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'.
I I � r tn.�r.n .r r. ^n^ 1 I U C =
r
i ju,HER IriAN u"onE .� r n.`,
---- ----------------------------------------- --------------- --------------------------------- --- --
-__--- 1 Ins �. nn r
1 1 1 I ,JIA%TV^;� I
1 I I1A�H n hnl•�
t nn+n nnun�E c�* ny .nnVe lDENI)
, wvRf�Cn J wnr nJnl.v, ,
I nr n In : .l.B.� .T,• I % Ir ! / •s.,AJL-CI'1 L,�� Ll�r.�..^, 4
r Vr..JVIL./ L1nUlllll
r r
----------------------------------------------------------_.. i_..__-___ -__-_-_____..-_____---_____________________________
I I I I 1
' FIRE, C� �i�� ' L: v:r, LAI113 vO O:/i's
W1NDS73RM 20-ns n/3i'73 vG!bli7+ I: ,,,vu,vvV i
In- n .. ,_ nnr n, l ,� n_n>•n.n� .r •A' U�____ ________________________________________________--_
CrL
.On1Ov: CO :h Ana,+ ;Er'_A "chi [:,`SUS ES:, :N R r. Z[v,vOv `!O. CO. 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