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Item C03 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: March 16, 2005 Division: Management Services Bulk Item: Y es ~ No Department: Group Insurance Staff Contact Person: Maria Z. Fernandez AGENDA ITEM WORDING: Approval to extend the current Employee Assistance a2reement for one year with the Mental Health Care Center of the Lower Keys Inc.. D/B/A Care Center for Mental Health and waiver of policy reQuirin2 2oin2 out for bid. ITEM BACKGROUND: This contract provides confidential counselin2 services for employees and dependents of the Board of County Commissioners. the Board Members and the Constitutional Officers. Provider supplies fit-for-service evaluation. critical incident counselin2 and departmental mediation at no additional cost. Cost lowered May 2004 to $4.00 per employee per month and capped at 1306 employees with no additional cost for dependents. PREVIOUS RELEVANT BOCC ACTION: Initial contract approved AU2ust 18. 1997~ renewed for one year terms September 1998 and September 1999~ renewed for six month terms in September 2000. March 2001 and September 2001. January 16. 2002 BOCC approved RFP recommendations to continue the Employee Assistance Pro2ram with the Mental Health Care Center and on February 13. 2002 BOCC approved the extension of the current a2reement for one year with two renewals. Current a2reement expires March 31. 2005. CONTRACT/AGREEMENT CHANGES: Term only. STAFF RECOMMENDATIONS: Approval. TOTAL COST: $62,688.00 BUDGETED: Yes ~ No COST TO COUNTY: $62,688.00 SOURCE OF FUNDS: Primarily Ad Valorem REVENUE PRODUCING: Yes NolL AMOUNTPERMONTH_ Year APPROVED BY: County Atty _ OMB/Purchasing _ Risk Management _ DIVISION DIRECTOR APPROVAL: DOCUMENTATION: Included Not Required_ DISPOSITION: AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Mental Health Care Center Effective Date:April 1, 2005 of the Lower Keys, Inc., D/B/A Care Center for Mental Health Contract Manager:Maria Z. Fernandez (Name) 4448 (Ext. ) Administrative Services (Department) for BOCC meeting on March 16, 2005 Agenda Deadline: March 1, 2005 CONTRACT COSTS Total Dollar Value of Contract: $62,688.00 Budgeted? Y es~ No Account Codes: Grant: $_ County Match: $_ Current Year Portion: $ 502-08002-530340-_-_ - - - ----- - - - - ----- - - --- ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date In Needed Division Director YesD Date Out O.M.B.lPurchasing Risk Management County Attorney Comments: OMB Form Revised 9/11/95 MCP #2 County of and 1 on an an on matters was to 1, the current to now, as .) current IS a term one 31, arrears, on a or the terms IN WITNESS the hereto have executed this Renewal this of BOARD OF ATTEST: L CLERK FLORIDA OF AMENDMENT TO EMPLOYEE ASSISTANCE PROGRAM AGREEMENT THIS AGREEMENT, made and entered into this 1st day of May, 2004 by and between Board of County Commissioners of Monroe County (hereinafter called "Employer") and the MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health (hereinafter Contractor); 1205 Fourth Street, Key West, Florida 33040. WHEREAS, the services provided by the Contractor are defined in an employee assistance program only agreement between the Employer and the Contractor dated August 19, 1997; and WHEREAS, said agreement was renewed August 9, 1998; August 8, 1999; September 20,2000; March 21, 2001; November 30, 2001; February 13, 2002; February 19, 2003; March 17,2004; WHEREAS, the Florida Keys Mosquito Control District, a covered entity under the Employer's employee assistance program, effective May 1, 2004 will no longer participate in said employee assistance program; NOW THEREFORE, the parties hereto agree as follows: 1) The Florida Keys Mosquito Control District shall be deleted from the entities covered by the services provided under this agreement. 2) The Employer will pay the Contractor $4.00 per employee, per month, in arrears, based on a monthly total of 1306 employees, or $5224.00 per month for the Contractor's EAP services. 3) In all respects the terms and conditions of the original agreement as previously amended, not inconsistent herewith, remain in full force and effect. ',~ESS WHEREOF, the Employer and Contractor have caused this amendment to :~;xecuted this [\":.~ 1 dayofr MN-t 1, 20[~. .,~ Board of County Commissioners of Monroe County By: ~ (7'td~ Mayor MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health By ~~ L/jIf dtiJi~ iiia~ EMPLOYEE ASSISTANCE PROGRAM RENEWAL AGREEMENT THIS RENEWAL AGREEMENT is entered into this by and between the Board of County Commissioners of Monroe County, Florida; 1100 Simonton Street, Room 2-268, Key West, Florida 33040 (hereinafter Employer) and the MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health (hereinafter Contractor), 1205 Fourth Street, Key West, Florida 33040. WHEREAS, on August 19, 1997, the Employer and the Contractor entered into an agreement (hereinafter the original agreement) establishing an Employee Assistance Program (hereinafter Program) for the purpose of providing confidential, professional counseling on personal matters affecting their physical and emotional well-being for all full-time, regular employees and their dependents with offices in Key West, Marathon and Plantation Key; and WHEREAS, the Employer desires to extend the current agreement according to such terms; now, therefore, The parties agree as follows: 1.) The current renewal agreement is hereby extended for a term of one year, and this period will expire March 31,2005. 2.) The Employer will pay the Contractor $4.00 per employee per month, in arrears, based on a monthly total of 1369 employees, or $5,476.00 per month for the Contractor's EAP services. 3.) In all respects the terms and conditions of the original agreement remain in full force and effect. IN WITNESS WHEREOF, the parti~s hereto have executed this Renewal Agreement this 17 th day of 2004. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Byh (~ Mayor/Chairman BrJ~ D6'Puty Clerk :~~ il~ ( Secretary MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health BY~~ Pr . ent Date EMPLOYEE ASSISTANCE PROGRAM RENEWAL AGREEMENT THIS RENEWAL AGREEMENT is entered into this by and between the Board of County Commissioners of Monroe County, Florida; 1100 Simonton Street, Room 2-268, Key West, Florida 33040 (hereinafter Employer) and the MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health (hereinafter Contractor), 1205 Fourth Street, Key West, Florida 33040. WHEREAS, on August 19, 1997, the Employer and the Contractor entered into an agreement (hereinafter the original agreement) establishing an Employee Assistance Program (hereinafter Program) for the purpose of providing confidential, professional counseling on personal matters affecting their physical and emotional well-being for all full-time, regular employees and their dependents with offices in Key West, Marathon and Plantation Key; and WHEREAS, the Employer desires to extend the current agreement according to such terms; now, therefore, The parties agree as follows: 1.) The renewal agreement is hereby extended for a term of one year, and this period will expire March 31,2004. The Agreement is subject to an annual renewal after that date. 2.) The Employer will pay the Contractor $4.00 per employee per month, in arrears, based on a monthly total of 1381 employees, or $5,524.00 per month for the Contractor's EAP services. 3.) In all respects the terms and conditions of the original agreement remain in full force and effect. tL- WHEREOF, the parties hereto have executed this Renewal Agreement this l'l day of 2003. CLERK BOARD OF COUNTY COMMISSIONERS OFMONROECOUNTY,FLOroDA ByJlJ2a~k ~ BY,/~# >ZZr/~J ATIE~ . By t:lt.l (;{fee ecretary MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Me t:M4 By /PPROVED AS TO FOR AU' M B ~ - EMPLOYEE ASSISTANCE PROGRAM RENEWAL AGREEMENT THIS RENEWAL AGREEMENT is entered into this by and between the Board of County Commissioners of Monroe County, Florida; 1100 Simonton Street, Key West, FL 33040 (hereinafter Employer) and the MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC. D/B/A Care Center for Mental Health (hereinafter Contractor), 1205 Fourth Street, Key West, Florida 33040. WHEREAS, on August 19, 1997, the Employer and Contractor entered into an agreement (hereinafter the original agreement) establishing an Employee Assistance Program (hereinafter Program) for the purpose of providing confidential, professional counseling on personal matters affecting their physical and emotional well-being for all full-time, regular employees and their dependents with offices in Key West, Marathon, and Plantation Key; and WHER..?AS the Employer desires to extend the current agreement according to suc;h terms; ~ow therefore, the parties agree as follows: 1 - The renewal agreement is hereby extended for a term of one year, and this period will expire March 31,2003. The Agreement is subject to an annual renewal after that date. 2 - The Employer will pay the Contractor $4.00 per month, in arrears, based on a monthly total of 1381 employees, or $5,524.00 per month for the Contractor's EAP services. 3 - In all respects the terms and conditions of the original agreement remain in full force and effeet. " the parties hereto, have executed this Renewal Agreement this BOARD OF COUN MONRO COMMISSIONERS TY, FLORIDA By ATTEST: By Secretary MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC. D/B/A Care Center for Mental Health B~ ~~#.:?.I14 Presid t EMPLOYEE ASSISTANCE PROGRAM RENEWAL AGREEMENT THIS RENEWAL AGREEMENT is entered into this by and between the Board of County Commissioners of Monroe County, Florida; 5100 College Road, Room 215, Key West, Florida 33040 (hereinafter Employer) and the MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health .,...... (hereinafter Contractor), 1205 Fourth Street, Key West, Florida 33040. WHEREAS, on August 19, 1997, the Employer and the Contractor entered into an agreement (hereinafter the original agreement) establishing an Employee Assistance Program (hereinafter Program) for the purpose of providing confidential, professional counseling on personal matters affecting their physical and emotional well-being for all full-time, regular employees and their dependents with offices in Key West, Marathon and Plantation Key; and WHEREAS, the current agreement will expire on September 30,2001; and WHEREAS, the Employer desires to extend the current agreement according to such terms; now, therefore, The parties agree as follows: 1.) The renewal agreement is hereby extended on a month-to-month basis for an additional period of time not to exceed six (6) months and this period will expire March 31,2002. 2.) The Employer will pay the Contractor $4.00 per employee per month, in arrears, based on a monthly total of 1381 employees, or $5,524.00 per month for the Contractor's EAP services. 3.) In all respects the terms and conditions of the original agreement remain in full force and effect. ~% IN WITNESS WHEREOF, the parties hereto have executed this Renewal Agreement this ~ day of \\ti\AA-~ , 200~. SEAL BOARD OF COUNTY COMMISSIONERS F MONROE COUNTY, FLORIDA By~ :~ s,,~""~ MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health BY~~ DATE - EMPLOYEE ASSISTANCE PROGRAM RENEWAL AuREEMENT THIS RENEWAL AGREEMENT is entered into this by and between the Board of County Commissioners of Monroe County, Florida; 5100 College Road, Room 215, Key West, Florida 33040 (hereinafter Employer) and the MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health (hereinafter Contractor), 1205 Fourth Street, Key West, Florida 33040. WHEREAS, on August 19, 1997, the Employer and the Contractor entered into an agreement (hereinafter the original agreement) establishing an Employee Assistance Program (hereinafter Program) for the purpose of providing confidential, professional counseling on personal matters affecting their physical and emotional well-being for all full~time, regular employees and their dependents with offices in Key West, Marathon and Plantation Key; and \VHEREAS, the current agreement will expire on March 31, 2001; and WHEREAS, the Employer desires to extend the current agreement according to such terms; now, therefore, The parties agree as follows: 1.) The renewal agreement is hereby extended on a month-to-month basis for an additional period oftime not to exceed six (6) months and this period will expire September 30,2001. 2.) The Employer will pay the Contractor $4.00 per employee per month, in arrears, based on a monthly total of 1381 employees, or $5,524.00 per month for the Contractor's EAP services. 3.) In all respects the terms and conditions ofthe original agreement remain in :l111 force and effect. the parties hereto have exeeuted this Renewal Agreement this .;{ I ~-I day of S BOARD OF COUNTY COMMISSIONERS 3=ECOUNT~LO~~~ ~aYOrlC!;~irman ATTEST: By ~o).~.... ~...c2I\~ Secretary MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health BY~~ EMPLOYEE ASSISTANCE PROGRAM RENEWAL AGREEMENT THIS RENEWAL AGREEMENT is entered into this by and between the Board of County Commissioners of Monroe County, Florida; 5100 College Road, Room 215, Key West, Florida 33040 (hereinafter Employer) and the MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health (hereinafter Contractor), 1205 Fourth Street, Key West, FIorida 33040. WHEREAS, on August 19, 1997, the Employer and the Contractor entered into an agreement (hereinafter the original agreement) establishing an Employee Assistance Program (hereinafter Program) for the purpose of providing confidential, professional counseling on personal matters affecting their physical and emotional well-being for all full- time, regular employees and their dependents with offices in Key West, Marathon and Plantation Key; and WHEREAS, the current agreement will expire on September 30,2000; and WHEREAS, the Employer desires to extend the current agreement according to such terms; now, therefore, The parties agree as follows: 1.) The original agreement is hereby extended on a month-to-month basis for a period of time not to exceed six (6) months. 2.) The Employer will pay the Contractor $4.00 per employee per month, in arrears, based on a monthly total of 1381 employees, or $5,524.00 per month for the Contractor's EAP services. 3.) In all respects the terms and conditions of the original agreement remain in full force and effect. t/ IN WITNESS WHEREOF, the parties hereto have executed this Renewal Agreement this ~~ day of ,2000. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA cSfv.;A4 ~~~ By Y M~r/Chainnan ATTEST: MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health By ?y~dC' ~ President By ~,I;." ~ tt,ps EMPLOYEE f-._ ..JISTANCE PROGRAM RENEWAL AL.illEMENT THIS RENEWAL AGREEMENT is entered into this by and behveen the Board of County Commissioners of Monroe County, Florida; 5100 College Road, Room 215, Key West, Florida 33040 (hereinafter Employer) and the MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health (herei?a,fter Contractor), 1~~5 Fourth Street, Key West, Florida 33040. WHEREAS, on August 19, 1997, the Employer and the Contractor entered into an agreement (hereinafter the original agreement) establishing an Employee Assistance Program (hereinafter Program) for the purpose of providing confidential, professional counseling on personal matters affecting their physical and emotional well-being for all full-time, regular employees and their dependents with offices in Key West, Marathon and Plantation Key; and WHEREAS, paragraph 8 of the original agreement provides that it may be renewed at the discretion of the Employer for up to two additional one-year terms (October 1 - September 30) on the same terms as the original agreement; and WHEREAS, the Employer desires to renew the original agreement according to sllch terms; now, therefore, The parties agree as follows: 1.) The original agreement is hereby renewed for a third one-year term. 2.) The Employer will pay the Contractor $4.00 per employee per month, in arrears, based on a monthly total of 1381 employees, or $5,524.00 per month for the Contractor's EAP services. 3.) In all respects the terms and conditions of the original agreement remain in full force and effect. 4.) The renewal term will commence immediately upon the expiration of the second one-year contract. fherefore this renewal will become effective October 1, 1999, and will expire September 30,2000. coil} IN 'WITNESS WHEREOF, the parties hereto have executed this Renewal Agreement this a - day of e re rn he/' ,1999. ~~ ~:;!L;~.~~.t;j>... I'Ji?J'>;:'T"'-",'" r~~~:,; ).c~, ,I' C;:-;", ~ F;;. " ','~'" ( \ u ,., , ;:. ~, -\ '. ., ,":., '. "~:i;/"j ~' \;...; . "1' ,,,.,$. ~:~~~>J:?j ,IT~n;jJAN'NY L. KOLHAGE, CLERK I(j:~~ BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA \.0.~.~~ B ~- , y '\ Mayor/Chairman :eU/~ . Secretary MENT AL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health By ~~ EMPLOYE SSISTANCE PROGRAM RENEWAL rREEMENT ~j THIS RENEWAL AGREEMENT is entered into this by and between the Board of County Commissioners of Monroe County, Florida; 5100 College Road, Room 215, Key West, Florida 33040 (hereinafter Employer) and the MENTAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., D/B/A Care Center for Mental Health (hereinafter Contractor), 1205 Fourth Street, Key West, Florida 33040. WHEREAS, on August 19, 1997, the Employer and the Contractor entered into an agreement (hereinafter the original agreement) establishing an Employee Assistance Program (hereinafter Program) for the purpose of providing confidential, professional counseling on personal matters affecting their physical and emotional well-being for all full-time, regular employees and their dependents with offices in Key West, Marathon and Plantation Key; and WHEREAS, paragraph 8 of the original agreement provides that it may be renewed at the discretion of the Employer for up to two additional one-year terms (October 1 - September 30) on the same terms as the original agreement; and j. WHE~As, the Employer desires to renew the original agreement according to such terms; now, therefore, The parties agree as follows: 1.) The original agreement is hereby renewed for a second one-year term. 2.) In all respects the terms and conditions of the original agreement remain in full force and effect. 3.) The renewal term will commence immediately upon the expiration of the first one-year contract. Therefore this renewal will become effective October 1, 1998, and will expire September 30, 1999. IN WITNESS WHEREOF, the parties hereto have executed this Renewal Agreement this qtfL day of S:,~~~_ ' 1998. L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONRO OUNTY, FLORIDA ~ BY~ puty Cl By Att'Q / 'i ByIM/ , Secretary Y TAL HEALTH CARE CENTER OF THE LOWER KEYS, INC., DIE/ A Care Center for Mental Health BY~~~ EMPLOYEE ASSISTANCE PLAN CONTRACT j This contract is entered into by and between MONROE COUNTY, a political subdivision of the State ot Florida, whose address is 5100 College Road, Public Service Building, Key West, FL 33040, hereafter COUNTY, and the Mental Health Care Center of the Lower Keys. Inc. d/b/a CARE CENTER FOR MENTAL HEALTH, a non-profit Florida corporation, whose address is 1205 4th Street, Key West, FL 33040, hereafter the CONTRACTOR. WHEREAS, the COUNTY recognizes that its employees can suffer from personal problems and stress that can adversely affect their job performdtlce, attendance at work and health; WHEREAS, the COUNTY desires to contract with a qualified provider to furnish COUNTY employees and their dependents with confidential counseling on personal matters that affect their physical and emotional well-being; '" . WHEREAS, the CONTRACTOR represents that it has a professionally qualified staff and the resources to provide such counseling services; t, WHEREAS, the COUNTY desires to employ the CONTRACTOR to furnish such counseling services to the COUNTY's employees and their dependents; NOW THEREFORE, The parties agree as follows: ,; 1) DEFINITIONS: a) COUNTY employees are 'the employees of the Board of County Commissioners, the Board members, the Constitutional Officers, and their employees. As used in this contract, the words COUNTY employee or employee includes dependents. b) Dependents are those individuals living in the employee's home. 2) The CONTRACTOR must provide an employee assistance plan. hereafter the EAP, to the COUNTY employees. The EAP requirements are set forth in the paragraphs that follow. 3) The EAP must initially provide the following service: a) A top management orientation session must be held that provides an EAP overview to top COUNTY management personnel who cannot, because of their job responsibilities, attend the 2 1/2 hour supervisor's intervention training sessions. b) At least four supervisors' intervention' training sessions must be held to explain the supervisors' role, function and responsibility vis a vis the EAP. The sessions must be at least 2 1/2 hours long and the CONTRACTOR should furnish the supervisors that attend the session with written (and ,complete) information regarding the operation of the EAP. An additional session for newly hired supervisors who missed the first four sessions must be held during the contract term. The CONTRACTOR must also be available for consultation with the ,', supervisors regarding the operation and administration of the EAP during the contract term. c) A program orientation session must be held for all COUNTY employees not covered under subparagraphs 3(a) or3(b) to explain to them the counseling services available under the EAP. A summary, written in simple English, that describes the EAP services available should be furnished the employees at these sessions. The employee sessions must be at least thirty minutes long. ... d) The CONTRACTOR's scheduling of the sessions described in subparagraphs 3(a) - 3(c) must be coordinated with the County's Human Resources Director. Sessions must be held in the COUNTY offices at Key West, Marathon, and Plantation Key, except for the top management session which need only be held in Key West. 4) Upon request, the EAP must provide four educational group seminars selected " from the following topics: a) b) c) d) e) f) g) h) Stress management; Violence in the workplace; Alcohol and education; Marriage enrichment; Depression; \ Dealing with difficult people; Parenting problems; and Anger management. ,t, ,f 5) The EAP must provide individual counseling services that include the following: aJ Mental health care; b) Substance abuse evaluation and rehabilitation; c) Retirement counseling; d) Parenting; . e) Abuse; f) Anger and stress management; g) Grief and loss; and h) Elder care. Employees may be referred to individual counseling by their supervisors or may seek out counseling individually. To facilitate employees seeking counseling on their own, the 2 CONTRACTOR must provide a 7 days a week and 24-hour per day toll free confidential telephone service answered by professional. staff. This phone service must be able to , immediately assist the employee seeking professional help. Whenever possible, face to face meetings with the employee and the CONTRACTOR's counselor should be an'anged, so that the employee's problem(s) may be professionally evaluated and an effective care plan devised and implemented. ~ A total of eight face to face counselingses'sions are available to the employee and his or her dependents during the contract term. If the eight counseling sessions are exhausted, but the problem(s) remain unresolved, then the CONTRACTOR must explain to the employee what other treatment options are available. If the face to face counseling session(s) reveal a problem or problems not covered by ". the EAP, then the CONTRACTOR must refer the employee to a mental health care provider '. . who can furnish the service(s} needed. In the case of a referral under this subparagraph, and after the employee executes a release of information/form, the CONTRACTOR must keep in contact with the counseling service provider, in order to determine whether the employee is receiving appropriate professional treatment and is "participating in a positive way in the treatment plan. If the employee was initially referred to the CONTRACTOR by a COUNTY supervisor, then the COUNTY's Human Resources Director must be kept advised of the progress of the referral treatment. Otherwise, that information may not be released to COUNTY management or any other third person. 6) The CONTRACTOR must furnish the COUNTY a quarterly report that has the following information: aJ The number of employees ,using the EAP; b) The number of individual referrals and the number of supervisor/management referrals; c) The number of males and females participating in the EAP; d) The number of problems diagnosed broken into categories; 3 e) Treatment results by category, along with numbers showing employees that are: (i) Currently in treatment; (ii) Cooperating with treatment; (iii) Completed treatment; (iv) Referred out of the EAP and to another mental health care provider; (v) Receiving after-careseNice. 7) All employee counseling sessions, and any records related to those sessions, are confidential and may not be released to the COUNTY or to any third person. There are only two exceptions to this confidentiality requirement. The first is when an employee is referred to the CONTRACTOR by his or her supeNisor or another1nember of management. In that case, the CONTRACTOR will obtain from the client a signed "Release of Confidential Information" form which will permit the CONTRACTOR to keep Monroe COUNTY's Human Resources Director informed with regard to whether the employee is cooperating with his or her treatment ,program. The second exception is when the CONTRACTOR, in his professional opinion, << determines that an employee is a clear and imminent danger to him or herself or others. In , , that case, the CONTRACTOR must immediately notify the COUNTY Human Resources Director or, if she is unavailable, the COUNTY Administrator, as provided by Florida law. 8) The term of this contract is from Sept~mber 1, 1997 through and including September 30, 1998. This contract may be renewed at the option of the COUNTY for two additional one-year terms (October 1 - September 30) on the same terms and conditions as the original contract. In order to exercise its option, the COUNTY must furnish the CONTRACTOR a written notice of the COUNTY's intent to renew 30 days or more before the contract term expiration date (September 30). 9) The COUNTY will pay the CONTRACTOR based on 1381 employees at $6.00 per employee per month, on an arrears basis, $8,286.00 per month for the CONTRACTOR's EAP ,seNices. This amount is due without regard to the number of employees who utilize the EAP \ I 4 5 14) The CONTRACTOR must indemnify and hold harmless the COUNTY from and against all liability, claims, damages both direct and consequential, loss, costs and expenses arising out of, or resulting from, any negligent error or omission of the CONTRACTOR in performing the EAP services required under, this contract. The purchase of the insurance required under paragraph 13 does not vitiate the CONTRACTOR's indemnification obligation under this paragraph 14. " 15) Except in the case of non-appropriation covered by paragraph 10, either party may cancel this contract without cause by giving sixty (60) days written notice to the other party. The CONTRACTOR must be paid the fee, for EAP services due under this contract up to the cancellation date. If the cancellation date falls during the month, then the final monthly payment will be paid pro-rata so that the amount reflects the number of days in the month up .... "to the date of cancellation. Other than the COUNTY's obligation to pay the contract fee up to . the cancellation date, the party who cancels the contract under this paragraph is not obligated or liable to the other for any additional fees\mder the contract or damages of any kind or amount based on any theory of liability. 16) Either party may terminafe this contract because of the failure of the other party to perform its obligations under this contract. If the COUNTY terminates this contract because of the CONTRACTOR's failure to perform, then the COUNTY must pay the CONTRACTOR the amount due for EAP services satisfactorily performed up to the date of the CONTRACTOR's failure to perform, but minus any damages, direct and consequential, the COUNTY suffered as a result of the CONTRACTOR's failure. The damage amount must be reduced by the amount saved by the COUNTY as a result of the contract termination. The CONTRACTOR is liable for any additional amount necessary to adequately compensate the COUNTY if the amount due the CONTRACTOR is insufficient to compensate the COUNTY for the damage it suffered. 6 17) The CONTRACTOR may not assign its obligations or benefits under this contract, or subcontract its obligations under this contract, without the written consent of the COUNTY. 18) The CONTRACTOR is an independent CONTRACTOR. Nothing in this contract creates a contractual relationship with, or any rights in favor of, any third party - including the employees, subcontractors or suppliers of the CONT~ACTOR - and the COUNTY. J 9) This contract has been carefully reviewed by both the CONTRACTOR and the . COUNTY. Therefore, this contract is not to be strictly construed against either party on the basis of authorship. ... 20)' This contract represents the parties' final and mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This contract cannot be modified or replaced except by another signed contract. 2 J ) Nothing in this contract should be read as modifying the applicable statute of . limitations. The waiver of the breach of any obligation of this contract does not waive another breach of that or any other obligation. ,X, 22) The CONTRACTOR warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former COUNTY officer 'br employee subject to the prohibition of Section 2 of Ordinance No. 0 J 0- J 990 or any COUNTY officer or employee in violation of Section \ . 3 of Ordinance No. 0 J 0- J 990. For breach or violation of this provision, the COUNTY may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift or consideration paid to the former COUNTY officer or employee. 23) This contract is governed by the laws of the State of Florida. Venue for any litigation arising under this contract must be in Monroe County, Florida. In the event of 7 litigation. the prevailing party is entitled to reasonable costs plus a reasonable fair market value attorney's fee. 24) All communication between the parties should be through the following individuals: Monroe County: Dept. of Human Resources Public Service Building 5100 College Road Key West. FL 33040 (305) 292-4462 Contractor: Dr. Marshall Wolfe Mental Health Care Center of the Lower Keys, Inc. 1205 4th Street Key West, FL 33040 (.305) 292-6843 25) This contract takes effect on September 1. 1997. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By ~ By Deputy lerk Date 0 8 - / 9 - 9 7 t' (CORPORATE SEAL) Attest: MENTAL HEALTH CARE CENTER .OF THE LOWER KEYS, INC. By Secretary By~h~ President Date: con2eop B 8