FY1994 10/20/1993A G R E E M E N T
THIS AGREEMENT, made this 20th day of October , 1993,
between the Board of County Commissioners of Monroe County,
Florida, ("Board") and the Guidance Clinic of the Upper Keys,
Inc., ("Clinic");
WHEREAS, the Board and the Clinic desire to enter into an
agreement wherein the Board contracts for services from the
Clinic for the rendering of mental health services to the
citizens of the Upper Keys, Monroe County, Florida; and
WHEREAS, the Board is vested and charged with certain duties
and responsibilities relating to the mental health and guidance
of the citizens of Monroe County; and
WHEREAS, such services have been rendered by thV CliniV in_'7
the past and have been invaluable to the citizens o �tj�e Up
�per.�
Keys, Monroe County, Florida; and 7i
WHEREAS, it is proper and fitting to enter into ti-- agrefent
for services to be rendered in the forthcoming ��iscal -T3year=
1993-94; now, therefore, i� c
IN CONSIDERATION of the promises made each to the other, the
Board and the Clinic agree as follows:
1. AMOUNT OF AGREEMENT. The Board, in consideration of
the Clinic substantially and satisfactorily performing and
carrying out the duties and obligations of the Board as to
rendering mental health counsel to the citizens of the Upper
Keys, Monroe County, Florida, shall pay to the Clinic the sum of
Sixty Seven Thousand Eight Hundred and Fifty Nine Dollars
($67,859) for fiscal year 1993-94.
2. TERM. This Agreement shall commence October 1, 1993,
and terminate September 30, 1994, unless earlier terminated
pursuant to other provisions herein.
3. PAYMENT. Payment will be paid monthly as hereinafter
set forth. Certified monthly financial and service load reports
will be made available to the Board to validate the delivery of
services under this contract. The monthly financial report is
. V
due in the office of the Clerk of the Board no later than the
15th day of the following month. After the Clerk of the Board
pre -audits the certified report, the Board will reimburse the
Clinic for its monthly expenses. However, the total of said
monthly payments in the aggregate sum shall not exceed the total
amount of $67,859 during the term of this contract. To preserve
client confidentiality required by law, copies of individual
client bills and records shall not be available to Board for
reimbursement purposes but shall be made available only under
controlled conditions to qualified auditors for audit purposes.
4. SCOPE OF SERVICES. The Clinic, for the consideration
named, covenants and agrees with the Board to substantially and
satisfactorily perform and carry out the duties of the Board in
rendering counsel in the matters of mental health and guidance to
the citizens of the Upper Keys, Monroe County, Florida. The
Clinic shall provide these services in compliance with Florida
Statutes Chapter 394.
5. RECORDS. The Clinic shall maintain appropriate records
to insure a proper accounting of all funds and expenditures, and
shall provide a clear financial audit trail to allow for full
accountability of funds received from said Board. Access to
these records shall be provided during weekdays, 8 a.m, to 5
p.m., upon request of the Board, the State of Florida, or
authorized agents and representatives of the Board or State.
The Clinic shall be responsible for repayment of any and all
audit exceptions which are identified by the Auditor General of
the State of Florida, the Clerk of Court for Monroe County, an
independent auditor, or their agents and representatives. In the
event of an audit exception, the current fiscal year contract
amount or subsequent fiscal year contract amounts shall be offset
by the amount of the audit exception. In the event this
agreement is not renewed or continued in subsequent years through
new or amended contracts, the Clinic shall be billed by the Board
for the amount of the audit exception and the Clinic shall
promptly repay any audit exception.
4
6. INDEMNIFICATION AND HOLD HARMLESS. The Clinic
covenants and agrees to indemnify and hold harmless Monroe County
Board of County Commissioners from any and all claims for bodily
injury (including death), personal injury, and property damage
(including property owned by Monroe County) and any other losses,
damages, and expenses (including attorney's fees) which arise out
of, in connection with, or by reason of services rendered under
this agreement by the Clinic or any of its agents, employees,
officers, subcontractors, in any tier, occasioned by the
negligence or other wrongful act or omission of the Clinic or its
subcontractors in any tier, their employees or agents. In the
event the completion of services is delayed or suspended as a
result of Clinic's failure to purchase or maintain required
insurance, the Clinic shall indemnify the Board from any and all
increased expenses resulting from such delay. The first Ten
Dollars ($10.00) of remuneration paid to the Clinic is for the
indemnification provided above. The extent of liability is in no
way limited to, reduced, or lessened by the insurance require-
ments contained elsewhere within this agreement.
7. INDEPENDENT CONTRACTOR. At all times and for all
purposes hereunder, the Clinic is an independent contractor and
not an employee of the Board. No statement contained in this
agreement shall be construed so as to find the Clinic or any of
its employees, contractors, servants or agents to be employees of
the Board.
8. COMPLIANCE WITH LAW. In providing all services
pursuant to this agreement, the Clinic shall abide by all
statutes, ordinances, rules and regulations pertaining to or
regulating the provisions of, such services, including those now
in effect and hereinafter adopted. Any violation of said
statutes, ordinances, rules or regulations shall constitute a
material breach of this agreement and shall entitle the Board to
terminate this contract immediately upon delivery of written
notice of termination to the Clinic.
9. PROFESSIONAL RESPONSIBILITY AND LICENSING. The Clinic
shall assure that all professionals have current and appropriate
3
professional licenses and professional liability insurance
coverage. Funding by the Board is contingent upon retention of
appropriate local, state and/or federal certification and/or
licensure of the Clinic's program and staff.
10. INSURANCE. The Clinic shall obtain, prior to the
commencement of work governed by this agreement, at Clinic's own
expense, that insurance specified in the insurance schedules
attached hereto and incorporated herein by reference. The Clinic
will also insure that all subcontractors, in any tier, have
obtained the insurance as specified in the attached schedules.
The Clinic will not be reimbursed for any work commenced prior to
coverage with required insurance. The Clinic will not be
reimbursed for any services governed by this contract until
satisfactory evidence of the required insurance has been
furnished to the Board via either Monroe County's certificate of
insurance or a certified copy of the actual insurance policy.
Delays in the commencement of work, resulting from the failure of
Clinic to provide satisfactory evidence of the required
insurance, shall not extend deadlines specified in this
agreement. The Clinic shall maintain the required insurance
throughout the entire term of this agreement. Failure to comply
with this provision may result in the immediate termination of
reimbursement.
The Board, at its sole option, has the right to request a
certified copy of any or all insurance policies required by this
agreement. If a certificate of insurance is provided, the
County -prepared form must be used. "Accord Forms" are not
acceptable.
All insurance policies must specify that they are not
subject to cancellation, non -renewal, material change, or
reduction in coverage unless a minimum of Thirty (30) days prior
notification is given to the Board by the insurer. The standard
language of "endeavor to provide notification" is insufficient.
The acceptance and/or approval of the Clinic's insurance shall
not be construed as relieving the Clinic from any liability or
obligation assumed under this agreement or imposed by law.
4
Monroe County, Monroe County Board of County Commissioners,
its employees and officials shall be included as "additional
insureds" on all policies, except for worker's compensation.
Any deviations from these general insurance requirements
must be requested in writing on the County -prepared form entitled
"Request for Waiver or Modification of Insurance Requirements"
and approved by Monroe County's Risk Manager.
11. MODIFICATIONS AND AMENDMENTS. Any and all modifica-
tions of the services and/or reimbursement of services shall be
amended by an agreement amendment, which must be approved in
writing by the Board.
12. NO ASSIGNMENT. The Clinic shall not assign this
agreement except in writing and with the prior written approval
of the Board, which approval shall be subject to such conditions
and provisions as the Board may deem necessary. This agreement
shall be incorporated by reference into any assignment and any
assignee shall comply with all of the provisions herein. Unless
expressly provided for therein, such approval shall in no manner
or event be deemed to impose any obligation upon the Board in
addition to the total agreed upon reimbursement amount for the
services of the Clinic.
13. NON-DISCRIMINATION. The Clinic shall not discriminate
against any person on the basis of race, creed, color, national
origin, sex or sexual orientation, age, physical handicap, or any
other characteristic or aspect which is not job -related in its
recruiting, hiring, promoting, terminating or any other area
affecting employment under this agreement. At all times, the
Clinic shall comply with all applicable laws and regulations with
regard to employing the most qualified person(s) for positions
under this agreement. The Clinic shall not discriminate against
any person on the basis of race, creed, color, national origin,
sex or sexual orientation, age, physical handicap, financial
status or any other characteristic or aspect in its providing of
services.
14. AUTHORIZED SIGNATORY. The signatory for the Clinic,
below, certifies and warrants that:
5
(a) The Clinic's name in this agreement is the full name as
designated in its corporate charter, if a corporation, or the
full name under which the Clinic is authorized to do business in
the State of Florida;
(b) He or she is empowered to act and contract for the
Clinic; and
(c) This agreement has been approved by the Board of
Directors of the Clinic, if the Clinic is a corporation.
15. NOTICE. Any notice required or permitted under this
agreement shall be in writing and hand -delivered or mailed,
postage pre -paid, by certified mail, return receipt requested, to
the other party as follows:
For Board: Monroe County Attorney
310 Fleming St., Rm. 29
Key West, Florida 33040
For Clinic: Richard Matthews
Executive Director
Guidance Clinic of
Upper Keys, Inc.
Post Office Box 363
Tavernier, Florida 33070
16. CONSENT TO JURISDICTION. This agreement shall be
construed by and governed under the laws of the State of Florida
and venue for any action arising under this agreement shall be in
Monroe County, Florida.
17. NON -WAIVER. Any waiver of any breach of covenants
herein contained to be kept and performed by the Clinic shall not
be deemed or considered as a continuing waiver and shall not
operate to bar or prevent the Board from declaring a forfeiture
for any succeeding breach, either of the same conditions or
covenants or otherwise.
18. AVAILABILITY OF FUNDS. If funds cannot be obtained or
cannot be continued at a level sufficient to allow for continued
reimbursement of expenditures for services specified herein, this
agreement may be terminated immediately at the option of the
Board by written notice of termination delivered to the Clinic.
The Board shall not be obligated to pay for any services or goods
C.1
provided by the Clinic after the Clinic has received written
notice of termination, unless otherwise required by law.
19. PURCHASE OF PROPERTY. All property, whether real or
personal, purchased with funds provided under this agreement,
shall become the property of Monroe County and shall be accounted
for pursuant to statutory requirements.
20. ENTIRE AGREEMENT. This agreement constitutes the
entire agreement of the parties hereto with respect to the
subject matter hereof and supersedes any and all prior agreements
with respect to such subject matter between the Clinic and the
Board.
IN WITNESS WHEREOF, the parties hereto have caused these
presents to be executed as of the day and year first written
above.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
By C. 4
Deputy r
TIttne ses
BOARD OF COUNTY COMMISSIONERS
OF MO COUNTY, FLORIDA
By
ayor airman
GUIDANCE CLINIC OF THE UPPER
KEYS, INC.
esiae.t/boara -at-virectors
MUM
xecutive Direc
APPROI/E.D AS T') r" 1
April 11, 199.1
Ist 14inlint;
WORKERS' COMPENSATION
INSURANCE REQUIREMENT'S
FOR
CONTRACT'
BETWEEN
MONROE COUNTA', FLORIDA
AND
GUIDANCE CLINIC OF
THE UPPER KEYS, INC.
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes.
In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than:
$1,000,000 Bodily Injury by Accident
$1,000,000 Bodily Injury by Disease, policy limits
$1,000,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to transact business in the
state of Florida and the company or companies must maintain a minimum rating of A -VI, as
assigned by the A.M. Best Company. '
If the Contractor has been approved by the Florida's Department of Labor, as an authorized self -
insurer, the County shall recognize and honor the Contractor's status. The Contractor may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
of Insurance, providing details on the Contractor's Excess Insurance Program.
If the Contractor participates in a self-insurance fiend, a Certificate of Insurance will be required.
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
Administrative In.Aruclion WC3
#4709.1
83
April 22. 1993
Ist Printing
CENERAL LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
MONROE COUNTY, FLORIDA
AND
GUIDANCE CLINIC OF'THE-UPPER KEYS, INC.
Prior tothe commencement of work governed by this contract, the Contractor shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimum:
• Premises Operations
• Products and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded befinition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$ 1,000,000 per Occurrence
$ 100,000 Property Damagc
An Occurrence Form policy is prefer�cd. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims tiled on or aller the effective date of this contract.
In addition, the period for which claims may be reported should extend Ibr a niinin3um of twelve
(12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional Insured on all
policies issued to satisfy the above requirements.
AJminislrrlive Iminidion G1-3
94709.1
56
April 22, 1993
151 IYinf ing
VEHICLE LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
GUIDANCE CLINIC OF
THE UPPER KEYS. INC.
Recognizing that the work governed by this contract requires the use of vehicles, the Contractor,
prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be
maintained throughout the life of the contract and include, as a minimum, liability coverage for:
• Owned, Non -Owned, and Hired Vehicles
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minirnum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on all
policies issued to satisfy the above requirements.
AdminiAmlivc Luinuiion VL3
114709.1 77
April 22. 1993
Isl minding
MEDICAL PROFESSIONAL LIAI311,1'1'Y
INSURANCE REQUIREMENT'S
FOR
CON'1'IZACT
I3E'I'WF4,EN
MONROE COUNTY, FLORIDA
AND
GUIDANCE CLINIC OF
THE UPPER KEYS, INC.
Recognizing that the work governed by this contract involves the providing; of professional
medical treatment, the Contractor shall purchase and maintain, throughout the life of the contract,
Professional Liability Insurance which will respond to the rendering of, or failure to render
medical professional services under this contract.
'The minimum limits of liability shall be:
$1,000,000 per Occurrence/$3,000,000 Aggregate
If coverage is provided on a claims made basis, an extended claims reporting period of four (4)
years will be required.
Admini%irelive leMnx1ion M E D2 1
114709.1 66
iNSU. �1�MC BINDS Issue DATE
O / 13 / 9 3
................ ...................
THIS BINDER IS A TEMPORARY INSURANCE CONTRACT, SUBJECT TO THE CONDITIONS SHOWN ON THE REVERSE
SIDE OF THIS FORM.
..........................................................................................................................................................................................................................................................................................................
PRODUCER COMPANY BINDER NO.
THE JOHNSONS INS AGCY
PO BOX 2346
MARATHON SHORES FL 33052
I CODE SUB -CODE
INURED
GUIDANCE CLINIC--U K
P 0 BOX 363
TAVERNIER FL 33070
TYPE OF INSURANCE
...................................................................:
PROPERTY CAUSES OF LOSS
..........
BASIC BROAD: X SPEC.
GENERAL LIABILITY
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE X . OCCUR
... .
OWNER'S A CONTRACTOR'S PROT.
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
X
X NON -OWNED AUTOS
GARAGE LIABILITY
USF&G SBMC
GUICAO-3 U(A)
SFFBCCIVB
RXPIRAT ION
...........DATE .................................. TIME ......
........... ................ DATE ........................ TIME.......
X
AM X '12.01 AM
7/01/93 . 12:01
...............................................:......................................
PM 11/13/93 NOON
............................
THIS BINDER IS ISSUED TO EXTEND COVERAGE IN THE ABOVE NAMED
X COMPANY PER EXPIRING POLICY NO:
1MP 3 0 0 4 0 6 8 7
.7
................................................
DEBCRIPTJON OF OPERATIONB/VEHICLRB/PROPBRTY (fodudioe Lowtiae)
!FIRE 2 LOCS (A1—)
,HIRED/NON OWNED
COVERAGEMORMS AMOUNT
.............................. ........ .... _...... ............... .....................................
._....
......
..........._....._._:..........__._..........
APO VED BY RISK MANAGEMENT
REMO DATE FOR CLAIMS MADE:
DIMUC71BLE COINSUR.
/ GENERAL AGGREGATE $1..1. 0 0 O .r. 0 0 0....
DATE ( / PRODUCTS — COMP/OP AGG. S 1 O O O O O O
..... l
PERSONAL A ADV. INJURY $1, 0 0 0, 0 0 0
WAIVER: N/A YES ",�,.�.... . . . ......RE E
EACH OCCURRENCE ................ i.l. /. O.O.O. / 0 0 O.
FIRE DAMAGE (Auy ow file) Sr5 0 , 0 0 0
.................................................:........................................
MID. EXPENSE (Ay me perm) S 5 0 0 0
COMBINED SINGLE LIMIT $1, 0 0 0, 000
..........................................
.....:........
BODILY INJURY (Aer Peron) $
Received.............................................................
........................ ....
Risk IVlgzrtt. &LOSS ControlBODII...INJURY
(Per aecideot)
$
o - —53
/
PROPERTY DAMAGE
.............. .............. .................:..............................
S
.
DATE -- - .s
MEDICAL PAYMENTS
$
MiiAl.. /G
................. ...............................................
:PERSONAL INJURY PRO...
................... .....
$
GNfLi
UNINSURED MOTORIST
$ .. ....
AUTO PHYSICAL DAMAGE DEDUCTIBLE ALL VEHICLES SCHEDULED VEHICLES
......... ....
ACTUAL CASH VALUE
COLLISION:
........................... .
..........................
STATED AMOUNT
S
OTHER THAN COL:
OTHER
RXCR98 LIABILITY
EACH OCCURRENCE
S
UMBRELLA FORM
....._............................__..._........._........._..........__..
AGGREGATE
_
S
OTHER THAN UMBRELLA FORM RETRO DATE FOR CLAIMS MADE:
_..................................................
SELF -INSURED RETENTION
_.................. ........
S
STATUTORY LIMITS
;...
WORKER'S COMPENSATION
......... ......... ..
EACH ACCIDENT
.................
S
AND.......
....................... ..........................................
..................
RMPLOYER'S LIABILITY
-. DISEASE -POLICY LIMIT
........................................................................................
S
DISEASE -EACH EMPLOYEE
S
COVERAGES
SUBJECT TO POLICY TERMS CONDITIONS
LIMITATIONS & EXCLUSIONS
MORTGAGEE
LOSS PAYEE
.:........ _. .._... ............. ......
MONROE COUNTY RISK MGT LOAN#
(ADDITIONAL INSURED) ROOM 207 N A
5000 COLLEGE ROAD AUTHORIZ RRP RNr
KEY WEST FL 33040
LINDA R HOLMES
X ADDITIONAL INSURED