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FY1994 10/20/1993A G R E E M E N T THIS AGREEMENT, made this 20th day of Octcjer 19", between the Board of County Commissioners of rw—lDe County , Florida, ("Board") and the Guidance Clinic of the,'1i1iddle"c Keyes 77 Inc., ("Clinic"); WHEREAS, the Board and the Clinic desire to-ienter =to an 0 agreement wherein the Board contracts for services f;tm tie Clinic for the rendering of mental health services to the citizens of the Middle 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 the Clinic in the past and have been invaluable to the citizens of the Middle Keys, Monroe County, Florida; and WHEREAS, it is proper and fitting to enter into an agreement for services to be rendered in the forthcoming fiscal year 1993-94; now, therefore, IN CONSIDERATION of the promises made each to the other, the Board and the Clinic agree as follows: 1. AMOUNT OF AGREEMENT. The Board shall reimburse the Clinic for a portion of the Clinic's expenditures for Baker Act hospital, physician and crisis stabilization services, as billed by the Clinic, for clients qualifying for such services under applicable state and federal regulations and eligibility determination procedures, and for Baker Act transportation services, non -Baker Act mental health services and substances abuse treatment. This cost shall not exceed a total reimbursement of Five Hundred One Thousand Two Hundred Sixty -Six Dollars ($501,266), during the fiscal year 1993-94, payable as follows: A. Pay to the Clinic the sum of Three Hundred Nineteen Thousand One Hundred Forty -Nine Dollars ($319,149) for Baker Act hospital, physician and crisis stabilization services. B. Pay to the Clinic the sum of Thirty Seven Thousand Three Hundred Eighty -Six Dollars ($37,386) for providing transportation of patients in Monroe County to treatment facilities. C. Pay to the Clinic the sum of Forty Seven Thousand Seven Hundred Eighty Dollars ($47,780) for rendering counseling services. D. Pay to the Clinic the sum of Ninety Six Thousand Nine Hundred Fifty -One Dollars ($96,951) for substance abuse treatment services. 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. Baker Act Billing Summary Forms, 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 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 $501,266 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 Middle Keys, Monroe County, Florida. The Clinic shall provide these services in compliance with Florida Statutes Chapter 394. 2 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. 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 Q 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 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 4 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. 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 5 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: (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 1.1 For Clinic: Dr. David Rice Executive Director Guidance Clinic of Middle Keys, Inc. 3000 41st Street, Ocean Marathon, Florida 33050 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 at the option of the Board by providing written notice of termination to the Clinic. The Board shall make every reasonable effort to provide said notice at least thirty (30) days prior to the effective date of said terminiation, and shall not be obligated to pay for any services or goods provided by the Clinic after the effective date of termination, unless otherwise required by law. 19. PURCHASE OF PROPERTY. All property, whether real or personal, purchased with funds provided under this agreement, as accounted for by line -item billing to County for specific purchases, shall become the property of Monroe County and shall be accounted for pursuant to statutory requirements. (Chapters 255 and 274, F.S.). 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. 7 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 Signed, Sealed and Delivered In Our Presence- 44W6 Witnddss W01.7AP, JV BOARD OF COUNTY COMMISSIONERS OF MONRO COUNTY FLORIDA By or/cnairman GUIDANCE CLINIC OF THE MIDDLE KEYS, INC. B Y__/dkief ExecdtiveOfficer- By resident APPRO!'^7 "; 7� A41r1 r r._.. -.- .. April 22, 199.1 ` IsI Priirlinl, WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTILIC7' BEI'WEEN MONROE COUNTY, FLORIDA AND GUIDANCE CLINIC OF THE MIDDLE 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 fund, 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. Adminisirnlive Irniruciion WC3 1/4709.1 83 April 22. 11I93 1sl 1'rilding GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BE 11VEEN MONROE COUN'I'Y, FLORIDA AND GUIDANCE CLINIC OF THE -MIDDLE KEYS INC. Prior to. the 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 Iniury Liability • Expanded Definition 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 Damage An Occurrence Form policy is preferred. if coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum 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. AJminkiralivc Iminx1ion G1-3 94709.1 56 April 22, 199J lu Milling VEHICLE LIABILITY INSURANCE REQUIREMENTS FOR CONTRAC'I' BETWEEN MONROE COUNTY, FLORIDA AND GUIDANCE CLINIC OF THE MIDDLE 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 lilc of the contract and include, as a minimum, liability coverage for: • Owned, Non-Owncd, and IIired Vehicles 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 Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. Adminisirdlivc lnslnxlion VL3 114709.1 77 April 22. 1993 I'd 1'riN ing MEDICAL PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS NOR CONTRACT BETWEEN I'WEEN MONROE COUNTY, FLORIDA AND GUIDANCE 'CLINIC OF THE MIDDLE 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 clainis made basis, an extended claims reporting period of four (4) years will be required. Adminidralive Jaminirlion ICI LD2 1 f14709.1 66 A C 0 R D CERTIFICATE OF INSURANCE ----- ---- -- ------------- -----------------------------------------',COMPANIES AFf ORDING COVERAGE -- -- = APPROVED BY RISK MANAGEMENT n ,711, DATE COVERAGES — �1;A4lER: N/A } YES �,. I j Y� JW 11LJ "V�Q:I �n J.. VVLL� V.. I r�lv31,; I rX,� ^ -n, r.n r 1- ' r Yr I i �rrt�r_,. _ •tiro_ _�� ,I i,iON-uwNEJ e� � f n 1 , .,,.I • Received / I :: .OnRnuL ,.1n,Jll. Y I I r t I � I / Risk Mgmt. & i oss 6ntrol r 'UMERE_A FOR'. 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E: FLOOD $200,000 (Building) +nVJ i;riN", .,w Ju��• ;:n :°ro.Y.��r... ..���r n"�, ,. ,,, ..-, .."�. _ 'av�.1^,.: ., ,, ,.n?`', �..r.., ; rrEY aEcl CR:On 'CERTIFICATE HOLDER - ---- CANCELLATION ---------------------------------- ---------" ---------------- n 'tln 8�/ of 2 o,jCrt 1GG vc'? `-F21_ ,. v.a '----------------- n-�',h:ln:iEO REr"nEEE"1'h'1'VE