintaining such necessary licenses, permits, and accreditations. 6.1.2 Commitment to National Association for Education of Young Children Accreditation (NAEYC). BHCC will apply for NAEYC accreditation within two years of the Center's Opening Date. BHCC is responsible for paying all fees involved with achieving and maintaining NAEYC accreditation. After [91 applying for NAEYC accreditation, BHCC agrees to achieve and maintain the accreditation during this Agreement. 6.1.3 Eligibility for Enrollment in the Center. 6.1.3.1 Procedures and guidelines for enrollment of children in the Center, including but not limited to, creating enrollment applications, defining what children are eligible for enrollment in the Center, determining what individuals are eligible to place their children in the Center, and establishing wait list procedures for placement in the Center will be produced jointly by the COUNTY and BHCC prior to the Opening Date for the Center. 6.1.3.2 The COUNTY and BHCC have the right to evaluate and modify any procedures and/or guidelines established under this Article as necessary during this Agreement. 6.2 Child Care Services Offered by BHCC. BHCC shall provide Child Care Services, as defined in Paragraph 2.2 of this Agreement, to children enrolled in the Center. 6.2.1 BHCC shall provide Child Care services to children ages six (6) weeks to six (6) years enrolled in the Center. The Center shall operate Monday through Friday and shall be open for an eleven hour day with specific opening and closing times to be set forth by the COUNTY. The COUNTY has the option to modify the specific opening and closing times of the Center at any time during this Agreement. 6.2.2 BHCC is solely responsible for the safety and well being of all children placed in the Center. This includes, but is not limited to, protecting the children from communicable diseases, potential child abuse, and ensuring their safety when being transported. 6.2.3 In the future, BHCC will work with the COUNTY when desired to develop other programs at the Center, including, but not limited to, a School-Age Program and a Summer Program. 6.2.4 BHCC will maintain a waiting list for placement of children in the Center. The waiting list will be created and governed under the procedures and guidelines established by the COUNTY and BHCC. [1 01 6.3 BHCC Employee/Personnel Training 6.3.1 BHCC will train all Center employees in risk management. 6.4 Response to Risk Issues. The Center Director is directly responsible for correcting any risk issues or problems identified. Once made aware of the problem, the Director will make an immediate attempt to correct the problem and notify the person who identified the problem and the COUNTY. If the problem identified requires more extensive correction than can be resolved within ten (10) business days, a plan and time line will be submitted to the COUNTY outlining the method for correction. 6.5 Response to Child Abuse. All BHCC employees will be required to report any suspected child abuse in accordance with federal, state and local laws to the appropriate authority and to the COUNTY. 6.6 Reporting/Information to the COUNTY and Individuals Placing Child in Center. 6.6.1 The COUNTY will monitor the deve!opment and operation of the Center. The COUNTY will interact with BHCC, assuring contract compliance and helping develop needed policies and procedures and needed changes over time. The COUNTY will meet with the BHCC Regional Management Team and the Center's Director regularly to discuss issues regarding the Center and review management reports. 6.6.2 BHCC will perform surveys of the individuals who placed children in the COUNTY'S Center. BHCC will share the data and the results of the surveys with the COUNTY. 6.6.3 BHCC will conduct review meetings with the COUNTY which will address parent and staff survey results, qi.:ality assessment reviews, employee usage reports, and progress toward goals established in annual meetings. 6.6.4 BHCC will provide the COUNTY with monthly updates of enrollments, tuition collections, waiting lists and Center issues. BHCC will also provide semi- annual reports of expenditures for the program, including year-to-date actual expense (by budget, by catecory) with reasonable supporting documentation. 6.6.5 BHCC will create a parent group (comprised of individuals who placed children in the Center) to discuss issues of concern and interest surrounding the Center. BHCC shall meet with te parent group at least quarterly or as [11] otherwise agreed by the parties. The COUNTY may attend the parents' meeting. 6.6.6 BHCC will provide brochures and information pamphlets for parents. 6.6.7 BHCC will provide parent seminars and include area day care providers and the general community, as appropriate. 6.6.8 BHCC will provide parent information sessions during the start-up phase to educate parents about services offered. 6.6.9 BHCC will develop the parent handbook, according to this Agreement. The COUNTY will have an opportunity to review the parent handbook prior to the distribution of the handbook to the individuals placing children in the Center. 6.7 BHCC Record Keeping 6.7.1 The Center ,vill maintain a file for each child placed in the Center containing his or her enrollment form, Emergency Release form. Medical Authorization Form, and health history (including immunizations). This information will be kept current and confidential (with the exception of parents who will have access upon request to their own children's records). The child's records will be kept for three (3) years after he/she leaves the Center. 6.7.2 The Center will maintain a file for each staff member with his or her personnel and health records. Included will be a certification of his or her physical and psychological well being for the care of children, plus documentatIon of his or her in-service training. The staff member's records will be kept for one (1) year after he/she leaves the Center or as required by law. 6.8 Audit. BHCC shall maintain accurate and complete records to document its performance and activities under this Agreement and its expenditures and other dispositions of funds received pursuant to this Agreement. Such records shall be kept in a way that they may be readily audited. The Records shall be consistent with generally accepted accounting principles, budgets presented to the COUNTY, and shall conform to all applicable laws. BHCC shall allow the COUNTY'S Auditing Division or an independent auditor, hired by the COUNTY, to perform financial and compliance audits as appropriate with the authority to access all pertinent records and interview any of BHCC's employees throughout the term of this Agreement and for a period of one (1) year after the termination or cancellation of this Agreement. Records will be kept for one (1) year from the date incurred (or longer if required by law) or until the final disposal of any claims or litigation arising out of the [12] performance of this Agreement, whichever is longer. However, audits for any budget year must be completed within twelve (12) months following that budget year. If an audit reveals any mistake or inappropriate practice on the part of BHCC, BHCC must resolve the mistake or inappropriate practice according to the auditor's reports at its own expense. 6.9 Equipment and Furniture Utilized by Center. 6.9.1 Equipment ReplacementlRepair. BHCC will notify the COUNTY of any loss or unserviceability of any COUNTY-supplied equipment within ten (10) business days after the loss or the unserviceability is discovered. Disposal of COUNTY-supplied equipment is prohibited without prior approval of the COUNTY. The COUNTY will work with BHCC to replace lost or unserviceable COUNTY-supplied equipment. If it is determined that a BHCC employee, representative, or agent is responsible for the loss or damage to any COUNTY-supplied equipment (not attributable to normal use), BHCC will be responsible for replacing the lost or unserviceable equipment. 6.9.2 AU property paid for by the COUNTY or supplied by the COUNTY shall be deemed the personal property of the COUNTY during this Agreement, and after the termination or cancellation of this Agreement. Upon termination or cancellation of this Agreement, all property paid for or supplied by the COUNTY shall remain in or around the Center. 6.10 Use of the Center's Name and BHCC's Name in Promotional Materials and Advertisements. 6.10.1 All printed materials produced by or for the Center, including, but not limited to, the following materials: Center brochure, parent handbook, stationery and other promotional materials, shall include the following reference, "managed by Bright Horizons Family Solutions." BHCC and the COUNTY shall have the right to review and approve in advance all printed materials and other promotional materials referencing the Center, and such approval shall be timely and not unreasonably withheld. BHCC shall furnish its logo artwork for production. The BHCC logo may only be used by the COUNTY with prior written authorization from BHCC. 6.10.2 All press releases issued by BHCC referencing any operational issues concerning the Center or the aspects of BHCC's relationship with the COUNTY shall be approved in advance by both parties. BHCC may make reference to the Center in its corporate promotional materials with the [13] COUNTY'S prior approval, except BHCC may reference the COUNTY in its list of clients without the prior approval of the COUNTY ARTICLE 7: PAYMENT AND COLLECTION OF FEES 7.1 Parent Fees. The individual placing a child in the Center will be solely responsible for Parent Fees which include a Registration Fee, Tuition, meal fees at the option of the individual placing the child in the Center, and Student Activity Fees. 7.2 Registration Fees. A one-time Registration Fee will be charged to individuals placing a child in the Center. During years one and two of this Agreement, the charge will be $75.00; thereafter, the registration fee may be changed according to the Parent Fee Modification provision. 7.3 Student Activity Fee. Individuals placing children in the Center will be assessed an Annual Student Activity Fee for activities such as field trips. The Annual Student Activity Fee shall not exceed $50.00 during years one and two: thereafter, the Student Activity Fee may be modified according to the Parent Fee Modification provision. 7.4 Tuition Schedules. BHCC has established tuition schedules for the Center as approved by the COUNTY and as outlined in its Parent Agreement. The tuition schedule for year one is attached as Addendum A. 7.5 Collection of Parent Fees. BHCC will be solely responsible for collecting the Parent Fees from the individual placing a child in the Center. 7.6 Parent Fee Modification. The parties agree that the Parent Fees may be modified annually. During years one and two after the Opening Date of the Center, Parent Fees cannot be increased more than 6% each year. During years three through five after the Opening Date of the Center, Parent Fees cannot be increased more then 7% each year. BHCC reserves the right to implement a greater increase of Parent Fees, if it can demonstrate to the COUNTY'S satisfaction that circumstances warrant a greater increase. 7.7 Parent Fee Modification Notification. All Parent Fee modifications must be presented to the COUNTY no less than sixty (60) days before implementation. If the Parent Fee modification is greater than the percentages outlined in Paragraph 7.6, the COUNTY shall have at least sixty (60) days to approve or deny such increase. In no event, shall the notice to the individual placing the child in the Center be less than thirty (30) days before implementation of the Parent Fee modificaticn. BHCC shall be responsible for notifying the individuals placing children in the center of the Parent Fee modification. [141 ARTICLE 8: INSURANCE 8.1 BHCC's Insurance. During this Agreement, BHCC shall maintain insurance coverage with an insurance carrier carrying an A.M. Best's rating of A-IX or better, and authorized to do business in the State of Michigan. The insurance will be reasonably similar to the limits and coverages outlined in Paragraph 8.4, but at all times during this Agreement the limits and coverages shall equal or exceed those outlined in Paragraph 8.5. BHCC will name the COUNTY, its elected and appointed officials, employees and volunteers as an additional insured on BHCC's commercial general liability insurance policy and umbrella policy. BHCC shall notify the Manager of the Oakland County Risk Management and Safety Division, prior to any material change to the insurance limits and coverages outlined in Paragraphs 8.4 and 8.5. 8.2 Certificates of Insurance. BHCC shall provide the COUNTY with a certificate of insurance evidencing the coverages and limits described below before commencing any work hereunder and a renewal certificate not more than ten (10) days after the expiration of the certificate it renews. This certificate must provide for thirty (30) days notice to the COUNTY in the event of a material change or cancellation of such coverage, and BHCC shall notify the COUNTY in the event of a material change or cancellation. 8.3 Waiver of Recovery. BHCC and the COUNTY hereby release each other from any and all liability or responsibility to the other or anyone claiming through or under them by way of subrogation or otherwise or any loss or damage to property caused by fire or any of the extended coverage, even if such fire or other casualty shall have been caused by the fault or negligence of the other party, or anyone from whom such party may be responsible, and irrespective of whether the releaser carries property insurance. Both parties agree to request their respective insurance carriers to include such a waiver in all policies for fire and/or extended coverage or other insurance covering the premises or its contents. Both parties shall physically exchange mutual waiver of subrogation endorsements. 8.4 Current BHCC Insurance Coverage. 8.4.1 Commercial General Liability Coverage Form: "Commercial General Liability and Professional Liability '93 ISO Occurrence Form.' (15] Policy Limits: $1,000,000—Each Occurrence. $1,000,000—Each Offense, Personal Injury and Advertising Injury Liability. $2,000,000--Products/Completed Operations Aggregate. $2,000,000—General Aggregate, applicable per location. $1,000,000--Professional Liability Each Occurrence/Aggregate. $500,000—Fire Legal Liability. Self-Insured Retention: $10,000—Each Occurrence. $150,000—Policy Aggregate - Defense cost contribute to satisfying the retention. Coverages Included: Teachers Professional Liability at policy limits. Sexual Abuse and Molestation at policy limits. Nurses and Miscellaneous Professional Liability at policy limits. Fire Damage Legal Liability - Sublimit. Corporal punishment at policy limits. Host Liquor Liability. Limited Worldwide Liability - suit brought in U.S. or U.S. Territories. Additional Persons Insured - Employees - Within scope of duties. [16] 8.4.6 Crime Location: All Locations Limit and Coverage: Employee Dishonesty - S1,000,000.00 per Loss; Computer Fraud - $1,000,000.00 per Loss; Depository Forgery Coverage - $1,000,000.00 Aggregate; Money & Securities - $25,000.00 Per Loss Inside Premises; Money & Securities - $25,000.00 Per Loss Outside Premises; and Money Orders and Counterfeit Papers - $1,000,000.00. Deductible: $2,500.00 8.4.7 Commercial Property Locations Covered: Blanket coverage per Statement of Values. Policy Limits: $109,270,990.00—Blanket Real, Personal Property and EDP including media. $1ncluded—Blanket Business Income Including Tuition and Fees. $1ncluded—Blanket Extra Expense. $ Included—Blanket Business Income from Dependent Properties. $ Included--Blanket Property of Others. Perils/Causes of Loss: "All Risk" including comprehensive Boiler and Machinery subject to policy Terms, conditions and exclusions. [20] Automatic coverage for newly acquired organizations - subject to reporting within 180 days. Coverage Extensions: Per Location Aggregate Endorsement. Notice of an Occurrence Endorsement. Deletion of the Punitive Damages Exclusion from the Professional Liability. Knowledge of an Occurrence Endorsement. Unintentional Errors and Omissions Endorsement. Fellow Employee Coverage - Limited to Supervisory, Personnel & Executive Offices. "Mental Anguish .' included in the definition of "bodily injury". Blanket Additional Insureds Endorsement. Blanket Waiver of Subrogation Endorsement. Employee Benefits Errors and Omissions Liability, limited Claims Made Coverage, $1,000,000.00 per Claim/Aggregate, $2,000,000.00 deductible - retro date 7/1/95. Stop Gap Liability for all monopolistic states with limits of $1,000,000.51,000,000.51,000,000. Notice of Cancellation amended to 90 days, except in the event of non-payment of premium, 10 days. 8.4.2 Umbrella Liability Coverage: 1) As excess limits over the coverages afforded under primary underlying General, Automobile and Employees Liability policies; 2) Excess Limits over a "self insured" retained limit as regards coverages provided in the Umbrella, but excluded in the underlying primary policies. [17] Policy Limits: $25,000,000.00—Per Occurrence $25,000,000.00—Policy Aggregate Retained Limit: $10,000.00. Follow Form Coverages: Abuse and Molestation; Contractual Lability; Employee Benefits Liability; Stop-Gap Liability; Employers Liability; Personal Injury Liability; Pollution Hostile Fire; and Professional Liability. 8.4.3 Workers' Compensation Coverage: Policy Limits Workers' Compensation - Coverage A: Statutory Coverage. Employers Liability - Coverage B: Each Accident Limit $500,000.00; Disease -Policy Limit $500,000.00; Disease-Each Employee $500,000.00. Coverage Extensions: Other States Endorsement; Voluntary Compensation Endorsement; Notice of Occurrence/Knowledge of Occurrence; and (18] Notice of Cancellation amended to 60 days, except in the event of non-payment of premium, 10 days. 8.4.4 Business Automobile Coverages/Policy Limits: Bodily Injury & Property Damage Liability Combined Single Limit Per Accident-61,000,000.00. Personal Injury Protection—Statutory. Medical Payments Per Person-65,000.00. Uninsured/Underinsured Motorist-61,000,000.00. Coverage is applicable to all owned or scheduled vehicles, including hired and non-owned vehicles used in the business of the insured. Coverage Extensions: Hired Auto Specified as Covered Auto; Blanket Waiver of Subrogation; Fellow Employee exclusion deleted; Broadened Named Insured Endorsement; Employees as Insureds Endorsement; Notice of Cancellation amended to 90 days, except in the event of non-payment of premium, 10 days; Unintentional Errors and Omissions; Knowledge of Occurrence; and Composite Rate Endorsement. 8.4.5 Kidnap and Ransom During this Agreement, BHCC will maintain Kidnap and Ransom insurance. [19] Coinsurance: Waived by Agreed Amount Endorsement Valuation: Replacement Cost Deductible: $5,000.00 Except: The greater of 5% or $50,000.00—Earthquake. The greater of 5% or $10,000.00—Windstorm at all first tier Counties. S50,000.00—Flood. Endorsement: Property of Others Any One Location—Policy Limit. 8.4.8 Directors and Officers Liability Portfolio Program Limits of Liability (Inclusive of Defense Costs, Charges and Expenses): $5,000,000.00. Retention (Each Loss): S 75,000.00--Corporate Retention (Non SEC); S175,000.00—SEC Retention; and S100,000.00--EPLI Entity coverage Retention (applicable to $1,000,000.00 sublimit). Terms and Conditions: National Union Policy form 62334/62335 5/95 shall provide the basis contract. Employment Practices Liability Endorsement for Directors and Officers and Entity - Co-defendant wording: A $1,000,000.00 sublimit will apply for EPLI Entity coverage. Sexual Abuse and Child Molestation Exclusion. Full Prior Acts. [21] Amend the Employment Practices Liability coverage to specifically include: Retaliatory Acts and List of all employment laws covered. 8.5 BHCC's Minimum Insurance. During this Agreement, the insurance limits and coverages shall equal or exceed those outlined in this Paragraph. 8.5.1 Workers' Compensation insurance in statutory amounts and employer's liability insurance with limits of $100,000 per employee and $500,000 per disease; 8.5.2 Commercial general liability insurance, written on a "ISO" commercial general liability form or its equivalent, with combined single limits for bodily injury and property damage, including sexual abuse, of not less than S1,000,000 each occurrence and $2,000,000 in the aggregate in a policy year; 8.5.3 E3Jsiness automobile liability insurance including owned, non-owned and hired vehicles with combined single limits for bodily injury and property damage of not less than $1,000,00 each accident; and 8.5.4 Umbrella liability insurance in excess of the employer's liability, commercial general liability and business automobile liability insurance required above, in an amount not less than $10,000,000. ARTICLE 9: CONFIDENTIALITY 9.1 Confidentiality. 9.1.1 The COUNTY and BHCC acknowledge that during this Agreement either party may be made aware of confidential or proprietary information with respect to the other party's products, improvements, designs, styles, services, customers, marketing methods, procedures, plans, proposals, curriculum, policies or methods. The parties agree that neither party shall, without the prior written consent of the party from whom such information was obtained, disclose any such information to any third party except: A) to any employee or agent of such party who needs to know such information in order to perform the party's obligations hereunder, or B) as may be otherwise required or permitted by law or legal process. 9.1.2 Without violation of this Agreement, BHCC may use in aggregate, non- identifiable form service utilization information obtained through the implementation of this Agreement in combination with like information of {22} other clients for such purposes as BHCC deems appropriate with prior approval of the COUNTY. Such examples include, but are not limited to, benchmarking, trend analysis, and corporate research. 9.1.3 The COUNTY understands that BHCC will enter into a non-compete agreement with its employees of the Center. ARTICLE 10: TERMINATION OR CANCELLATION OF THE AGREEMENT 10.1 Reasons for Termination or Cancellation of Agreement. 10.1.1 This Agreement may be terminated or canceled by either party if the other party commits a material breach of any term of this Agreement, sixty (60) days notice of such breach has been given, and the breach is not remedied during that time period. 10.1.2 This Agreement may be terminated or canceled by the COUNTY if the funding for the Center or any other similar child care program is terminated by the COUNTY in its sole discretion and BHCC has received 180 days' notice of the funding termination. 10.2 Notification of Termination or Cancellation. For termination or cancellation to be effective, the party terminating or canceling the Agreement must give notice of the termination or cancellation according to Article 15 of this Agreement. 10.3 Termination or cancellation shall be without prejudice to the other party's rights or remedies that either party may be entitled to hereunder or by law, and shall not affect any accrued rights or liabilities of either party. 10.4 In the event of termination or cancellation, the COUNTY is not obligated to provide any further financial support or services for the Center for the duration of this Agreement. 10.5 Upon receipt of notice of termination or cancellation according to this Agreement, BHCC shall have thirty (30) days to remove any of its property from the Center. The COUNTY shall not be responsible for any BHCC property left at the Center thirty (30) days after termination or cancellation of this Agreement. ARTICLE 11: SUSPENSION OF SERVICES 11.1 Operation of the Center may be suspended by the COUNTY for up to thirty (30) days upon BHCC's receipt of notice outlining a reasonable basis to believe that [23] BHCC is not able to properly perform its duties and obligations under this Agreement. ARTICLE 12: NON-DISCRIMINATION 12.1 In connection with the performance of work under this Agreement, BHCC shall not discriminate against any employee or applicant for employment because of sex, race, religion, color, national origin, or handicap. This provision includes, but is not limited to, the following: recruitment or recruitment advertising; employment, upgrading, demotion or transfer; and layoff and selection for training, including apprenticeship, in accordance with rules and regulations promulgated by Federal (Compliance Responsibility for Equal Employment Opportunity—Chapter 60, 60-1, 4, No. 1-7) and State (Standards and Procedures for Executive Directive 1975-6, Section 11-C, IV-C, and V-A&B) agencies and related Federal and State laws and regulations. ARTICLE 13: CONFLICT OF INTEREST 13.1 Pursuant to the provision of Public Act 317 of 1968, as amended (codified at MCL 15.321, et seq.), no contracts shall be entered into between the COUNTY, including all agencies and departments thereof and any employee or officer of the COUNTY. To avoid any real or perceived conflict of interest, BHCC shall identify any employees or relative of the COUNTY'S employees and subcontractors who are employed by BHCC. ARTICLE 14: NO IN-KIND SERVICES 14.1 This Agreement does not authorize any in-kind services unless previously agreed upon by the parties and specifically listed herein. ARTICLE 15: NOTICES 15.1 Notice required under this Agreement must be in writing and personally delivered, sent Certified Mail, Return Receipt Requested, with postage prepaid, overnight courier service, or by facsimile transmission and addressed as follows: To BHCC: Bright Horizons Family Solutions, Inc. Attention: President or Chief Administrative Officer One Kendall Square, Building 200 Cambridge, Massachusetts 02139 To COUNTY: County of Oakland Attention: Director of Personnel and Manager of the Purchasing Division [24] 1200 N. Telegraph Road Pontiac, Michigan 48341 15.2 Either party may change the address to which notice is to be sent by notifying the other party in writing of the change of address. ARTICLE 16: MODIFICATIONS 16.1 Any modifications, rescissions, waivers, releases, or amendments of this Agreement must be in writing and agreed to by both parties. ARTICLE 17: BINDING EFFECT 17.1 Any assignment or delegation by BHCC of any right or obligation of this Agreement without prior written consent of the COUNTY shall result in the automatic termination or cancellation of this Agreement without any prior notice to BHCC. This Agreement will not automatically terminate or cancel where an assignment or delegation is made to a successor or affiliated corporation pursuant to a corporate reorganization or merger, and such assignment or delegation will not materially affect the scope or the quality of services to be delivered under this Agreement. If an assignment or delegation is made to a successor or affiliated corporation and materially affects the scope or the quality of services under this Agreement, the COUNTY has the option to terminate or cancel this Agreement as provided in Article 10. ARTICLE 18: GOVERNING LAW 18.1 This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced, and governed under the laws of the State of Michigan. ARTICLE 19: INDEPENDENT CONTRACTOR 19.1 BHCC shall be an independent contractor with respect to the COUNTY and the operaticn of the Center. Neither BHCC nor its employees, agents or subcontractors shall be deemed agents, representatives, or employees of the COUNTY with respect to any activities arising from this Agreement. The COUNTY and BHCC shall nct do any act or make any representation that would depict BHCC or its employees, agents or subcontractors as agents of the COUNTY. [25] ARTICLE 20: WAIVER 20.1 No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed to be or construed as a further continuing waiver of a term, provision or condition of this Agreement. No remedy available to a party for the other party's breach of this Agreement is intended to be an exclusive remedy; a party's exercise of any remedy for breach of this Agreement shall not be deemed or construed to be a waiver of its right to pursue another remedy. ARTICLE 21: SEVERABILITY 21.1 If a term, condition or provision of this Agreement is found, by a court of competent jurisdiction, to be invalid or unenforceable or to violate or contravene federal or state law, then the term, condition, or provision so found shall be deemed severed from this Agreement, but all other terms, conditions and provisions shall remain in full force and effect. ARTICLE 22: FORCE MAJEURE 22.1 Neither party shall be held responsible if the fulfillment of any terms or provisions of this Agreement are delayed or prevented by fire, flood, act of God, strike or by any other cause not within the control of the party whose performance is delayed or prevented, and the party is unable to prevent the above event through reasonable diligence. ARTICLE 23: ENTIRE AGREEMENT 23.1 This Agreement supersedes all other agreements, either oral or in writing, between the parties and contains all the covenants and agreements between the parties. The singular number shall include the plural and the plural shall include the singular, and any reference to any gender shall include references to all genders. ARTICLE 24: RESERVATION OF RIGHTS 24.1 This Agreement does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, capacity, or immunity of the COUNTY. ARTICLE 25: NO THIRD-PARTY BENEFICIARIES 25.1 Except as provided for the benefit of the parties, this Agreement does not, and is not intended to, create, any obligation, duty, promise, contractual right or benefit, (26] right to be indemnified, right to be subrogated to the party's rights in this Agreement, and/or any other right of any kind, in an individual placing a child in the Center, a COUNTY employee, or any other person or entity. COUNTY OF OAKLAND BRIGHT HORIZONS CHILDREN'S CENTERS, INC. BY: BY: TITLE: TITLE: DATE: DATE: (271 fa ADDENDUM A Tuition Schedule for Year One $152.00 per week for infants. $152.00 per week for children 12 months to two and a half years old. $127.00 per week for children two and a half to three and a half years old. $112.00 per week for children three and a half to six years old. • - .• FISCAL NOTE (Misc. #99063) March 18, 1999 BY: FINANCE COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON IN RE: DEPARTMENT OF PERSONNEL - CHILD CARE SERVICES CONTRACT TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. This resolution approves an agreement between the County of Oakland and Bright Horizons Children's Centers, Inc. for the provision of on-site child care services. 2. Funds are currently budgeted and no budget amendment is required. FINANCE COMMITTEE FINANCE COMMITTEE VOTE: Motion carried on a roll call vote with Jensen, Palmer and Douglas voting no and Taub absent. e ef • , I 41 0 Resolution #99063 March 18, 1999 Gf William Cadde11,619 Moved by Law supported by Causey-Mitchell the resolution be adopted. AYES: Law, McCulloch, McPherson, Melton, Millard, Moffitt, Obrecht, Patterson, Schmid, Sever, Suarez, Amos, Appel, Causey-Mitchell, Colasanti, Coleman, Devine, Dingeldey, Galloway, Gregory. (20) NAYS: Palmer, Douglas, Garfield, Jensen. (4) A sufficient majority having voted therefor, the resolution was adopted. I HEREB •••• THE FOREGn!NC4 i..ErSOLUTION L. Brooks Patrson. County Executive Date STATE OF MICHIGAN) COUNTY OF OAKLAND) I, G. William Caddell, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on March 18, 1999 with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 18th day,pf March, 1999.