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HomeMy WebLinkAboutResolutions - 2002.12.12 - 26774, December 12, 2002 MISCELLANEOUS RESOLUTION # 02323 BY: Personnel Committee, Nancy Dingeldey, Chairperson IN RE: PERSONNEL DEPARTMENT - THREE YEAR EXTENSION OF CONTRACT WITH TOTAL EMPLOYEE ASSISTANCE & MANAGEMENT, INC. (T.E.A.M.) To the Oakland County Board of Commissioners Chairperson, Ladies, and Gentlemen: WHEREAS Oakland County has utilized Total Employee Assistance & Management, Inc. (T.E.A.M.) to provide employee assistance services to the County's full-time and part-time eligible employees since January 1, 2000; and WHEREAS T.E.A.M. has provided this service for the past two years with no increase in cost to the County; and WHEREAS T.E.A.M. has consistently provided these services to employees with 93% to 99% of all cases handled within T.E.A.M.; and WHEREAS the continuity of this service to the employees is particularly important at this time; and WHEREAS the Purchasing Division has reviewed this contract extension and agrees that it is acceptable. NOW THEREFORE BE IT RESOLVED that the attached contract with T.E.A.M. Employee Assistance be extended for three years for the period of January 1, 2003, through December 31, 2005, at a 4% increase per year. 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 Amos absent frOAKLAND7 COUNTY MICHIGAN L BROOKS PATTBRSON '— COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION PROFESSIONAL SERVICES CONTRACT BETWEEN TOTAL EMPLOYEE ASSISTANCE AND MANAGEMENT, INC. AND OAKLAND COUNTY GOVERNMENT B0200294 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. TEAM. Responsibilities Section 6. County Payment Obligation Section 7. Insurance Section 8. Assurances and Warranties Section 9. Project Manager Section 10. Non-Exclusive Contract 1 OF 18 N \ lnumber \2000-0963 \finalPSC December 5, 2000 tOAKIANDT COUNTY MICHIGAN L BROOKS PATTERSON'-- COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION Section 11. Escalation Section 12. Termination and/or Cancellation Section 13. Cumulative Remedies Section 14 Survival of Tellus 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 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: "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: 2 OF 18 N All-lumber \2000-0963 \fmalPSC December 5, 2000 1.1 MICHIGAN L BROOKS PATTERSON - COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION COUNTY 1.4 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 teuii 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. 1.5 "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. 1.6 "Day" means any calendar day which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m. 1.7 "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." "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 TEAM. 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 3 OF 18 N: \ lnumber\2000-0963 \finalPSC December 5, 2000 COUNTY MICHIGAN Term. 1.8 L BROOKS PATTEFSON 2- COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION Employee" shall also include any person who was a TEAM. 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 Januaiy I, 2001 and shall continue through December 31, 2001, a period of one year. 1.9 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. 1.10 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 T.E.A.M. Employee, and B. TEAM. satisfactorily submits all required certificates of insurance to the County. 1.11 The authorized County Agent shall be the final signatory of this Contract. 2. 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. 3. County Assurances. 3.1 The County agrees to pay, according to the telins 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. 3.2 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. 3.3 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 OF 18 N: \ 1 number \2000-0963 \finalPSC December 5,2000 L BROOKS PATTERSON —COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 3.4 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. 3.5 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 4. T.E.A.M. Responsibilities 4.1 T.E.A.M. Employees 4.1.1 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, pelinits, certificates, and governmental authorizations as required by law. 4.1.2 T.E.A.M. shall solely control, direct and supervise all T.E.A.M Employees with respect to all T.E.A.M obligations under this Contract, except that contractors, 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 4.1.3 T.E.A.M shall hold all TEAM. 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 T.E.A.M Employee holds credentials. 4.1.4 T.E.A.M. is solely responsible for all taxes, costs, fees, and/or liabilities associated with T.E.A.M Employees. 4.1.5 All T.E.A.M. Employees shall wear and display appropriate county-provided identification at all times while working on County premises. 5 OF 18 N:\lnumber\2000-0963 \finalPSC December 5, 2000 IOAKLANDT- COUNTY MICHIGAN L BROOKS PATTERSON —'COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 4.1.6 All TEAM. 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 perfoillied by an authorized County Agent. 4.1.7 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. 4.2 Promotional Materials. 4.2.1 T.E.A.M shall develop and provide promotional materials and information to County Agents regarding EAP services. 4.2.2 The County agrees to distribute such materials to County Agents by any method it deems suitable. 4.3 Facilities. 4.3.1 T.E.A..M. shall make suitable off-site facilities available for individual, group and family counseling. 4.3.2 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. 4.4 Experimental Methods. 4.4.1 T.E.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 perfoiiii 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. 4.4.2 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. 4.4.3 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. 4.4.4 A County Agent who refuses to participate in any experimental treatment or intervention method or scientific study shall continue 6 OF 18 N:\1number\2000-0963 VinalPSC December 5, 2000 OAKIANIP MINIMMINNI.Znn COUNTY MICHIGAN L BROOKS PATTERSON COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 4.4.5 to be eligible for EAP services under this Contract and shall suffer no penalty or discrimination for refusing to participate. 4.4.6 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. 4.5 Participant Information. T.E.A.M shall refrain from disclosing confidential infaullation that relates to an individual participant without the express written consent and authorization of the participant except as permitted by federal or state statute. 4.6 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. 5. County Payment Obligations. 4.7 Except as otherwise expressly provided in this Contract, the County agrees to pay T.E.A.M. 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. (B) In addition, the County agrees to pay TE.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: (i) On or about the 15 t1 day of April, July, October and January during the term of this Contract, the County 7 OF 18 NAInumber\2000-0963 \finalPSC December 5, 2000 COUNTY MICHIGAN L BROOKS PATTERSON --:COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION (ii) shall provide TEAM. 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. (iii) 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). (iv) 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. (v) 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. 4.8 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. 4.9 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 T.E.A.M. for the County's use and distribution in connection with T.E.A.M services. The purchase and payment of any such promotional materials shall be accomplished through a written amendment to this Contract. 4.10 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. 5. Insurance. 5.1 T.E.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, 8 OF 18 N:\lnumber\2000-0963 \finalPSC December 5, 2000 0Allia' AND sr- •nn••=minow -4.•19730•10 IMIONESOSP IMENSON. MICHIGAN COUNTY L BROOKS PATTERSON —.COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 5.2 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. TEAM. also agrees to provide a Certificate of Insurance naming the County of Oakland as a certificate holder prior to inception of this Contract. 5.3 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. 6. Assurances and Warranties. 6.1 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. 6.2 T.E.A.M is responsible for being adequately and properly prepared to execute this Contract. 7. 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. 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 9 OF 18 N:\ 1number \2000-0963 finalPSC December 5, 2000 MICHIGAN L BROOKS PATTERSON -.COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION COUNTY 9. intended to limit TEAM 's right to offer and provide services to the general public or other entities, during or after the term of this Contract. 10. Escalation. 10.1 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. 10.2 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. 11. Termination and/or Cancellation. 11.1 The County may teiminate 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. 11.2 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 perfoimance of this Contract. 11.3 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 10 OF 18 N:\1number\2000-0963 \finalPSC December 5,2000 r , = 0 vomoor 37— COUNTY MICHIGAN L BROOKS PATTERSON COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 11.4 any such default. The effective date of termination and/or cancellation and the specific alleged default shall be clearly stated in the written notice. 11.5 Consequences of Termination 11.5.1 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. 11.5.2 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. 11.5.3 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 tenaination and/or cancellation of this Contract. 12. Cumulative Remedies. 12.1 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 detelinine which remedies are to be exercised and in which order. 13. 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". 14. County's Right to Suspend Services. 14.1 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 11 OF 18 number\2000-0963 \finalPSC December 5, 2000 ••11.1•11.111•1181B OAKJANDr COUNTY MICHIGAN L BROOKS PATTERSON - COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 14.2 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. 14.3 The County shall not be liable for any consequential damages or any loss of business opportunities for T.E.A.M 14.4 The County shall not be obligated to pay T.E.A.M. a cancellation or teimination fee if this Contract is not renewed, or is cancelled or terminated as provided herein. 15. Contractor's Relationship. T.E.A.M' s relationship to the County is that of an independent contractor. T.E.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. 16. 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. 17. Indemnification/Liability. 17.1 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 T.E.A.M's Employees, including, without limitation, all Claims relating to injury or death of any person or damage to any property. 17.2 T.E.A.M shall indemnify and hold the County hainiless 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. 17.3 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. 12 OF 18 NA1number\2000-0963\finalPSC December 5, 2000 MICHIGAN L BROOKS PATTERSON - COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION COUNTY 17.4 The indemnification rights contained in this Contract are excess and over and above any valid and collectible insurance rights/policies. 17.5 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. 18. 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 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. 19. 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 perfolined under this Contract. 20. Discrimination. 20.1 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, tenure, terms, conditions, privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 20.2 T.E.A.M. shall promptly notify the County of any complaint or charge filed and/or detennination by any Court or administrative agency of illegal discrimination by T.E.A.M relating to this Contract. 20.3 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. 21. Permits and Licenses. T.E.A.M. shall be responsible for obtaining and maintaining throughout the teini 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, peimits, certificates and governmental authorizations as required by statute. Upon request by the County or a County Agent," T.EA.M. shall furnish copies of any pelinit, license, certificate or governmental authorization. 22. 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. 13 OF 18 N:\lnumber\2000-0963\finalPSC December 5, 2000 10pdaANDT COUNTY MICHIGAN L BROOKS PATTERSON - COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 23. 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 perfouning 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. 24. 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. 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. 25. In-Kind Services. This Contract does not authorize any in-kind services, unless previously agreed to by the County and specifically listed herein. 26. Access and Records. 26.1 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. 26.2 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. 27. Audit. 27.1 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.E.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. 14 OF 18 N:\1number\2000-0963 \finalPSC December 5, 2000 0 AKIANDA COUNTY MICHIGAN =maw 1110MISZ MUM L BROOKS PATTERSON — COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 27.2 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. T.E.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. 27.3 Within 45 days of T.E.A.M.'s written response, the County shall notify the TE.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 T.E.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. 28. Delegation/Subcontract/Assignment. 28.1 Except for EAP services made available to County Agents through affiliate providers, pursuant to the terms and conditions of the contracts between T.E.A.M. and the affiliate providers, T.E.A.A-1. shall not delegate or subcontract any obligations or rights under this Ccntract without the prior written consent of the County. 28.2 If an assignment, delegation, or subcontract is made herein, the provisions of the Contract shall bind TEAM, 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. 28.3 The rights and obligations under this Contract shall not be diminished in any manner by assignment, delegation or subcontract. 28.4 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 28.5 This Contract cannot be sold. 29. 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 15 OF 18 N:\lnumber\2000-0963\finaIPSC December 5, 2000 alyn mosselmoraesea• • ••••11211.1360719 ,AN113.1. rtiarni. AMAND ran= N.M.= 0 COUNTY MICHIGAN L. BROOKS PATTERSON — COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 30. 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 tell'', 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 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, 16 OF 18 N:\ lnumber\2000-0963 \finalPSC December 5, 2000 OAKIANDT ONg...11.1 111 COUNTY MICHIGAN , L BROOKS PATTERSON - COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION 35. rescission, waiver, or release shall be signed by an expressly authorized T.E.A.M. Employee and by the same person who signed the Contracz for the County or another County Agent as authorized by the Oakland County Board of Commissioners. 36. 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. 37. 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. 17 OF 18 NA1number\2000-0963\finalP5C December 5, 2000 BY DATE: / - 2- - a B Notary Public County, Michigan BY: BY: and County Purchagin'g Cohfract Adirdnistra COUNTY MICHIGAN L BROOKS PATTERSON'- COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING DIVISION FOR TOTAL EMPLOYEE ASSISTANCE AND MANAGEMENT, INC.: Ken A e e-y appeared in person before me on this date and executed this Contract on behalf of the Contractor and acknowledged to me under oath that: /- .67 „ //e .z,), 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. /ie.-, 74" E. .-f-4 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 2_ day of „Itx, v‘, v- , 200,6". My Commission Expires: -0777. `80Ttm C. Con County. M' r‘r FOR OAKLAND COUNTY PURCHASING: DATE: / DATE: p_ 7 / 18 OF 18 N: \lnumber\2000-0963 \fmalPSC December 5, 2000 Y. 41 FISCAL NOTE (MISC. 1102323) December 12, 2002 BY: FINANCE COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON IN RE:PERSONNEL DEPARTMENT - THREE YEAR EXTENSION OF CONTRACT WITH TOTAL EMPLOYEE ASSISTANCE & MANAGEMENT, INC. (T.E.A.M.) 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. Oakland County has utilized Total Employee Assistance & Management, Inc. (T.E.A.M.) to provide employee assistance services to the County's full-time and part-time eligible employees. 2. The contract with T.E.A.M. Employee Assistance is extended for three (3) years for a period from January 1, 2003, through December 31, 2005, at a four percent (4%) increase per year. 3. The Purchasing Division has reviewed this contract extension and agrees that it is acceptable. 4. Funds are available in the Fringe Benefit Fund to cover the costs needed for FY2003, FY2004 and FY2005. No budget amendment is required. FINANCE COMMITTEE (411A /44 94/ FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Taub and Melton absent. G. William Caddell, County Clerk Resolution #02323 December 12, 2002 Moved by Dingeldey and Galloway supported by Melton the resolution be adopted. AYES: Galloway, Gregory, Law, McPherson, Melton, Middleton, Moffitt, Moss, Obrecht, Palmer, Patterson, Sever, Suarez, Webster, Appel, Brian, Buckley, Causey-Mitchell, Crawford, Dingeldey, Douglas. (21) NAYS: None. (0) A sufficient majority having voted therefore, the resolution was adopted. 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 12, 2002, 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 12th day of December, 2002.