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HomeMy WebLinkAboutResolutions - 2000.12.14 - 25946November 30, 2000 MISCELLANEOUS RESOLUTION #00301 BY: PERSONNEL COMMITTEE, THOMAS A. LAW, CHAIRPERSON IN RE: PERSONNEL - EMPLOYEE ASSISTANCE PROGRAM To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Oakland County currently provides employees with assistance in resolving substance abuse and other personal problems which impact their job performance and quality of life by providing counseling and referral services through an in-house Employee Assistance Program; and WHEREAS current services are provided by one counselor at one on- site location during the work week; and WHEREAS it is desirable to provide 24 hour ., 365 days a year, availability to assist employees with urgent problems of an emotional nature at a variety of sites; and WHEREAS utilization of services may increase by use of an outside contractor; and WHEREAS 90% of the recommended service provider's clients last year were managed within the GAP which reduced employees' out-of-pocket expenses and use of employers' substance abuse and mental health benefits; and WHEREAS, in the event of a worksite critical incident, the recommended service prcvider will provide a management response team to reduce the possibility of post-traumatic stress, normalize reactions to the incident, provide continued support/counseling to those affected, and provide management/employee consultation to prevent recurrence and reduce overall long-term effects at no additional cost; and WHEREAS, the recommended service provider will also provide Substance Abuse Professional (SAP) regulation services for employees who fall under the substance abuse monitoring guidelines established by the Department of Transportation (DOT) at no additional cost. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes the Personnel Department to enter into a contract with Total Employee Assistance & Management (T.E.A.M.) to provide GAP services. BE IT FURTHER RESOLVED to delete one PR funded Personnel Analyst II position #15525-01898, in Personnel/Employee Relations/Training to partially off-set the cost of this action effective December 30, 2000. Chairperson, on behalf of the Personnel Committee, I move the adoption of the foregoing resolution. PERSONNEL COMMITTEE 11,-‘t-/6/11- Personnel Committee Vote: Motion carried on unanimous roll call vote with Gregory and Colasanti absent DRAFT € V/ DRAFT DRAFT off Eitarf:DRAFTIOPSECTIDOC Page 1 „ PROFESSIONAL SERVICES CONTRACT BETWEEN TOTAL EMPLOYEE ASSISTANCE AND MANAGEMENT, INC. AND OAKLAND COUNTY GOVERNMENT This Contract is made Contract Date, between the County of Oakland (the County), a Michigan Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan, 48341 and Total Employee Assistance & Management, Inc., a Michigan Corporation, (Michigan Corporate Identification Number 051383), 340 E. Big Beaver Road, Suite 220, Troy Michigan 48083 (T.E.A.M). In this Contract, either the County or T.E.A.M may be referred to individually as a "Party" or jointly as the "Parties." INTRODUCTION A. The purpose of this document is to fully define and describe the agreement between Total Employee Assistance and Management, Inc., and the County by which TE.A.M. agrees to provide an Employee Assistance Program to County agents. B. This Contract is organized and divided into the following sections for the convenience of the Parties: Section 1. Definitions and Contract Documents Section 2. Term Section 3. Scope of Contract/Statement of Work Section 4. County Assurances Section 5. T.E.A.M Responsibilities Section 6. County Payment Obligation Section 7. Insurance Section 8. Assurances and Warranties Section 9. Project Manager Section 10. Non-Exclusive Contract Section 11. Escalation Section 12. Termination and/or Cancellation Section 13. Cumulative Remedies Section 14 Survival of Terms and Conditions Section 15. County's Right to Suspend Services Section 16. Contractor's Relationship Section 17. No Third Party Beneficiaries Section 18. Indemnification/Liability Section 19. Damage to County Property 1 OF 1 N:\tcmp\Inumbcr\2000-0963\DraftIOPSCK TEAM December 5,2000 DRAFT DRAFT DRAFT • :Torn Eaton - DRA C.DOG ace Section 20. Compliance with Laws Section 21. Discrimination Section 22. Permits and Licenses Section 23. Reservation of Rights Section 24. Force Majeure Section 25. Conflict of Interest Section 26. In-Kind Services Section 27. Access and Records Section 28. Audit Section 29. Delegation/Subcontract/Assignment Section 30. No Implied Waiver Section 31. Severability Section 32. Captions Section 33. Notices Section 34. Contract Modifications or Amendments Section 35. Governing Laws/Consent to Jurisdiction and Venue Section 36. Entire Contract 1. Definitions and Contract Documents. The following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular, plural, nominative or possessive, and/or either with or without quotation marks, shall be defined and interpreted as follows: 1.1 "Contract" means this document and the attachments hereto, including T.E.A.M Employee Assistance Program Description (Exhibit A), which shall be incorporated by reference. Any modifications to this Contract, pursuant to Section 36, shall also be included in the definition of "Contract". In the event of a conflict among the documents comprising this Contract, this document shall prevail over all other documents and attachments. 1.2 "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, its divisions, and "County Agent" as defined below: 1.3 "County Agent" means all elected and appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, employees, third-party contractors, volunteers, representatives, and/or any such persons' successors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them. "County Agent" shall also include any person who was a "County Agent" anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as an Agent. For purposes of receiving services under this Contract, "County Agent" shall also mean County Agents' dependents eligible for benefits under the 2 OF 1 NAtempU number \2000-0963 \DraftlOPSCK TEAM December 5, 2000 November 30, 2000 MISCELLANEOUS RESOLUTION #00301 BY: PERSONNEL COMMITTEE, THOMAS A. LAW, CHAIRPERSON IN RE: PERSONNEL - EMPLOYEE ASSISTANCE PROGRAM To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Oakland County currently provides employees with assistance in resolving substance abuse and other personal problems which impact their job performance and quality of life by providing counseling and referral services through an in-house Employee Assistance Program; and WHEREAS current services are provided by one counselor at one on- site location during the work week; and WHEREAS it is desirable to provide 24 hour, 365 days a year, availability to assist employees with urgent problems of an emotional nature at a variety of sites; and WHEREAS utilization of services may increase by use of an outside contractor; and WHEREAS 90% of the recommended service provider's clients last year were managed within the EAP which reduced employees' out-of-pocket expenses and use of employers' substance abuse and mental health benefits; and WHEREAS, in the event of a worksite critical incident, the recommended service provider will provide a management response team to reduce the possibility of post-traumatic stress, normalize reactions to the incident, provide continued support/counseling to those affected, and provide management/employee consultation to prevent recurrence and reduce overall long-term effects at no additional cost; and WHEREAS, the recommended service provider will also provide Substance Abuse Professional (SAP) regulation services for employees who fall under the substance abuse monitoring guidelines established by the Department of Transportation (DOT) at no additional cost. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes the Personnel Department to enter into a contract with Total Employee Assistance & Management (T.E.A.M.) to provide SAP services. BE IT FURTHER RESOLVED to delete one PR funded Personnel Analyst II position 415525-01898, in Personnel/Employee Relations/Training to partially off-set the cost of this action effective December 30, 2000. Chairperson, on behalf of the Personnel Committee, I move the adoption of the foregoing resolution. PERSONNEL COMMITTEE / Personnel Committee Vote: Motion carried on unanimous roll call vote with Gregory and Colasanti absent iiiii-Eif6FRIAArifMtbbd DRAFT i4c€14 DRAFT DRAFT PROFESSIONAL SERVICES CONTRACT BETWEEN TOTAL EMPLOYEE ASSISTANCE AND MANAGEMENT, INC. AND OAKLAND COUNTY GOVERNMENT This Contract is made Contract Date, between the County of Oakland (the County), a Michigan Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan, 48341 and Total Employee Assistance & Management, Inc., a Michigan Corporation, (Michigan Corporate Identification Number 051383), 340 E. Big Beaver Road, Suite 220, Troy Michigan 48083 (T.E.A.M). In this Contract, either the County or T.E.A.M may be referred to individually as a "Party" or jointly as the "Parties." INTRODUCTION A. The purpose of this document is to fully define and describe the agreement between Total Employee Assistance and Management, Inc., and the County by which TE.A.M. agrees to provide an Employee Assistance Program to County agents. 13. This Contract is organized and divided into the following sections for the convenience of the Parties: Section I. Definitions and Contract Documents Section 2. Term Section 3. Scope of Contract/Statement of Work Section 4. County Assurances Section 5. TE.A.M. Responsibilities Section 6. County Payment Obligation Section 7. Insurance Section 8. Assurances and Warranties Section 9. Project Manager Section 10. Non-Exclusive Contract Section 11. Escalation Section 12. Termination and/or Cancellation Section 13. Cumulative Remedies Section 14 Survival of Terms and Conditions Section 15. County's Right to Suspend Services Section 16. Contractor's Relationship Section 17. No Third Party Beneficiaries Section 18. Indemnification/Liability Section 19. Damage to County Property 1 OF 1 NAtemp\ lnumber\ 2000-09631DraftlOPSCK TEAM December 5,2000 DRAFT DRAFT DRAFT To Page 2 Section 20. Compliance with Laws Section 21. Discrimination Section 22. Permits and Licenses Section 23. Reservation of Rights Section 24. Force Majeure Section 25. Conflict of Interest Section 26. In-Kind Services Section 27. Access and Records Section 28. Audit Section 29. Delegation/Subcontract/Assignment Section 30. No Implied Waiver Section 31. Severability Section 32. Captions Section 33. Notices Section 34. Contract Modifications or Amendments Section 35. Governing Laws/Consent to Jurisdiction and Venue Section 36. Entire Contract 1. Definitions and Contract Documents. The following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular, plural, nominative or possessive, and/or either with or without quotation marks, shall be defined and interpreted as follows: 1.1 "Contract" means this document and the attachments hereto, including T.E.A.M Employee Assistance Program Description (Exhibit A), which shall be incorporated by reference. Any modifications to this Contract, pursuant to Section 36, shall also be included in the definition of "Contract". In the event of a conflict among the documents comprising this Contract, this document shall prevail over all other documents and attachments. 1.2 "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, its divisions, and "County Agent" as defined below: 1.3 "County Agent" means all elected and appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, employees, third-party contractors, volunteers, representatives, and/or any such persons' successors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them. "County Agent" shall also include any person who was a "County Agent" anytime dining the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as an Agent. For purposes of receiving services under this Contract, "County Agent" shall also mean County Agents' dependents eligible for benefits under the 2 OF 1 NAtempUnumber12000-0963 \Draft I OPSCK TEAM December 5,2000 DRAFT DRAFT DRAFT Page 2 County's health insurance benefit plans. 1.4 "Claims" means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgements, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the County and/or County Agent, or for which the County and/or County Agent may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such Claim is brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.5 "Day" means any calendar day which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m. 1.6 "T.E.A.M." means Total Employee Assistance & Management, Inc., a Michigan Corporation, Michigan Corporate Identification Number 051383, with offices at 340 E. Big Beaver Road, Suite 220, Troy Michigan 48083 and those within the definition of "T.E.A.M. Employee." 1.7 "T.E.A.M. Employee" means without limitation, any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of T.E.A.M and also includes any T.E.A.M licensees, concessionaires, contractors, subcontractors, independent contractors, vendors, suppliers, subsidiaries, joint ventures or partners, and/or any such persons, T.E.A.M. successors or predecessors, employees, (whether such persons act or acted in their personal, representative or official capacities), and/or any and all persons acting by, through, under, or in concert with any of the above. "T.E.A.M. Employee" shall also include any person who was a T.E.A.M employee at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 2. Term. 2.1 This Contract and operations under this Contract shall commence on January 1, 2001 and shall continue through December 31, 2001, a period of one year. 2.2 At the County's option, this Contract may be renewed for an additional one year period, beginning January 1, 2002 and ending December 31, 2002, on the same terms and conditions as contained in this Contract. 2.3 This Contract shall not be effective and binding until: A. Signed by an authorized County Agent of the County Purchasing 3 OF 1 N:\temp\1numbcr\2OOO-O963Dtaft1OPSCK TEAM December 5, WOO November 30, 2000 MISCELLANEOUS RESOLUTION #00301 BY: PERSONNEL COMMITTEE, THOMAS A. LAW, CHAIRPERSON IN RE: PERSONNEL - EMPLOYEE ASSISTANCE PROGRAM To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Oakland County currently provides employees with assistance in resolving substance abuse and other personal problems which impact their job performance and quality of life by providing counseling and referral services through an in-house Employee Assistance Program; and WHEREAS current services are provided by one counselor at one on- site location during the work week; and WHEREAS it is desirable to provide 24 hour, 365 days a year, availability to assist employees with urgent problems of an emotional nature at a variety of sites; and WHEREAS utilization of services may increase by use of an outside contractor; and WHEREAS 90% of the recommended service provider's clients last year were managed within the 'ZAP which reduced employees' out-of-pocket expenses and use of employers' substance abuse and mental health benefits; and WHEREAS, in the event of a worksite critical incident, the recommended service provider will provide a management response team to reduce the possibility of post-traumatic stress, normalize reactions to the incident, provide contiEued support/counseling to those affected, and provide management/employee consultation to prevent recurrence and reduce overall long-term effects at no additional cost; and WHEREAS, the recommended service provider will also provide Substance Abuse Professional (SAP) regulation services for employees who fall under the substance abuse monitoring guidelines established by the Department of Transportation (DOT) at no additional cost. NOW THEREFORE BE IT RESOLVED that the Oakland County Beard of Commissioners authorizes the Personnel Department to enter into a contract with Total Employee Assistance & Management (T.E.A.M.) to provide EAP services. BE IT FURTHER RESOLVED to delete one PR funded Personnel Analyst II position #15525-01898, in Personnel/Employee Relations/Training to partially off-set the cost of this action effective December 30, 2000. Chairperson, on behalf of the Personnel Committee, : move the adoption of the foregoing resolutien. PERSONNEL COMMITTEE / Personnel Committee Vote: Motion carried on unanimous roil call vote with Gregory and Colasanti absent DRAFT 1A€Vi DRAFT DRAFT • rrorn-Cfcia FrIOPSRt.ind Page PROFESSIONAL SERVICES CONTRACT BETWEEN TOTAL EMPLOYEE ASSISTANCE AND MANAGEMENT, INC. AND OAKLAND COUNTY GOVERNMENT This Contract is made Contract Date, between the County of Oakland (the County), a Michigan Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan, 48341 and Total Employee Assistance & Management, Inc., a Michigan Corporation, (Michigan Corporate Identification Number 051383), 340 E. Big Beaver Road, Suite 220, Troy Michigan 48083 (T.E.A.M). In this Contract, either the County or T.E.A.M. may be referred to individually as a "Party" or jointly as the "Parties." INTRODUCTION A. The purpose of this document is to fully define and describe the agreement between Total Employee Assistance and Management, Inc., and the County by which TE.A.M. agrees to provide an Employee Assistance Program to County agents. B. This Contract is organized and divided into the following sections for the convenience of the Parties: Section 1. Definitions and Contract Documents Section 2. Term Section 3. Scope of Contract/Statement of Work Section 4. County Assurances Section 5. T.E.A.M, Responsibilities Section 6. County Payment Obligation Section 7. Insurance Section 8. Assurances and Warranties Section 9. Project Manager Section 10. Non-Exclusive Contract Section 11. Escalation Section 12. Termination and/or Cancellation Section 13. Cumulative Remedies Section 14 Survival of Terms and Conditions Section 15. County's Right to Suspend Services Section 16. Contractor's Relationship Section 17. No Third Party Beneficiaries Section 18. Indemnification/Liability Section 19. Damage to County Property 1 OF 1 NAterap lnumber \ 2000-0963 \Draftl OPSCK TEAM December 5,2000 DRAFT DRAFT DRAFT TOKEitori: bRAPTf0-P-SROMC - Page 2 Section 20. Compliance with Laws Section 21. Discrimination Section 22. Permits and Licenses Section 23. Reservation of Rights Section 24. Force Majeure Section 25. Conflict of Interest Section 26. In-Kind Services Section 27. Access and Records Section 28. Audit Section 29. Delegation/Subcontract/Assignment Section 30. No Implied Waiver Section 31. Severability Section 32. Captions Section 33. Notices Section 34. Contract Modifications or Amendments Section 35. Governing Laws/Consent to Jurisdiction and Venue Section 36. Entire Contract 1. Definitions and Contract Documents. The following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular, plural, nominative or possessive, and/or either with or without quotation marks, shall be defined and interpreted as follows: 1.1 "Contract" means this document and the attachments hereto, including TE.A.M. Employee Assistance Program Description (Exhibit A), which shall be incorporated by reference. Any modifications to this Contract, pursuant to Section 36, shall also be included in the definition of "Contract". In the event of a conflict among the documents comprising this Contract, this document shall prevail over all other documents and attachments. 1.2 "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, its divisions, and "County Agent" as defined below: 1.3 "County Agent" means all elected and appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, employees, third-party contractors, volunteers, representatives, and/or any such persons' successors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them. "County Agent" shall also include any person who was a "County Agent" anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as an Agent. For purposes of receiving services under this Contract, "County Agent" shall also mean County Agents' dependents eligible for benefits under the 2 OF I NAtemp\Inumber12000-09631Draft1OPSCK TEAM December 5,2000 DRAFT DRAFT DRAFT RA LTorn Eaton I OP SKC. I:50C age 3 County's health insurance benefit plans. 1.4 "Claims" means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgements, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the County and/or County Agent, or for which the County and/or County Agent may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such Claim is brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.5 "Day" means any calendar day which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m. 1.6 "T.E.A.M." means Total Employee Assistance & Management, Inc., a Michigan Corporation, Michigan Corporate Identification Number 051383, with offices at 340 E. Big Beaver Road, Suite 220, Troy Michigan 48083 and those within the definition of "TE.A.M. Employee." 1.7 "T.E.A.M. Employee" means without limitation, any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of TE.A.M and also includes any T.E.A.M licensees, concessionaires, contractors, subcontractors, independent contractors, vendors, suppliers, subsidiaries, joint ventures or partners, and/or any such persons, T.E.A.M. successors or predecessors, employees, (whether such persons act or acted in their personal, representative or official capacities), and/or any and all persons acting by, through, under, or in concert with any of the above. "T.E.A.M Employee" shall also include any person who was a T.E.A.M. employee at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. This Contract and operations under this Contract shall commence on January I, 2001 and shall continue through December 31, 2001, a period of one year. 2.2 At the County's option, this Contract may be renewed for an additional one year period, beginning January I, 2002 and ending December 31, 2002, on the same terms and conditions as contained in this Contract. 2.3 This Contract shall not be effective and binding until: A. Signed by an authorized County Agent of the County Purchasing 3 OF 1 NAtemp‘Inumber12000-0963 \DraftlOPSCK TEAM December 5.2000 2. Term. 2.1 DRAFT DRAFT DRAFT Page 4 Division, as indicated on the last page of this Contract, and an authorized T.E.A.M Employee, and B. T.E.A.M satisfactorily submits all required certificates of insurance to the County. 2.4 The authorized County Agent shall be the final signatory of this Contract. 3. Scope of Contract/Statement of Work. T.E.A.M agrees to operate the County's Employee Assistance Program (EAP). The scope of work is described in Exhibit A and incorporated by reference here. 4. County Assurances. 4.1 The County agrees to pay, according to the terms and conditions of this Contract, at the agreed upon capitation rate of $2.10 per calendar month for each full-time and part-time eligible employee (as defined by the County) for the employee assistance services made available to and/or actually provided to County Agents. 4.2 Subject to County scheduling demands and space availability, the County agrees to provide facilities for T.E.A.M on-site presentations, training sessions and workshops. 4.3 Subject to applicable law, the County agrees to use reasonable efforts to protect the proprietary nature of the contents of T.E.A.M. presentations, training sessions and workshops offered as part of the County EAP program. 4.4 The County agrees to use reasonable efforts to inform its employees and agents of the proprietary nature of T.E.A.M presentations, training sessions and workshops offered as part of the County's Employee Assistance Program. However, the County does not warranty that County employees who participate in T.E.A.M presentations, training sessions and workshops will refrain from disclosing the contents of T.E.A.M 's presentations, training sessions and workshops when acting in their individual capacity and outside the scope of their employment. 4.5 The County agrees to comply with state and federal laws and regulations regarding the release of confidential information relating to a County Agent who seeks EAP services through T.E.A.M 5. T.E.A.M. Responsibilities 5.1 T.E.A.M. Employees 5.1.1 T.E.A.M shall employ and assign qualified T.E.A.M Employees as necessary and appropriate to provide the services under this Contract. T.E.A.M shall ensure that all T.E.A.M. Employees have the necessary licenses, permits, certificates, and governmental authorizations as required by law. 5.1.2 T.E.A.M. shall solely control, direct and supervise all T.E.A.M Employees 4 OF I NAtemp\ lnumber\ 2000-0963 \Draft] OPSCK TEAM December 5,2000 DRAFT DRAFT DRAFT _ • 'Torn Eero-ttD.-ftOPSRC. • OC Page 5 _ with respect to all T.E.A.M. obligations under this Contract, except that contractors, subcontractors and independent contractors (affiliate providers) utilized by TE.A.M, will be managed pursuant to the terms and conditions of their individual contracts. T.E.A.M shall provide all job specifications, necessary materials and equipment required to complete any services under this Contract 5.1.3 TE.A.M. shall hold all T.E.A.M. Employees to the standards of professional conduct set by the State's Professional Licensing Board for the discipline in which the T.E.A. M. Employee is licensed, and/or to the established code of conduct set by the national association for the discipline in which a TE.A.M. Employee holds credentials. 5.1.4 T.E.A.M. is solely responsible for all taxes, costs, fees, and/or liabilities associated with T.E.A.M. Employees. 5.1.5 All T.E.A.M Employees shall wear and display appropriate county- provided identification at all times while working on County premises. 5.1.6 All T.E.A.M Employees assigned to perform work under this Contract may, at the County's discretion, be subject to a security check and clearance by the County, including but not limited to a LEIN check performed by an authorized County Agent. 5.1.7 The County retains the right to require that any T.E.A.M. employee who fails to pass the security check to the County's satisfaction be removed from any role in presentations, training sessions, workshops or programs, whether group or individual, offered to County employees. 5.2 Promotional Materials. 5.2.1 T.E.A.M shall develop and provide promotional materials and information to County Agents regarding EAP services. 5.2.2 The County agrees to distribute such materials to County Agents by any method it deems suitable. 5.3 Facilities. 5.3.1 T.E.A.M shall make suitable off-site facilities available for individual, group and family counseling. 5.3.2 T.E.A.M shall maintain such facilities in good repair and in a manner consistent with the confidential and therapeutic nature of the services provided. 5.4 Experimental Methods. 5.4.1 T.E.A.M shall refrain from employing experimental treatment and/or 5 OF 1 N:\tmp\1numbcr\2000.O963\Draft1OPSCK TEAM December 5,2000 TT6WElf071--blkrA lOPSKC: Pabe-6 OC DRAFT DRAFT DRAFT intervention methods and/or from conducting scientific research involving human subjects without first advising the County, in writing, of its intent to use such methods and/or to perform such research and without the express written consent of the County Agent, obtained after fully advising the individual of the potential benefits and risks associated with use of the method or participation in the study. 5.4.2 Written notice to the County shall be provided at least sixty days before the date set to initiate the experimental intervention or treatment method or the scientific research. 5.4.3 The County retains the right to require that any proposed use of experimental methods and/or research be submitted to an ethical review board for approval at any time before or during its term. 5.4.4 A County Agent who refuses to participate in any experimental treatment or intervention method or scientific study shall continue to be eligible for EAP services under this Contract and shall suffer no penalty or discrimination for refusing to participate. 5.4.5 The limitations on the use of experimental treatment methods and/or interventions and/or scientific research involving human subjects set forth in this Contract do not preclude TE.A.M from conducting retrospective analyses of services provided under this Contract based on clinical records and/or documents. 5.5 Participant Information. T.E.A.M shall refrain from disclosing confidential information that relates to an individual participant without the express written consent and authorization of the participant except as permitted by federal or state statute. 5.6 Program Information. TE.A.M. shall, within 20 days of the end of each program quarter for which it provides EAP services to the County, submit a detailed summary of services provided to County Agents. The summary shall be submitted in the form requested by the County but shall not include information that would permit the identification of individual County Agents. 6. County Payment Obligations. 6.1 Except as otherwise expressly provided in this Contract, the County agrees to pay TEAM for any and all T.E.A.M. services rendered pursuant to this Contract as follows: (A) The County agrees to pay T.E.A.M the amount of $2.10 per calendar month for each full-time and part-time eligible County employee, as defined by the County, during the term of this Contract. 6 OF 1 NAtomp1 Inumber\2000-09631DraftlOPSCK TEAM December 5,2000 DRAFT DRAFT DRAFT (B) In addition, the County agrees to pay T.E.A.M an annual administrative fee equal to 15% of the total annual fee for all eligible County employees. The County agrees to pay this amount at the beginning of the Contract period. (C) Payment, other than the administrative fee described in 6(B) above, shall be due and paid to T.E.A.M. on a quarterly basis in advance of the beginning of each quarter according to the following conditions: On or about the 15th day of April, July, October and January during the term of this Contract, the County shall provide T.E.A.M with the number of full-time eligible and part-time eligible employees, as described above, on the County payroll at the end of the pay closest to the end of the previous calendar quarter. (ii) On receipt of the number of full-time and part-time eligible employees, T.E.A.M shall prepare and submit an invoice to the County for the forth-coming calendar quarter based on the amounts described in 6.1(A) and 6.1(B) (above). (iii) The County shall be obligated to pay and reimburse TE.A.M, except as otherwise provided herein, the invoiced sum within 30 days following receipt of the invoice by the County. (iv) If an invoice contains an incorrect or unreasonable amount due and owing, the County shall advise T.E.A.M in writing of the disputed amount and the reasons for the dispute. The County may subtract the disputed amount from future payments until T.E.A.M is able to satisfy the County that the disputed amount is actually due and owing. There are no penalties or fees for late payments by the County. 6.2 The County has the right to offset any amounts due and owing to TE.AM should the County incur any costs associated with this Contract that are the obligations of T.E.A.M under this Contract. 6.3 In addition to the above, the parties agree that T.E.A.M. may design and develop, and Accounting may purchase, promotional materials prepared by TE.A.M. for the County's use and distribution in connection with TE.A.M services. The purchase and payment of any such promotional materials shall be accomplished through a written amendment to this Contract. 7 OF 1 NAtemp‘Inumber \2000-0963 TraftlOPSCK TEAM December 5,2000 (i) DRAFT DRAFT DRAFT Torn EatcDRAFTf0PSKCMC 1:5a41138 6.4 Except as provided in this Contract, the County is not responsible for any cost, fee, fine or penalty incurred by T.E.A.M in providing services under this Contract. 7. Insurance. 7.1 TE.A.M. agrees to maintain Professional Liability insurance covering counseling and administrative services provided by T.E.A.M. under this Contract. Insurance coverage shall include the corporation, its employees, and independent contractors. The coverage shall be for a minimum of $1,000,000.00 per occurrence and a $3,000,000.00 annual aggregate. TE.A.M agrees to provide a certified true copy of the actual policy prior to inception of this Contract. T.E.A.M also agrees to provide a Certificate of Insurance naming the County of Oakland as a certificate holder prior to inception of this Contract. 7.2 T.E.A.M shall also obtain and maintain in force during the term of this Contract: A. Commercial General Liability insurance equivalent to ISO Form C000010196, or the following, as minimum requirements. The insurance shall be for a minimum of $1,000,000.00 combined single limit per occurrence and $3,000,000.00 annual aggregate. (i) Premises/Operations. (ii) T.E.A.M shall require that all professional contractual persons serving County Agents under this Contract are covered by professional liability insurance in the amount of at least $1,000,000.00 per occurrence and $1,000,000.00 annual aggregate. (iii) (Blanket) Broad Form Contractual (iv) Personal Injury. B. Workers Compensation as required by law. Employer's liability in the minimum amount of $100,000. 8. Assurances and Warranties. 8.1 T.E.A.M warrants that before submitting its proposal and/or entering into this Contract, it reviewed all County requirements and/or expectations under this Contract, had the opportunity to inspect the site(s) for the work under this Contract and reviewed all work requirements and/or expectations under this Contract. 8.2 T.E.A.M is responsible for being adequately and properly prepared to execute this Contract. 9. Project Manager. Each Party shall designate an employee or agent to act as a Project Manager. The Project Manager shall serve as contact point for all matters related to this Contract. 8 OF 1 N:\tenip\1numbci2O00-0963\Draft1 OPSEK TEAM December 5,2000 DRAFT DRAFT DRAFT - TOth EitOF - DRAFT1OP'8KC. 10. Non-exclusive Contract. This Contract is non-exclusive, and the County may engage other independent contractors or entities to perform the same work as T.E.A.M performs. This Contract shall not restrict the County from conducting business with competitors of TE.A.M Nothing in this Contract limits or is intended to limit T.E.A.M's right to offer and provide services to the general public or other entities, during or after the term of this Contract. 11. Escalation. 11.1 All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting the Parties will first be submitted to the respective Project Managers. The Project Managers shall promptly meet and confer in an effort to resolve such dispute. If the Project Managers cannot resolve the dispute in thirty (30) days, the dispute will be submitted to the signatories of this Contract or their successors in office. The signatories of this Contract shall promptly meet and confer in an effort to resolve such dispute. 11.2 If the signatories cannot resolve the dispute within 30 days of their first meeting, before initiating other legal action, the Parties agree to submit the dispute to non-binding facilitative mediation, using a mutually agreed upon neutral. The Parties also agree to share equally the costs of mediation. Submitting a dispute to non-binding facilitative mediation shall not be construed or interpreted as limiting the Parties' right to terminate or cancel the Contract (or any part thereof) as provided in Section 14. 12. Termination and/or Cancellation. 12.1 The County may terminate and/or cancel this Contract (or any part thereof) for any reason and at any time upon ninety (90) days written notice to T.E.A.M The effective date for termination or cancellation shall be clearly stated in the written notice. 12.2 The County may terminate and/or cancel this Contract (or any part thereof) at any time during the term, a renewal, or an extension of this Contract, upon thirty (30) days written notice to T.E.A.M, if one of the following occur: (1) the County determines that there has been a change in the governmental need for this Contract; or (2) the purpose of this Contract no longer exists due to any material change in the requirements and/or funding obligations of the County or State; or (3) previously allocated funds to the County have been withdrawn, recaptured, and/or recalculated; or (4) the County, in its judgment, has insufficient funds to continue performance of this Contract. 12.3 T.E.A.M may terminate and/or cancel this Contract (or any part thereof) at anytime upon forty-five (45) days written notice to the County, if the County defaults in any obligation contained herein, and within the forty- 9 OF 1 N:Vempli num ber12000-0963 \Draft 1 OPSCK TEAM December 5,2000 itai-Eaforls-EIRAFIf0P8KCIZt DRAFT DRAFT DRAFT five day notice period the County has failed or has not attempted to cure any such default. The effective date of termination and/or cancellation and the specific alleged default shall be clearly stated in the written notice. 12.4 Consequences of Termination 12.4.1 Absent a material breach or default by T. E.A.M., the County is responsible to pay for each day T.E.A.M provided services according to the capitation rate, pro-rated to reflect the actual days of service, up to and including the termination and/or cancellation date. 12.4.2 Absent a material breach or default by either Party, T.E.A.M agrees to refund to the County one-twelfth of the annual administrative fee for each remaining thirty days of the term of the Contract. 12.4.3 If the County terminates or cancels the Contract as provided herein, the County shall not be liable, under any circumstances, for future loss of income, profits, revenues, or any economic benefit T.E.A.M may have realized but for the termination and/or cancellation of this Contract. 13. Cumulative Remedies. 13.1 A Party's exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 14. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination and/or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by nature: • "Assurances & Warranties"; • "Indemnification/Liability"; "Damage to County Property"; • "Insurance"; • "Audit"; • "Severability"; • "Governing Law/Consent to Jurisdiction and Venue"; and • "Survival of Terms and Conditions". 15. County's Right to Suspend Services. 15.1 Upon written notice, the County may suspend performance of this Contract, if T.E.A.M has failed to comply with Federal, State, or local law or any requirements contained in this Contract. The right to suspend services is in addition to the County's right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to T.E.A.M. if the County suspends services under this Section. 100F NAtemp lnumber 2000-0963‘DraftlOPSCK TEAM December 5,2000 DRAFT DRAFT DRAFT aton DRA OPS .DOC Page '11 15.2 The County shall not be liable for any consequential damages or any loss of business opportunities for T.E.A.M 15.3 The County shall not be obligated to pay T.E.A.M a cancellation or termination fee if this Contract is not renewed, or is cancelled or terminated as provided herein. 16. Contractor's Relationship. T.E.A.M's relationship to the County is that of an independent contractor. TE.A.M and/or T.E.A.M's Employees shall not be deemed agents, representatives, or employees of the County with respect to any activities arising from this Contract. The County and T.E.A.M shall not do any act or make any representation that would depict T.E.A.M or T.E.A.M's Employees as County Agents. Nothing in this Contract shall be construed to create a partnership, joint venture, or agency relationship between the Parties. 17. No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties' rights in this Contract, and/or any other right, in favor of any other person or entity. 18. Indemnification/Liability. 18.1 T.E.A.M shall indemnify and hold the County harmless from any and all Claims which are incurred by or asserted against the County by any person or entity, alleged to have been caused or found to arise, directly or indirectly, from the negligent acts, performances, errors, or omissions of T.E.A.M. or TE.A.M's Employees, including, without limitation, all Claims relating to injury or death of any person or damage to any property. 18.2 TE.A.M shall indemnify and hold the County harmless from any and all Claims arising from any negligence at any T.E.A.M controlled facility where EAP services, including but not limited to individual counseling, are provided and from any Claim for damage to any T.E.A.M property. 18.3 TE.A.M waives and releases all Claims including any subrogated rights it may have against the County based upon any Claim brought against the County suffered by a T.E.A.M Employee. 18.4 The indemnification rights contained in this Contract are excess and over and above any valid and collectible insurance rights/policies. 18.5 T.E.A.M shall have no rights against the County, to or for indemnification • (contractual, equitable, or by implication), contribution, subrogation, and/or any other right to be reimbursed by the County. 19. Damage to County Property. T.E.A.M shall be responsible for any unexpected and/or unnecessary damage to any County property, its premises, or a County Agent that is caused by T.E.A.M or T.E.A.M's Employees. If damage occurs, T.E.A.M shall 11 OF 1 NAtempUnumber12000-09631Draft1 OPSCK TEAM December 5.2000 aftif67-1-1YRArrio"Pti<OIZT DRAFT DRAFT DRAFT make necessary repairs and/or replacements to the damaged property to the satisfaction of the County. If the damage cannot be repaired to the County's satisfaction, T.E.A.M shall reimburse the County the actual cost for repairing or replacing the damage property. 20. Compliance with Laws. Each Party shall comply with all federal, state, and local statutes, lawful ordinances, regulations, insurance policy requirements, and requirements applicable to its activities performed under this Contract, 21. Discrimination. 21.1 T.E.A.M shall not discriminate against a TE.A.M's Employee, an applicant for employment, or another person or entity with respect to hire, tenure, terms, conditions, privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 21.2 T.E.A.M shall promptly notify the County of any complaint or charge filed and/or determination by any Court or administrative agency of illegal discrimination by T.E.A.M relating to this Contract. 21.3 The County, in its discretion, may consider any illegal discrimination described above as a breach of this Contract and may terminate this Contract immediately with written notice. 22. Permits and Licenses. T.E.A.M shall be responsible for obtaining and maintaining throughout the term of this Contract all licenses, permits, certificates, and governmental authorizations necessary to perform all its obligations under this Contract and to conduct business under this Contract. T.E.A.M agrees to post all licenses, permits, certificates and governmental authorizations as required by statute. Upon request by the County or a County Agent," T.E.A.M shall furnish copies of any permit, license, certificate or governmental authorization, 23. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the County. 24. Force Majeure. Each Party shall be excused from additional obligations under this Contract during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control, including, but not limited to, an act of God, war, acts of government (other than the County), fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. T.E.A.M. is expected, through insurance or alternative temporary or emergency service arrangements, to continue its obligations under this Contract in the event of a reasonably anticipated, insurable business risk such as business interruption and/or any insurable casualty or loss. 25. Conflict of Interest. Pursuant to Public Act 317 of 1968, as amended (MCL 15.321, et seq.), no contracts shall be entered into between the County, including all 1201 NAtemp\ !number\ 2000-0963 \Draft! OPSCK TEAM December 5.2000 DRAFT DRAFT DRAFT Toi-h-E6167:-DRATI'OP8KCItit Padi 13 agencies and departments thereof, and any County Agent. To avoid any real or perceived conflict of interest, T.E.A.M, shall identify any T.E.A.M Employee or relative of T.E.A.M's Employees who are presently employed by the County. T.E.A.M. shall give the County written notice if there are any County Agents or relatives of County Agents who are presently employed by T.E.A.M 26. In-Kind Services. This Contract does not authorize any in-kind services, unless previously agreed to by the County and specifically listed herein. 27. Access and Records. 27.1 T.E.A.M will maintain accurate books and records in connection with the services provided under this Contract for 36 months after the end of this Contract. 27.2 Except as required by statute, records relating to the services provided under this Contract to County Agents shall not be released by T.E.A.M to a third party without the written consent of the County Agent. 28. Audit. 28.1 T.E.A.M shall allow the County's Auditing Division or an independent auditor hired by the County to perform finance compliance audits, as appropriate, with the authority to access all pertinent records and interview any T.E.A.M. Employee throughout the term of this Contract and for a period of three years after final payment. Before such audit, the County shall give TE.A.M written notice of the intended audit. Audits shall be at the expense of the County, including expenses that may be incurred in copying and duplicating materials for review. For the convenience of the parties, audits shall be set at a reasonable, mutually agreed-upon time. 28.2 T.E.A.M shall explain any audit finding, questionable costs, or other Contract compliance deficiencies to the County. T.E.A.M must respond and explain to the County or its designated agent within forty-five (45) days of receiving the final audit report. TE.A.M's response shall include all necessary documents and information that refute the final audit report. Failure by T.E.A.M to respond in writing within 45 days shall be deemed acceptance of the final audit report. 28.3 Within 45 days of T.E.A.M's written response, the County shall notify the T.E.A.M in writing of its final determination and position. If the County concludes that T.E.A.M owes any money to the County, the County will notify TE.A.M of the repayment due under the Contract. T.E.A.M. shall repay or credit the County an amount, which the audit found, was paid to T.E.A.M contrary to this Contract. T.E.A.M's repayment or credit must be made within sixty (60) days of written notice by the County that the money was paid contrary to the Contract. 29, Delegation/Subcontract/Assignment 29.1 Except for EAP services made available to County Agents through affiliate 13 OF 1 N:\tcmp\lnumber\2000.0963\DaftIOPSCK TEAM December 5,2000 Toni E6teiei DRAFTTOPSI<C.00t DRAFT DRAFT DRAFT providers, pursuant to the terms and conditions of the contracts between TE.A.M and the affiliate providers, T.E.A.M shall not delegate or subcontract any obligations or rights under this Contract without the prior written consent of the County. 29.2 If an assignment, delegation, or subcontract is made herein, the provisions of the Contract shall bind T.E.A.M, its administrators, representatives, executors, successors, assigns, and subcontractors, and shall insure to the benefit of the County and its assigns. T.E.A.M shall remain liable to the County for any obligations under the Contract not completely performed by any T.E.A.M delegee or subcontractor. 29.3 The rights and obligations under this Contract shall not be diminished in any manner by assignment, delegation or subcontract. 29.4 Any assignment, delegation, or subcontract by T.E.A.M. and approved by the County, must include a requirement that the assignee, delegee, or subcontractor will comply with the rights and obligations contained in this Contract 29.5 This Contract cannot be sold. 30. No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any right or remedy wider this Contract shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Contract. No waiver of any term, condition, or provision of this Contract, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Contract. No waiver by either Party shall subsequently effect its right to require strict performance of this Contract. 31. Severability. If a court of competent jurisdiction finds a term, condition, or provision of this Contract to be illegal or invalid, then the term, condition, or provision shall be deemed severed from this Contract. All other terms, conditions, and provisions of this Contract shall remain in full force. Notwithstanding the above, if T.E.A.M's promise to indemnify or hold the County harmless is found illegal or invalid, T.E.A.M. shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 32. Captions. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Contract are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this Contract. Any use of a noun's singular or plural, or the use of its nominative or possessive case, or any reference to the male, female, or neuter genders, in this Contract shall be deemed the appropriate plurality, case, or gender as the context requires. 33. Notices. Notices given under this Contract shall be in writing and shall be personally 140F 1 NAtemp\ Inumber12000-0963 DraftlOPSCK TEAM December 5,2000 Page 15 DRAFT DRAFT DRAFT delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given when one of the following occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 33.1 If notice is sent to the County: Thomas Eaton, Deputy Director, Personnel Department, Executive Office Building, County Service Center, Pontiac, Michigan 48341. 33.2 If notice is sent to T.E.A.M: Kent Sharkey, Agent, Total Employee Assistance & Management, Inc., 340 E. Big Beaver Rd., Suite 220, Troy, Michigan 48083. 33.3 Either Party may change the address or individual to which notice is sent by notifying the other party in writing of the change. 34. Contract Modifications or Amendments. Any modifications, amendments, rescissions, waivers, or releases to this Contract must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, rescission, waiver, or release shall be signed by an expressly authorized T.E.A.M. Employee and by the same person who signed the Contract for the County or another County Agent as authorized by the Oakland County Board of Commissioners. 35. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim or issue arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the Fiftieth District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgement obtained in such forum or taking action under this Contract to enforce such judgement in any appropriate jurisdiction. 36. Entire Contract. This Contract represents the entire Contract and understanding between the Parties. This Contract supercedes all other oral or written Contracts between the Parties. The language of this Contract shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Contract. The persons signing this Contract on behalf of each party have legal authority to sign this Contract and bind the Parties to the terms and conditions contained herein. 15 OF 1 NAtemp Inumber\ 2000-0963 \DraftlOPSCK TEAM December 5,2000 DRAFT DRAFT DRAFT BY: DATE: srotirEM 1 OPSKCIDOC giv116. FOR TOTAL EMPLOYEE ASSISTANCE AND MANAGEMENT, INC.: appeared in person before me on this date and executed this Contract on behalf of the Contractor and acknowledged to me under oath that: has taken all actions and secured any and all necessary approvals and authorizations and has the requisite authority from the Contractor to fully and completely obligate and bind the Contractor to the terms and conditions of this Contract and any and all other documents incorporated herein by reference. also acknowledged before me having been provided with copies and having read and reviewed all Contract documents incorporated herein. Subscribed and sworn to before me on the day of , 2000, Notary Public County, Michigan My Commission Expires: FOR OAKLAND COUNTY PURCHASING: BY: DATE: Oakland County Purchasing Division BY: DATE: Contract Administrator 16 OF 1 NAtempthiumber \2000-0963 \DraftlOPSCK TEAM December 5,2000 DRAFT DRAFT DRAFT PROFESSIONAL SERVICES CONTRACT BETWEEN TOTAL EMPLOYEE ASSISTANCE AND MANAGEMENT, INC, AND OAKLAND COUNTY GOVERNMENT This Contract is made Contract Date, between the County of Oakland (the County), a Michigan Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan, 48341 and Total Employee Assistance & Management, Inc., a Michigan Corporation, (Michigan Corporate Identification Number 051383), 340 E. Big Beaver Road, Suite 220, Troy Michigan 48083 (T.E.A.M). In this Contract, either the County or T.E.A.M may be referred to individually as a "Party" or jointly as the "Parties." INTRODUCTION A. The purpose of this document is to fully define and describe the agreement between Total Employee Assistance and Management, Inc., and the County by which TE.A.M. agrees to provide an Employee Assistance Program to County agents. B. This Contract is organized and divided into the following sections for the convenience of the Parties: Section 1. Definitions and Contract Documents Section 2. Term Section 3. Scope of Contract/Statement of Work Section 4. County Assurances Section 5. T.E,A.M. Responsibilities Section 6. County Payment Obligation Section 7. Insurance Section 8. Assurances and Warranties Section 9. Project Manager Section 10. Non-Exclusive Contract Section 11. Escalation Section 12. Termination and/or Cancellation Section 13. Cumulative Remedies Section 14 Survival of Terms and Conditions Section 15. County's Right to Suspend Services Section 16. Contractor's Relationship Section 17. No Third Party Beneficiaries Section 18. Indemnification/Liability Section 19. Damage to County Property NAtemp\lnumber\2000-09630raft6PSCK TEAM • I 4 DRAFT DRAFT DRAFT Section 20. Compliance with Laws Section 21. Discrimination Section 22. Permits and Licenses Section 23. Reservation of Rights Section 24. Force Majeure Section 25. Conflict of Interest Section 26. In-Kind Services Section 27. Access and Records Section 28. Audit Section 29. Delegation/Subcontract/Assignment Section 30. No Implied Waiver Section 31. Severability Section 32. Captions Section 33. Notices Section 34. Contract Modifications or Amendments Section 35. Governing Laws/Consent to Jurisdiction and Venue Section 36. Entire Contract 1. Definitions and Contract Documents. The following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular, plural, nominative or possessive, and/or either with or without quotation marks, shall be defined and interp. reted as follows: 1.1 "Contract" means this document and the attachments hereto, including T.E.A.M Employee Assistance Program Description (Exhibit A), which shall be incorporated by reference. Any modifications to this Contract, pursuant to Section 36, shall also be included in the definition of "Contract". In the event of a conflict among the documents comprising this Contract, this document shall prevail over all other documents and attachments. 1.2 "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, its divisions, and "County Agent" as defined below: 1.3 "County Agent" means all elected and appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, employees, third-party contractors, volunteers, representatives, and/or any such persons' successors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them. "County Agent" shall also include any person who was a "County Agent" anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as an Agent. For purposes of receiving services under this Contract, "County Agent" shall also mean County Agents' dependents eligible for benefits under the County's health insurance benefit plans. NAtemp \Inumber\2000-0963 Oraft6PSCK TEAM DRAFT DRAFT DRAFT 1.4 "Claims" means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgements, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the County and/or County Agent, or for which the County and/or County Agent may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such Claim is brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.5 "Day" means any calendar day which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m. 1.6 "T.E.A.M." means Total Employee Assistance & Management, Inc., a Michigan Corporation, Michigan Corporate Identification Number 051383, with offices at 340 E. Big Beaver Road, Suite 220, Troy Michigan 48083 and those within the definition of "T.E.A.M. Employee." 1.7 "T.E.A.M. Employee" means without limitation, any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of T.E.A.M. and also includes any T.E.A.M licensees, concessionaires, contractors, subcontractors, independent contractors, vendors, suppliers, subsidiaries, joint ventures or partners, and/or any such persons, TE.A.M successors or predecessors, employees, (whether such persons act or acted in their personal, representative or official capacities), and/or any and all persons acting by, through, under, or in concert with any of the above. "T.E.A.M Employee" shall also include any person who was a T.E.A.M employee at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. This Contract and operations under this Contract shall commence on STARTDATE, and shall continue through ENDDATE, a period of one year. 2.2 This Contract shall not be effective and binding until: A. Signed by an authorized County Agent of the County Purchasing Division, as indicated on the last page of this Contract, and an authorized TE.A.M Employee, and B. TE.A.M satisfactorily submits all required certificates of insurance to the County. 2.3 The authorized County Agent shall be the final signatory of this Contract. 2. Term. 2.1 NAtemp \lnumber\2000-0963 \Draft6PSCK TEAM DRAFT DRAFT DRAFT 3, Scope of Contract/Statement of Work. T.E.A.M. agrees to operate the County's Employee Assistance Program (EAP). The scope of work is described in Exhibit A and incorporated by reference here. 4. County Assurances. 4.1 The County agrees to pay, according to the terms and conditions of this Contract, at the agreed upon capitation rate of $2.10 per calendar month for each full-time and part-time eligible employee (as defined by the County) for the employee assistance services made available to and/or actually provided to County Agents. 4.2 Subject to County scheduling demands and space availability, the County agrees to provide facilities for T.E.A.M. on-site presentations, training sessions and workshops. 4.3 Subject to applicable law, the County agrees to use reasonable efforts to protect the proprietary nature of the contents of T.E.A.M presentations, training sessions and workshops offered as part of the County EAP program. 4.4 The County agrees to use reasonable efforts to inform its employees and agents of the proprietary nature of T.E.A.M presentations, training sessions and workshops offered as part of the County's Employee Assistance Program. However, the County does not warranty that County employees who participate in T.E.A.M presentations, training sessions and workshops will refrain from disclosing the contents of T.E.A.M.'s presentations, training sessions and workshops when acting in their individual capacity and outside the scope of their employment. 4.5 The County agrees to comply with state and federal laws and regulations regarding the release of confidential information relating to a County Agent who seeks EAP services through T.E.A.M. 5. T.E.A.M. Responsibilities 5.1 T.E.A.M. Employees 5.1.1 T.E.A.M shall employ and assign qualified TIE.A.M Employees as necessary and appropriate to provide the services under this Contract. T.EA.M. shall ensure that all T.E.A.M. Employees have the necessary licenses, permits, certificates, and governmental authorizations as required by law. 5.1.2 TE.A.M. shall solely control, direct and supervise all TE.A.M Employees with respect to all T.E.A.M obligations under this Contract, except that contactors, subcontractors and independent contractors (affiliate providers) utilized by T.E.A.M will be managed pursuant to the terms and conditions of their individual contracts. T.E.A.M shall provide all job specifications, necessary materials and equipment required to complete any services under this Contract NAtempUnumber12000-0963\Draft6PSCK TEAM DRAFT DRAFT DRAFT 5.1.3 T.E.A.M shall hold all T.E.A.M. Employees to the standards of professional conduct set by the State's Professional Licensing Board for the discipline in which the TEA. M. Employee is licensed, and/or to the established code of conduct set by the national association for the discipline in which a TEA.M Employee holds credentials. 5.1.4 T.E.A.M is solely responsible for all taxes, costs, fees, and/or liabilities associated with TEA.M Employees. 5.1.5 All T.E.A.M Employees shall wear and display appropriate county-provided identification at all times while working on County premises. 5.1.6 All T.E.A.M Employees assigned to perform work under this Contract may, at the County's discretion, be subject to a security check and clearance by the County, including but not limited to a LEIN check performed by an authorized County Agent. 5.1.7 The County retains the right to require that any TE.A.M employee who fails to pass the security check to the County's satisfaction be removed from any role in presentations, training sessions, workshops or programs, whether group or individual, offered to County employees. 5.2 Promotional Materials. 5.2.1 T.E.A.M shall develop and provide promotional materials and information to County Agents regarding EAP services. 5.2.2 The County agrees to distribute such materials to County Agents by any method it deems suitable. 5.3 Facilities. 5.3.1 T.E.A.M shall make suitable off-site facilities available for individual, group and family counseling. 5.3.2 TE.A.M shall maintain such facilities in good repair and in a manner consistent with the confidential and therapeutic nature of the services provided. 5.4 Experimental Methods. 5.4.1 TE.A.M shall refrain from employing experimental treatment and/or intervention methods and/or from conducting scientific research involving human subjects without first advising the County, in writing, of its intent to use such methods and/or to perform such research and without the express written consent of the County Agent, obtained after fully advising the individual of the potential benefits and risks associated with use of the method or participation in the study. NAtemp\Inumber12000-09630raft6PSCK TEAM DRAFT DRAFT DRAFT 5.4.2 Written notice to the County shall be provided at least sixty days before the date set to initiate the experimental intervention or treatment method or the scientific research. 5.4.3 The County retains the right to require that any proposed use of experimental methods and/or research be submitted to an ethical review board for approval at any time before or during its term. 5.4.4 A County Agent who refuses to participate in any experimental treatment or intervention method or scientific study shall continue to be eligible for EAP services under this Contract and shall suffer no penalty or discrimination for refusing to participate. 5.4.5 The limitations on the use of experimental treatment methods and/or interventions and/or scientific research involving human subjects set forth in this Contract do not preclude T.E.A.M from conducting retrospective analyses of services provided under this Contract based on clinical records and/or documents. 5.5 Participant Information. TE.A.M shall refrain from disclosing confidential information that relates to an individual participant without the express written consent and authorization of the participant except as permitted by federal or state statute. 5.6 Program Information. T.E.A.M. shall, within 20 days of the end of each program quarter for which it provides EAP services to the County, submit a detailed summary of services provided to County Agents. The summary shall be submitted in the form requested by the County but shall not include information that would permit the identification of individual County Agents. 6. County Payment Obligations. 6.1 Except as otherwise expressly provided in this Contract, the County agrees to pay T.E.A.M for any and all T.EA.M services rendered pursuant to this Contract as follows: (A) The County agrees to pay T.E.A.M. the amount of $2.10 per calendar month for each full-time and part-time eligible County employee, as defined by the County, during the term of this Contract. (B) In addition, the County agrees to pay T.E.A.M an annual administrative fee equal to 15% of the total annual fee for all eligible County employees. The County agrees to pay this amount at the beginning of the Contract period. (C) Payment, other than the administrative fee described in 6(B) above, shall be due and paid to T.EA.M on a quarterly basis in advance of the beginning of each quarter according to the following conditions: N:\temp\Inumber\2000-0963\DraI16PSCK TEAM DRAFT DRAFT DRAFT On or about the 15th day of April, July, October and January during the term of this Contract, the County shall provide TEA.M with the number of full-time eligible and part-time eligible employees, as described above, on the County payroll at the end of the pay closest to the end of the previous calendar quarter. (ii) On receipt of the number of full-time and part-time eligible employees, T.EA.M. shall prepare and submit an invoice to the County for the forth- coming calendar quarter based on the amounts described in 6.1(A) and 6.1(B) (above). (iii) The County shall be obligated to pay and reimburse T.E.A.M., except as otherwise provided herein, the invoiced sum within 30 days following receipt of the invoice by the County. (iv) If an invoice contains an incorrect or unreasonable amount due and owing, the County shall advise T.E.A.M. in writing of the disputed amount and the reasons for the dispute. The County may subtract the .disputed amount from future payments until T.E.A.M. is able to satisfy the County that the disputed amount is actually due and owing. There are no penalties or fees for late payments by the County. 6.2 The County has the right to offset any amounts due and owing to T.E.AM. should the County incur any costs associated with this Contract that are the obligations of T.E.A.M. under this Contract. 6.3 In addition to the above, the parties agree that T.EA.M. may design and develop, and Accounting may purchase, promotional materials prepared by TEA.M. for the County's use and distribution in connection with TE.A.M services. The purchase and payment of any such promotional materials shall be accomplished through a written amendment to this Contract. 6.4 Except as provided in this Contract, the County is not responsible for any cost, fee, fine or penalty incurred by T.EA.M in providing services under this Contract. 7. Insurance. 7.1 T.E.A.M. agrees to maintain Professional Liability insurance covering counseling and administrative services provided by TE.A.M under this Contract. Insurance coverage shall include the corporation, its employees, and independent contractors. The coverage shall be for a minimum of $1,000,000.00 per occurrence and a $3,000,000 annual aggregate. (i) NAtemp\inumber\2000-0963\Draft6PSCK TEAM DRAFT DRAFT DRAFT T.E.A.M agrees to provide a certified true copy of the actual policy prior to inception of this Contract. TE.A.M also agrees to provide a Certificate of Insurance naming the County of Oakland as a certificate holder prior to inception of this Contract. 7.2 T.E.A.M shall also obtain and maintain in force during the term of this Contract: A. Commercial General Liability insurance equivalent to ISO Form CG00010196, or the following, as minimum requirements. The insurance shall be for a minimum of $1,000,000.00 combined single limit per occurrence and $3,000,000.00 annual aggregate. (i) Premises/Operations. (ii) T.E.A.M shall require that all professional contractual persons serving County Agents under this Contract are covered by professional liability insurance in the amount of at least $1,000,000.00 per occurrence and $1,000,000.00 annual aggregate. (iii) (Blanket) Broad Form Contractual (iv) Personal Injury. B. Workers Compensation as required by law. Employer's liability in the minimum amount of $100,000. 8. Assurances and Warranties. 8.1 T.E.A.M warrants that before submitting its proposal and/or entering into this Contract, it reviewed all County requirements and/or expectations under this Contract, had the opportunity to inspect the site(s) for the work under this Contract and reviewed all work requirements and/or expectations under this Contract. 8.2 T.E.A.M is responsible for being adequately and properly prepared to execute this Contract. 9. Project Manager. Each Party shall designate an employee or agent to act as a Project Manager. The Project Manager shall serve as contact point for all matters related to this Contract. 10. Non-exclusive Contract. This Contract is non-exclusive, and the County may engage other independent contractors or entities to perform the same work as T.E.A.M performs. This Contract shall not restrict the County from conducting business with competitors of T.E.A.M Nothing in this Contract limits or is intended to limit T.E.A.M. 's right to offer and provide services to the general public or other entities, during or after the term of this Contract. 11. Escalation. 11.1 All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting NAtemp \lnumber\2000-0963 \Draft6PSCK TEAM DRAFT DRAFT DRAFT the Parties will first be submitted to the respective Project Managers. The Project Managers shall promptly meet and confer in an effort to resolve such dispute. If the Project Managers cannot resolve the dispute in thirty (30) days, the dispute will be submitted to the signatories of this Contract or their successors in office. The signatories of this Contract shall promptly meet and confer in an effort to resolve such dispute. 11.2 If the signatories cannot resolve the dispute within 30 days of their first meeting, before initiating other legal action, the Parties agree to submit the dispute to non-binding facilitative mediation, using a mutually agreed upon neutral. The Parties also agree to share equally the costs of mediation. Submitting a dispute to non-binding facilitative mediation shall not be construed or interpreted as limiting the Parties' right to terminate or cancel the Contract (or any part thereof) as provided in Section 14. 12. Termination and/or Cancellation. 12.1 The County may terminate and/or cancel this Contract (or any part thereof) for any reason and at any time upon ninety (90) days written notice to T.E.A.M The effective date for termination or cancellation shall be clearly stated in the written notice. 12.2 The County may terminate and/or cancel this Contract (or any part thereof) at any time during the term, a renewal, or an extension of this Contract, upon thirty (30) days written notice to T.E.A.M, if one of the following occur: (1) the County determines that there has been a change in the governmental need for this Contract; or (2) the purpose of this Contract no longer exists due to any material change in the requirements and/or funding obligations of the County or State; or (3) previously allocated funds to the County have been withdrawn, recaptured, and/or recalculated; or (4) the County, in its judgment, has insufficient funds to continue performance of this Contract. 12.3 T.E.A.M may terminate and/or cancel this Contract (or any part thereof) at anytime upon forty-five (45) days written notice to the County, if the County defaults in any obligation contained herein, and within the forty- five day notice period the County has failed or has not attempted to cure any such default. The effective date of termination and/or cancellation and the specific alleged default shall be clearly stated in the written notice. 12.4 Consequences of Termination 12.4.1 Absent a material breach or default by T.EA.M, the County is responsible to pay for each day T.E.A.M provided services according to the capitation rate, pro-rated to reflect the actual days of service, up to and including the termination and/or cancellation date. 12.4.2 Absent a material breach or default by either Party, T.E.A.M agrees to refund to the County one-twelfth of the annual NAtempUnumber\2000-0963\Draft6PSCK TEAM DRAFT DRAFT DRAFT administrative fee for each remaining thirty days of the term of the Contract. 12.4.3 If the County terminates or cancels the Contract as provided herein, the County shall not be liable, under any circumstances, for future loss of income, profits, revenues, or any economic benefit T.EA.M. may have realized but for the termination and/or cancellation of this Contract. 13. Cumulative Remedies. 13.1 A Party's exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 14. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination and/or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by nature: • "Assurances & Warranties"; • "Indemnification/Liability"; • "Damage to County Property"; • "Insurance"; • "Audit"; • "Severability"; • "Governing Law/Consent to Jurisdiction and Venue"; and • "Survival of Terms and Conditions". 15. County's Ri2ht to Suspend Services. 15.1 Upon written notice, the County may suspend performance of this Contract, if TE.A.M has failed to comply with Federal, State, or local law or any requirements contained in this Contract. The right to suspend services is in addition to the County's right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to T.E.A.M if the County suspends services under this Section. 15.2 The County shall not be liable for any consequential damages or any loss of business opportunities for TE.A.M 15.3 The County shall not be obligated to pay TE.A.M a cancellation or termination fee if this Contract is not renewed, or is cancelled or terminated as provided herein. 16. Contractor's Relationship. T.E.A.M 's relationship to the County is that of an independent contractor. TE.A.M and/or T.E.A.M's Employees shall not be deemed agents, representatives, or employees of the County with respect to any activities arising from this Contract. The County and T.E.A.M shall not do any act or make any representation that would depict TE.A.M or T.E.A.M's NAtemp\Inumber1200C1-09631Draft6PSCK TEAM DRAFT DRAFT DRAFT Employees as County Agents. Nothing in this Contract shall be construed to create a partnership, joint venture, or agency relationship between the Parties. 17. No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties' rights in this Contract, and/or any other right, in favor of any other person or entity. 18. Indemnification/Liability. 18.1 T.E.A.M shall indemnify and hold the County harmless from any and all Claims which are incurred by or asserted against the County by any person or entity, alleged to have been caused or found to arise, directly or indirectly, from the negligent acts, performances, errors, or omissions of T.E.A.M. or TEA.M 's Employees, including, without limitation, all Claims relating to injury or death of any person or damage to any property. 18.2 TE.A.M shall indemnify and hold the County harmless from any and all Claims arising from any negligence at any T.E.A.M controlled facility where EAP services, including but not limited to individual counseling, are provided and from any Claim for damage to any T.E.A.M property. 18.3 T.E.A.M waives and releases all Claims including any subrogated rights it may have against the County based upon any Claim brought against the County suffered by a T.E.A.M Employee. 18.4 The indemnification rights contained in this Contract are excess and over and above any valid and collectible insurance rights/policies. 18.5 T.E.A.M shall have no rights against the County, to or for indemnification (contractual, equitable, or by implication), contribution, subrogation, and/or any other right to be reimbursed by the County. 19. Damage to County Property. T.E.A.M. shall be responsible for any unexpected and/or unnecessary damage to any County property, its premises, or a County Agent that is caused by T.E.A.M. or TE.A.M.'s Employees. If damage occurs, TE.A.M shall make necessary repairs and/or replacements to the damaged property to the satisfaction of the County. If the damage cannot be repaired to the County's satisfaction, T.E.A.M shall reimburse the County the actual cost for repairing or replacing the damage property. 20. Compliance with Laws. Each Party shall comply with all federal, state, and local statutes, lawful ordinances, regulations, insurance policy requirements, and requirements applicable to its activities performed under this Contract. 21. Discrimination. 21.1 T.E.A.M shall not discriminate against a T.E.A.M.'s Employee, an applicant for employment, or another person or entity with respect to hire, NAtemp\Inumbcr12000-0963Draft6PSCK TEAM e DRAFT DRAFT DRAFT tenure, terms, conditions, privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 21.2 T.E.A.M shall promptly notify the County of any complaint or charge filed and/or determination by any Court or administrative agency of illegal discrimination by T.E.A.M. relating to this Contract. 21.3 The County, in its discretion, may consider any illegal discrimination described above as a breach of this Contract and may terminate this Contract immediately with written notice. 22. Permits and Licenses. T.E.A.M shall be responsible for obtaining and maintaining throughout the term of this Contract all licenses, permits, certificates, and governmental authorizations necessary to perform all its obligations under this Contract and to conduct business under this Contract. TE.A.M agrees to post all licenses, permits, certificates and governmental authorizations as required by statute. Upon request by the County or a County Agent," T.E.A.M shall furnish copies of any permit, license, certificate or governmental authorization. 23. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the County, 24. Force Majeure,. Each Party shall be excused from additional obligations under this Contract during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control, including, but not limited to, an act of God, war, acts of government (other than the County), fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. T.E.A.M is expected, through insurance or alternative temporary or emergency service arrangements, to continue its obligations under this Contract in the event of a reasonably anticipated, insurable business risk such as business interruption and/or any insurable casualty or loss. 25. Conflict of Interest. Pursuant to Public Act 317 of 1968, as amended (MCL 15.321, et seq.), no contracts shall be entered into between the County, including all agencies and departments thereof, and any County Agent. To avoid any real or perceived conflict of interest, T.E.A.M shall identify any T.E.A.M Employee or relative of T.E.A.M's Employees who are presently employed by the County. TEAM shall give the County written notice if there are any County Agents or relatives of County Agents who are presently employed by T.EA.M 26. In-Kind Services. This Contract does not authorize any in-kind services, unless previously agreed to by the County and specifically listed herein. 27. Access and Records. • 27.1 TEA.M will maintain accurate books and records in connection with the services provided under this Contract for 36 months after the end of this Contract. NAtempUnumber\2000-09631Draft6PSCK TEAM DRAFT DRAFT DRAFT 27.2 Except as required by statute, records relating to the services provided under this Contract to County Agents shall not be released by T.E.A.M to a third party without the written consent of the County Agent. 28. Audit. 28.1 T.E.A.M shall allow the County's Auditing Division or an independent auditor hired by the County to perform finance compliance audits, as appropriate, with the authority to access all pertinent records and interview any T. E.A.M Employee throughout the term of this Contract and for a period of three years after final payment. Before such audit, the County shall give T.EA.M written notice of the intended audit. Audits shall be at the expense of the County, including expenses that may be incurred in copying and duplicating materials for review. For the convenience of the parties, audits shall be set at a reasonable, mutually agreed-upon time. 28.2 TE.A.M shall explain any audit finding, questionable costs, or other Contract compliance deficiencies to the County. T.E.A.M must respond and explain to the County or its designated agent within forty-five (45) days of receiving the final audit report. TE.A.M. 's response shall include all necessary documents and information that refute the final audit report. Failure by TE.A.M to respond in writing within 45 days shall be deemed acceptance of the final audit report. 28.3 Within 45 days of T.E.A.M's written response, the County shall notify the T. E.A.M in writing of its final determination and position. If the County concludes that TE.A.M owes any money to the County, the County will notify TE.A.M of the repayment due under the Contract. 7:E.A.M shall repay or credit the County an amount, which the audit found, was paid to T.E.A.M contrary to this Contract. T.E.A.M's repayment or credit must be made within sixty (60) days of written notice by the County that the money was paid contrary to the Contract. 29. Delegation/Subcontract/Assignment. 29.1 Except for EAP services made available to County Agents through affiliate providers, pursuant to the terms and conditions of the contracts between TE.A.M and the affiliate providers, T.E.A.M shall not delegate or subcontract any obligations or rights under this Contract without the prior written consent of the County. 29.2 If an assignment, delegation, or subcontract is made herein, the provisions of the Contract shall bind T.E.A.M, its administrators, representatives, executors, successors, assigns, and subcontractors, and shall insure to the benefit of the County and its assigns. TEA. M shall remain liable to the County for any obligations under the Contract not completely performed by any T.E.A.M. delegee or subcontractor. 29.3 The rights and obligations under this Contract shall not be diminished in any manner by assignment, delegation or subcontract. N:\temp\lnumber\2000-0963\DraII6PSCK TEAM DRAFT DRAFT DRAFT 29.4 Any assignment, delegation, or subcontract by T. E.A.M and. approved by the County, must include a requirement that the assignee; delegee, or subcontractor will comply with the rights and obligations contained in this Contract 29.5 This Contract cannot be sold. 30. No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any right or remedy under this Contract shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Contract. No waiver of any term, condition, or provision of this Contract, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Contract. No waiver by either Party shall subsequently effect its right to require strict performance of this Contract. 31. Severability. If a court of competent jurisdiction finds a term, condition, or provision of this Contract to be illegal or invalid, then the term, condition, or provision shall be deemed severed from this Contract. All other terms, conditions, and provisions of this Contract shall remain in full force. Notwithstanding the above, if T.E.A.M.' s promise to indemnify or hold the County harmless is found illegal or invalid, T.E.A.M shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 32. Captions. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Contract are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this Contract. Any use of a noun's singular or plural, or the use of its nominative or possessive case, or any reference to the male, female, or neuter genders, in this Contract shall be deemed the appropriate plurality, case, or gender as the context requires. 33. Notices. Notices given under this Contract shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given when one of the following occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 33.1 If notice is sent to the County: Thomas Eaton, Deputy Director, Personnel Department, Executive Office Building, County Service Center, Pontiac, Michigan 48341. 33.2 If notice is sent to TE.A.M.: Kent Sharkey, Agent, Total Employee Assistance & Management, Inc., 340 E. Big Beaver Rd., Suite 220, Troy, Michigan 48083. 33.3 Either Party may change the address or individual to which notice is sent by notifying the other party in writing of the change. N:\temp\lnumber\2000-0963\DraIt6PSCK TEAM DRAFT DRAFT DRAFT 34. Contract Modifications or Amendments. Any modifications, amendments, rescissions, waivers, or releases to this Contract must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, rescission, waiver, or release shall be signed by an expressly authorized T.E.A.M Employee and by the same person who signed the Contract for the County or another County Agent as authorized by the Oakland County Board of Commissioners. 35. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim or issue arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the Fiftieth District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgement obtained in such forum or taking action under this Contract to enforce such judgement in any appropriate jurisdiction. 36. Entire Contract. This Contract represents the entire Contract and understanding between the Parties. This Contract supercedes all other oral or written Contracts between the Parties. The language of this Contract shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Contract. The persons signing this Contract on behalf of each party have legal authority to sign this Contract and bind the Parties to the terms and conditions contained herein. N:\temp\inumber\2000-09631Draft6PSCK TEAM DRAFT DRAFT DRAFT FOR TOTAL EMPLOYEE ASSISTANCE AND MANAGEMENT, INC.: BY: DATE: appeared in person before me on this date and executed this Contract on behalf of the Contractor and acknowledged to me under oath that: has taken all actions and secured any and all necessary approvals and authorizations and has the requisite authority from the Contractor to fully and completely obligate and bind the Contractor to the terms and conditions of this Contract and any and all other documents incorporated herein by reference. also acknowledged before me having been provided with copies and having read and reviewed all Contract documents incorporated herein. Subscribed and sworn to before me on the day of , 2000. Notary Public County, Michigan My Commission Expires: FOR OAKLAND COUNTY PURCHASING: BY: DATE: Oakland County Purchasing Division BY: DATE: Contract Administrator NAtemp\Inumber\2000-0963 Oraft6PSCK TEAM Exhibit A T.E.A.M. Employee Assistance Scope and Description of Services for Oakland County by TOTAL EMPLOYEE ASSISTANCE & MANAGEMENT 1(800)448-TEAM The following components of the T.E.A.M Employee Assistance Program (EAP) shall be available to County Employees: I. EMPLOYEE SERVICES A. EMPLOYEE ORIENTATIONS 1. T.E.A.M will provide all employees with a brief (30 minute) EAP orientation, held on-site with flexible scheduling. Orientation will be provided at the initiation of the program and replicated at least semi- annually to accommodate new employees 2. T.E.A.M will introduce all features of the County's EAP, identifying how employees/ dependents can access the different counseling and support services, and educating employees on how the short-term counseling process is similar to working with a coach. 3. T.E.A.M will educate employees on the progressive nature of substance abuse and personal problems, while stressing the need for resolving personal problems early on. T.E.A.M will also discuss the EAP short- term counseling process, where, in 1999, 89% of EAP clients' personal concerns were managed within the EAR B. 24 HOUR NATIONAL CRISIS LINE NUMBER: 1(800)448-TEAM A therapist can be reached 24 hours a day, 365 days a year, to assist with urgent problems of an emotional nature. The crisis number will be listed on all promotional material distributed to employees or displayed at the workplace. There is no cost to the employee/dependent for this call. C. CRITICAL INCIDENT STRESS MANAGEMENT If the County and/or County employees experience a critical incident at the worksite (e.g., workplace violence, suicide, natural disaster, fatality), T.E.A.M will provide an immediate, on-site response effort to reduce the possibility of post-traumatic stress, normalize reactions to the incident, provide continued support/counseling to those affected, and provide management/union consultation to prevent recurrence and reduce overall long-term effects. DRAFT NAtemp\lnumber12000-0963\Draft3ExhibitA DRAFT D. PROBLEM ASSESSMENT 1. TE.A.M will provide County employees and their dependents with individual, couple, or family problem assessment and evaluation to help them objectively identify the root cause of an issue which may be interfering with their lives, define its nature and scope, develop a prudent course of action, and learn how the EAP can be used to assist them toward a resolution. 2. T.EA.M. does not provide psychiatric service, psychological testing, detoxification, long term psychotherapy, specialized mental health treatment for autism, dyslexia or mental retardation, child psychiatric services/testing, or inpatient, semi-residential or halfway house services for chemical dependency or mental health problems. E. SHORT-TERM COUNSELING . EAP managed-care, short-term counseling for mental health and/or substance abuse is available for employees/family members at mutually convenient times and locations. In-person counseling services are provided by local, experienced, state-licensed/certified master level counselors through a systematic four stage process: a. Assessing-clarifying the core problem. b. Identifying solutions and alternatives. c. Developing a plan of action. d. Implementing the plan while making adjustments. 3. TE.A.M will provide short-term counseling in cases where an employee's problem(s) can be managed appropriately within a short-term period. By conducting the short-term counseling, employees do not access their healthcare benefits and avoid unnecessary costs and usage of their healthcare insurance, thus providing employees with an affordable means for resolving their personal concerns. 4. T.E.A. M. will respond to all County employee calls or requests for assistance. This may include telephone consultation and/or meeting at one of the EAP counseling offices. 5. Counseling sessions will be available by appointment. Times will be scheduled to accommodate the needs of employees/dependents in a timely manner, except for the following holidays, Christmas, Christmas Eve, New Year's Day, Easter, memorial Day, Independence Day, Labor Day, Thanksgiving and Thanksgiving Friday. However crisis management services will be available at all times T.EA.M. Employee Assistance N:\temp\lnumbcr\.20000963\DraIt3ExhibitA DRAFT DRAFT DRAFT F. WORK/LIFE FOCUS As the focus of today's work environment promotes the balancing of career and personal life commitments, T.E.A.M provides support and assistance to employees, as well as referrals to community agencies and resources, on issues relating to: • Child Care • Elder/Dependent Care • Legal Concerns • Financial Resources. G. PERSONAL AND PROFESSIONAL DEVELOPMENT For County employees interested in self-improvement or professional development, T.E.A.M will help employees and managers with goal setting, career focus, improved communication skills and others areas associated with personal/ professional growth. H. COST-EFFECTIVE TREATMENT REFERRALS 1. For individuals requiring extended counseling, cost-effective treatment referrals will be made to the least restrictive level of care, within existing PPO networks, based on the individual's ability to pay, and through healthcare benefits available. Referrals will utilize no-cost community resources or adjustable fee-rate (low cost) agencies when possible. 2. T.E.A.M will make referrals to treatment organizations that demonstrate quality and cost-effective care, thus minimizing inappropriate costs for healthcare benefits. TEA.M becomes a cost-containment tool by managing the substance abuse and emotional healthcare benefits. 3. T. E.A.M. is not responsible for providing County employees with insurance verification. 4. T.E.A.M. is not responsible for any treatment costs or any other costs associated with counseling and/or treatment rendered by or through community-based treatment providers. I. UTILIZATION OF COMMUNITY RESOURCES T.EA.M. will refer County employees in need of no cost and low cost services to community-based resources and/or services. T.E.A.M. Employee Assistance N:\temp\lnumber\2000-0963\Drafl3ExhibitA DRAFT DRAFT DRAFT J. CLIENT CASE MANAGEMENT 1. Case management is provided by a T.E.A.M counselor when a referral is made out of the TE.A.M system to specialized counseling services. The therapist will provide follow-up to ensure a smooth transition of services, insuring that the client's personal needs are being resolved in a quality and cost-appropriate manner. 2. When appropriate, TE.A.M will assist employees returning to work, helping them formulate a consistent, long-term, personalized recovery plan. 3. T.E.A.M. will provide individual case management and advocacy services for chemical abuse/dependency and mental health problems. K. CLIENT FOLLOW-UP The T.E.A.M counselor will follow-up with those employees/dependents who utilize T.E.A.M 's services, to ensure that all employee needs have been met. L. DOT SAP COMPLIANCE SERVICES T.EA.M will provide Substance Abuse Professional (SAP) regulation services for County employees who fall under the substance abuse monitoring guidelines established by the Department of Transportation (DOT). M. T.E.A.M. TRAINING & SEMINARS The following is a partial list of custom-designed workplace trainings and seminars provided at an additional fee, based on the scope of the training. The fee for such trainings and seminars is in addition to the fee paid for EAP services on a per employee, per month basis and the annual administrative fee. * Sexual Harassment Awareness * The Trap of Substance Abuse * Effective Communication Skills * Conflict Resolution * Team Building * DOT Drug & Alcohol Regs. * Parenting the Adolescent * Wellness * Helping Supervisors * Could You Cope with Loss * Coping With Change * Lifestyle Stress Management * Single Parenting Today * Divorce in the Family * Violence in the Workplace * Constructive Confrontation * Life After Retirement * Maintaining a Positive Attitude * Relationship Enhancement * Dealing with Depression * Drug Free Workplace * Workplace Diversity Awareness T.EA.M. Employee Assistance N:\temp\1 number\ 2000-0963 \Draft3ExhibitA DRAFT DRAFT DRAFT DRAFT DRAFT DRAFT II. MANAGEMENT SERVICES A. ORGANIZATIONAL ASSESSMENT PRIOR TO IMPLEMENTATION 1. T.EA.M. will consult with key personnel to ensure compatibility and proper integration of EAP services with existing healthcare benefits, goals, and organizational policies and procedures prior to initiating the service and before any Contract renewal and/or extension. 2. T.E.A.M will consult in the development of any employee drug-testing programs and/or evaluate current Drug-Free Workplace policies, while integrating such policies into the County's Employee Assistance Program. 3. T.E.A.M will provide EAP liaisons to work with the County's Benefits Administrators and other key personnel. This crucial communication link insures that the employees actively participate in your EAP, and that your employees and organization achieve the best possible EAP results. Program customizing will be addressed at this time. 4. T.E.A.M will help assess organizational culture and special employee demographic considerations, and then integrate them into the County's EAR County objectives will be incorporated at this time, addressing any historical or unique erhployee problems experienced, such as high benefit usage, substance abuse, stress, divorce, or work place violence. B. MANAGEMENT TRAINING 1. "Effective Assistance with Employee Personal Problems" T.EA.M will orient and train managers, supervisors and key personnel on-site. Training, available in three levels, includes: the manager, supervisor or key personnel role when dealing with and assisting troubled employees, constructive confrontation of substance abuse and performance problems in the work place, and effective interpersonal assistance strategies. 2. Such training will be replicated semi-annually to accommodate new managers. C. MANAGEMENT CONSULTATION 1. T.E.A.M provides unlimited consultation and intervention to managers, supervisors, or key personnel confronted with an employee's substance abuse or work performance problem. These confidential consultations can help managers, supervisors, or key personnel deal with troubled employees and difficult situations in the most effective manner. TE.A.M. Employee Assistance NAtempUnumben2000-09631Dra1t3ExhibitA 2. TE.A.M. provides consultation for managers, supervisors or key personnel with employees who are under "Last Chance" or "Return-To-Work" guidelines, often in the case of employee substance abuse problems. 3. EAP "coaching" is provided to management and key personnel who may be experiencing confusion, frustration, or personal distress as a result of an employee's personal performance problem and/or situation. D. MANAGEMENT WORK PERFORMANCE REFERRAL T.E.A.M provides a formal referral process for management and/or human resources to refer an employee who is at risk of termination due to personal work performance problems or company policy violations. This provides management with direct feedback regarding an employee's motivation toward resolving his/her work performance problem, and provides the employee with an opportunity to help him/herself. Formal referrals provide management and union leadership with a clear method of helping employees get back on track. E. MANAGEMENT ASSISTANCE PROGRAM For those employees who may have a difficult time asking for assistance due to their position in the County, EAP management intervention is available. F. EAP COMMITTEE MEETINGS T.E.A.M's account representative will participate with any County LAP committees to optimize the utilization of the EAP through the exchange of information on the program and creative innovations. TE.A.M has found this joint EAP effort to be a very beneficial process in organizations for which we currently provide EAP services. G. EAP ANALYSIS AND T.E.A.M. UTILIZATION REPORTS 1. TE.A.M will provide quarterly EAP statistical managed care reports, utilization rates and demographics. TE.A.M also will identify employee problem areas that have become apparent during the quarter. This will allow the County to implement corrective measures for resolving repetitive organizational problem/concern areas. 2. The information will include: a) The number of County employees using the T.E.A.M EAT'. b) The number of client contacts. c) Demographics regarding the clients and types of problems identified. d) Number and types of referral made. T.E.A.M. Employee Assistance NAtemp \Inumber12000-0963 Oraft3ExhibitA DRAFT DRAFT DRAFT 2. T.E.A.M will provide clear feedback about the County's employee population in an absolutely confidential manner. All report information is non-descriptive and maintains the confidentiality and anonymity of EAP clients. These reports can be generated by individual facility and/or by company. III. EAP PROMOTIONAL MATERIALS The development of promotional materials by TE.A.M, and their purchase by the County shall be accomplished by written amendment to the Contract. A. EAP POSTERS T.EA.M will provide EAP promotion posters for display in employee work and break areas, to prompt employees to initiate early resolution of personal problems. A wide variety of common personal problems and self- improvement topics are addressed in the poster series. B. INFORMATION LEAFLETS T.E.A.M will provide brochures that describe a variety of employee personal problems and solutions, explaining how to use the EAP to assist the employee/family member in resolving the problems before they become crises. C. 71E.A.M. MAGNETS T.E.A.M refrigerator magnets are available to all employees for easy access at home to TE.A.M's services. D. NEWSLETTER ARTICLES T.E.A.M will supply articles for inclusion in company newsletters on a periodic basis, on topics including T.E.A.M services, wellness, human interest, and self- help. E. EMPLOYEE PAYROLL INSERTS T.E.A.M offers inserts for inclusion in employee payroll distributions, as a way to communicate information to employees and family members on different issues. F. HEALTHCARE CARD STICKERS Stickers with T.E.A.M' s 1-800 number are available to affix to employee/dependent insurance cards for easy access to services. T.E.A.M. Employee Assistance NAtemp\Inumber\2000-0963Draft3ExhibitA DRAFT DRAFT DRAFT ' * Resolution #00301 November 30, 2000 The Vice Chairperson referred the resolution to the Finance Committee. There were no objections. FISCAL NOTE (M.R. #00301) December 14, 2000 BY: FINANCE COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON IN RE: PERSONNEL - EMPLOYEE ASSISTANCE PROGRAM 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. The resolution authorizes the personnel department to enter into an agreement with Total Employee Assistance & Management (T.E.A.M.) to provide Employee Assistance Program (EAP) services. 2. The resolution will delete one Proprietary Revenue (PR) funded Personnel Analyst II position (#15525-01898) in Personnel/Employee Relations/Training to partially offset the cost of this proposal effective December 30, 2000. 3. The funding for T.E.A.M. services during the remainder of FY2001 will be partially offset by the deletion of the Personnel Analyst II position with the remaining funding to be transferred from contingency. This will include $80,960 for services and $12,144 in administrative fees for a total of $93,104. 4. The annual cost in FY2002 for this proposal will include $97,146 for services and $14,572 in administrative fees for a total of $111,718. 5. The following amendment be made to the Fiscal Year 2001 and 2002 adopted budget: 15-525678-53000-2001 15-525678-53000-2075 15-525678-53000-3292 90-290000-25000-2564 15-525678-53000-3348 Salary Fringe Benefits Mileage Contingency Professional Services FY2001 FY2002 ($56,235) ($56,235) ($18,967) ($18,967) ($1,000) ($1,000) ($16,902) ($35,516) $93,104 $111,718 0 FINANACE COMMITTEE FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Palmer absent. 2/fs10-0 Resolution #00301 December 14, 2000 Moved by Taub supported by Law the resolutions on the Consent Agenda be adopted, with the accompanying reports being accepted. AYES: Buckley, Causey-Mitchell, Colasanti, Coleman, Dingeldey, Douglas, Galloway, Gregory, Jensen, Law, McCulloch, McPherson, Melton, Millard, Moffitt, Obrecht, Palmer, Patterson, Sever, Suarez, Taub, Amos, (22) NAYS: None (0) A sufficient majority having voted therefor, the resolutions on the Consent Agenda were adopted, with accompanying reports accepted 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 December 14, 2000 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 14ii dayief December, 2000. G. William Caddell, County Clerk