HomeMy WebLinkAboutItem C21
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date:
February 17,2010
Division: OMB
Bulk Item: Yes 1L-
No
Department: Grants
Staff Contact Person: Lisa Tennvson/292-4444
AGENDA ITEM WORDING: Approval to assign current contracts in the name of Guidance Clinic
of the Middle Keys, Inc. and Care Center for Mental Health, Inc. to the new merged organization,
Guidance/Care Center, Inc.
ITEM BACKGROUND:
The Guidance Clinic of the Middle Keys, Inc. and the Care Center for Mental Health, Inc. merged
effective October 2009, to form the Guidance/Care Center, Inc. The Care Center has two contracts with
the County and the Guidance Clinic has one. These contracts will be changed to reflect the new name
of the organization. This is the only change to the contracts.
PREVIOUS RELEVANT BOCC ACTION: Approval of contracts for the Care Center for Mental
Health, Inc. in September 2009. Approval of contract for the Guidance Clinic of the Middle Keys, Inc.
in October 2009.
CONTRACT/AGREEMENT CHANGES: Changes will be made to reflect the new name of the
merged organization.
STAFF RECOMMENDATIONS: Approval
TOTAL COST:
o
BUDGETED: Yes
No
COST TO COUNTY:
o
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year
APPROVED BY: County Attft~hasing _ Risk ManagemenJ1l<;,
DOCUMENTATION: Included -1L Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 8/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
Contract with: Guidance/Care Center
CONTRACT SUMMARY
Effective Date: September 1, 2009
October 1, 2009
Expiration Date: August 31, 2010
September 30, 2010
Contract Purpose/Description: Name change on contracts with Guidance Clinic and Care
Center to Guidance/Care Center due to merger.
Contract Manager: Lisa Tennyson
(Name)
for BOCC meetinq on 2/17/10
4444
(Ext.)
OMB/Grants Mgt.
(Department)
Agenda Deadline: 2/02/10
CONTRACT COSTS
Total Dollar Value of Contract: $ I,D&O. 5:JD.cD Current Year Portion: 1/> I )DUJO, 52-DOO
(approx. )
Budgeted? Yes X No
Grant:
County Match: $0
Account Codes: rot -o?,J.]D - ~3c"3'-/O-
06/ - Ot SOl - 5303'/0
CiJI - 0 152& - -'530 3'-to
001- 01 6 or; - .'i~3'to
001 - 015=)5 - 530 3'fo
ADDITIONAL COSTS
$ &;0 0 ) Cx:;(')
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tt Ln, ilJ
df ;M5; 1'15
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A1?~7)n
Division Director (y-I-!-j.-KJ
Risk Mana~emento ~jjo
fJL'-' ~\J \,'1o...,~
O. M. B./Purchasing 1-~C1-IO
County Attorney i/~
Comments:
CONTRACT REVIEW
Changes
Needed
YesD No[iV/
YesD No~
YesD N~
YesD No[] a~1Jj1? d'~JU~J-&r1~d'ld
OMB Form Revised 9/11/95 MCP #2
Date Out
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CONSENT TO ASSIGNMENT
This Consent to Assignment is entered into this 17th day of February, 2010, by and between Monroe
County, a political subdivision of the State of Florida, hereafter COUNTY, and Guidance Clinic of the Middle
Keys, Inc., hereafter ASSIGNOR, and Guidance/Care Center, Inc. hereafter ASSIGNEE.
WHEREAS, on October 21,2009, the COUNTY and ASSIGNOR entered into a contract for the provision
of mental health services, including Baker Act transportation services; and
WHEREAS, the Guidance Clinic of the Middle Keys, Inc. and the Care Center for Mental Health, Inc.
have merged; and
WHEREAS, said agreement will be amended to substitute the name of Guidance Clinic of the Middle
Keys, Inc. for that of Guidance Care Center, Inc.; and
WHEREAS, the assets and operations of the ASSIGNOR have now been transferred to the ASSIGNEE;
Now therefore, inconsideration of the mutual promises of the original agreement as amended herein, the
parties agree as follows:
1. The Assignor assigns to Assignee all the Assignor's rights, title and interest in the original agreement.
2. In consideration for such consent, the Assignee agrees to be bound by all the terms and conditions of
the original agreement, as amended above.
3. The remaining provisions of the agreement dated October 21, 2009, not inconsistent herewith, remain
in full force and effect.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
Deputy Clerk
By:
Mayor/Chairman
Witnesses:
Guidance Clinic ofthe Middle Keys, Inc. (ASSIGNOR)
By q,;,S~~OA
Ja utA Ie ?'I f' ~ v
Printed Name
By:
BYC?~"~{- 0-fi1
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((2-7/(.)
Date:
1{~7I(0
Witnesses:
Guidance/Care Center, Inc. (ASSIGNEE)
BY:\)C{}~
, . Signature
By,Q~ ,Jvn:5';{~ (----~
(/~7((0
,
By
Ll/;rY1/t( lLCi {~
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Printed Name
Date:
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MONROE COUNTY ATTORNEY
~ROVEO AS TO F.ORM:
/ -Jt:' 0 ~, Q, p.tfi2t~ '1j(hJ f L.\
CHRISTINE'M. LIMBERT-BARROWS
ASSISTANT ~OUNTY ATTORNEY
Date IleA 1[ I D
This Agreement is made and entered into this 21st day of October, 200g, between the
BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as
"Board" or "County," and the GUIDANCE CLINIC OF THE MIDDLE KEYS, INC., hereinafter referred
to as "Provider."
AGREEMENI
WHEREAS, the Board and the Provider desire to enter Into an agreement wherein the
Board contracts for services from the Provider for the rendering of mental health services,
inCluding Baker Act transportation services, to the citizens of 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 Provider in the past and have been
invaluable to the citizens of the County, and
WHEREAS, It is proper and fitting to enter into an agreement for services to be rendered in
the forthcoming fiscal year 2009-2010, now, therefore,
IN CONSIDERATION of the mutual promises and covenants Contained herein, it is agreed
as follows:
FUNDING
1. AMOUl'lt OF AGREl;ME/'jL The Board, In consideration of the Provider
SUbstantially and satisfactorily performing and carrying out the duties and obligations of the
Board, shall reimburse the PrOVider for a Portion of the ProVider's expenditures for Baker Act
hospital, physician and crisis stabilization services, as billed by the Provider, 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
substance abuse treatment. This cost shall not exceed a total reimbursement of ONE MILLION
SIX1Y THOUSAND FIVE HUNDRED TWENTY AND NO/lOa DOLLARS ($1,060,520.00), during the
fiscal year 2010, payable as follows:
a) the SUm of THREE HUNDRED SIX1Y ONE THOUSAND ONE HUNDRED NINETY FIVE AND
NO/lOa DOLLARS ($361,195.00) for mental health services, InclUding detoxification, long-
term Substance abUse treatment, and long-term psychiatric treatment services, crisis
stabilization, community mental health and substance abUse services, and Baker
Act/Marchman Act tranSportation services.
b) the SUm of SIX HUNDRED THOUSAND AND NO/lOa DOLLARS ($600,000.00) for residential
Services and mental health and substance abuse services, such as screening and
assessment, information and referral, outreach, preVention, intervention, coUnseling and
therapy, psychiatric services, aftercare, supportive hOUsing, and Psychosocial
rehabilitation.
c) the SUm of THIRTY THOUSAND, ONE HUNDRED, FORTY-EIGHT, AND NO/lOa DOLLARS
($ 30, 148.00) for Com m unity T ranspo rta tion Coordinator related services.
d) the SUm of SIXTY-NINE THOUSAND, ONE HUNDRED, SEVENTY-SEVEN, AND NO/lOa
DOLLARS ($69,177.00) for Keys to Recovery residential treatment services.
2. TERM. This Agreement shall commence on October 1, 2009, and terminate September
30, 2010, unless earlier terminated pursuant to other proviSions herein.
Guidance Climc of the Middle Keys FY10,0 page 1
I
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. Payment
for Baker Act and Marchman Act tranSportation services shall be made according to the rate
schedule set forth in Attachment D, subject to the maximum amounts set forth in Paragraph 1. a.
above. After the Clerk of the Board pre-audits the certified report, the Board shall reimburse the
PrOVider for its monthly expenses. However, the total of said monthly payments in the aggregate
SUm shall not exceed the total amount shown in Article 1, above, during the term of this
agreement. To preserve client confidentiality reqUired by law, copies of individual client bills and
records shall not be available to the Board for reimbursement purposes but shall be made
available only under controlled conditions to qualified auditors for audit purposes. The
organization's final invoice must be receiVed Within sixty days after the termination date of this
contract shown in Article 2 above.
Payment for services other than Baker Act will be made periodically, but no more
frequently than monthly, as hereinafter set forth. Reimbursement requests will be Submitted to
the Board via the Clerk's Finance Office. The COUNTY shall only reimbUrse, Subject to the funded
amounts below, those reimbursable expenses which are reViewed and approved as COmpiying
with Monroe County Code of Ordinances, State laws and regulations and Attachment A _ Expense
Reimbursement Requirements. EVidence of payment by the PROVIDER shall be in the form of a
letter, summarizing the expenses, with SUpporting documentation attached. The letter should
Contain a notarized certification statement. An example of a reimbursement request cover letter
Is included as Attachment B. The organization's final invoice must be received within thirty days
after the termination date of this contract shown in Article 2 above.
After the Clerk of the Board examines and approves the request for reimbursement, the
Board shall reimburse the PROVIDER. However, the total of said reimbursement expense
payments in the aggregate SUm shall not eXceed the totai amount shown In Article 1, above,
during the term of this agreement.
4. 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 PROVIDER. The Board shall not be obligated to pay for any services
or gOOds provided by the PROVIDER after the PROVIDER has receiVed written notice of
termination, unless otherwise required by law.
5. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall
be, and Is, empowered to apply for, seek, and obtain federal and state funds to further the
purpose of this Agreement; provided that all apPlications, requests, grant proposals, and funding
solicitations shall be approved by each party prior to submission.
6. 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.
RECORD KEEPING
7. RECORDS. PROVIDER shall maintain all bOoks, records, and dOcuments directly
pertinent to performance under this Agreement in accordance with generally accepted accounting
principles consistently applied. Each party to this Agreement or their authorized repreSentatives
shall have reasonable and timely access to Such records of each other party to this Agreement for
public records purposes during the term of the Agreement and for four years fOllOWing the
termination of this Agreement. If an auditor employed by the County or Clerk determines that
monies paid to PROVIDER pursuant to this Agreement were spent for purposes not authorized by
Guidance Clinic of the Middle Keys FY1000 page 2
this Agreement, the PROVIDER shall repay the monies together with interest calcuiated pursuant
to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER.
8. PU8LIC ACCESS. The County and PROVIDER shall allow and permit reasonable
access to, and inspection of, all documents, papers, letters or other materials in its possession or
under its controi subject to the provisions of Chapter 11 g, Florida Statutes, and made or received
by the County and PROVIDER in cOnjunction with this Agreement; and the County shall have the
right to unilaterally cancel this Agreement upon violation of this provision by PROVIDER.
9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the
COUNTY the following (items A-I must be provided prior to the payment of any invoices):
(a) IRS Letter of Determination indicating 501(c)(3) status;
(b) List of the Organization's Board of Directors of which there must be five or more; for each
board member please indicate when elected to serve and the iength of term of service;
(c) Evidence of annual election of Officers and Directors;
(d) Unqualified audited Financial statement from most recent Fiscal year for all organizations
that expend $150,000 a year or more; if qualified, include a statement of deficiencies with
corrective actions recommended/taken;
(e) IRS Form 990 from most recent fiscal year for all organizations;
(f) Organization's Corporate Bylaws, which must inciude the organization's mission, board
and membership composition, and process for election of officers;
(g) Organization's Policies and Procedures Manual which must Include hiring policies for ali
staff, drug and alcohol free workplace Provisions, and equal employment opportunity
provisions;
(h) Specific description or list of services to be provided under this contract with this grant
(see Attachment C);
(I) Initial Performance Report describing services provided during the prior fiscal year. The
performance reports shall include statistical information regarding the types and
frequencies of services provided, a profile of clients (including residency) and numbers
served, and outcomes achieved.
UJ Final Performance Report describing services rendered during the current grant period (to
be furnished Within 30 days after the contract end date.) The performance reports shali
include statistical information regarding the types and frequencies of services provided, a
profile of clients (including residency) and numbers served, and outcomes achieved.
(k) Cooperation With County monitoring visits that the County may request during the contract
year; and
(i) Other reasonable reports and information related to compliance With applicable laws,
contract provisions and the scope of services that the County may request during the
contract year.
RESPONSIBILITIES
10. S(;QPE OF SERVICES, The Provider, 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 matter of mental health and guidance to the citizens of the
Monroe County, Florida. The Provider shall provide these services In compliance with Florida
Statutes Chapter 394. Baker Act and Marchman Act tranSportation services which are COvered
under this agreement may be subcontracted, but are Subject to the rates set forth in Attachment
D, and the limitations above. The subcontractor shall be Subject to all of the conditions of this
contract, including but not limited to insurance and hOld-harmiess requirements, as Is the
Provider.
Guidance Clinic of the Middle Keys FY10; page 3
! .
11. ACCESS TO FUELING FACILITIES. The County shall provide aCcess to the
Provider's vehicles at all County fueling facilities. The County shall grant the Provider a license for
the use of the real property and its improvements for each fueling site.
The Provider agrees that only those individuals authorized by the County to use the fueling
sites designated in this agreement shall have twenty-four hour access to said sites, and that they
shall either be maintained open or access otherwise provided to them by a uniform key system on
such a twenty-four hour basis.
The County shall bill the Provider for fueling and other related services and materials
utilized by the Provider at the fueling sites within the County's Immediate control and as
previously set forth in this agreement. Said billing by the County to the Provider shall Include an
administrative surcharge, as adopted by the Monroe County Board of County Commissioners
annually, for processing, servicing, and handling. The Provider shall reimburse the County within
thirty (30) days of the date of issuance of the bill.
Access to the Fuel Sentry System shall be provided by an electronic memory key, which
shall be issued by the County to all authorized designated users of the fueling sites, and as
contemplated by this Agreement. For PUrposes of uniformity, the Monroe County Fleet
Management Department shall be responsible for establishing a uniform electronic key system for
use by both the County and the Provider under this agreement, and shall establish and maintain
poliCies and procedures for identification, control, and distribution of all keys issued.
12. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that In the eVent
any cause of action or administrative proceeding Is initiated or defended by any party relative to
the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award
against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and
out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted
pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and
usual and customary procedures required by the circuit court of Monroe County.
13. BINDING EFFECT. The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective
legal representatives, successors, and assigns.
14. CODE OF ETHICS. County agrees that officers and employees of the County
recognize and will be required to compiy with the standards of conduct for pUblic officers and
employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation;
miSuse of public Position, conflicting employment or contractual relationship; and disclosure or
use of certain information.
IS. NO SOLICITATION/PAYMENT. The County and PROVIDER warrant that, in respect
to itself, it has neither empioyed nor retained any company or person, other than a bona fide
empioyee working solely for it, to solicit or secure this Agreement and that it has not paid or
agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for it, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement. For the breach or
violation of the provision, the PROVIDER agrees that the County shall have the right to terminate
this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise
recover, the full amount of such fee, commission, percentage, gift, or consideration.
16. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the
PROVIDER is an independent contractor and not an employee of the Board. No statement
GUidance Clinic of the Middle Keys FY10,0 page 4
,,'
) .
contained in this agreement shall be construed so as to find the PROVIDER or any of its
employees, contractors, servants or agents to be employees of the Board.
COMPLIANCE ISSUES
17. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the
PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating
the provision of such services, including those now in effect and hereinafter adopted. Any
violation of said statutes, ordinances, rules and 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 PROVIDER.
18. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER 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 PROVIDER'S program and staff.
19. NON-DISCRIMINATION. County and PROVIDER agree that there will be no
discrimination against any person, and It Is expressly understood that upon a determination by a
court of competent Jurisdiction that discrimination has occurred, this Agreement automatically
terminates without any further action on the part of any party, effective the date of the court
order. County or PROVIDER agree to comply with all Federal and Florida statutes, and all local
ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1)
Title VI of the Civil Rights Act of 1964 (PL BB-352) which prohibits discrimination on the basis of
race, color or national origin; 2) TItle IX of the Education Amendment of 1972, as amended (20
USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3)
Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits
discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42
USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office
and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis
of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of
alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC
ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse
patient records; 8) Title VIIl of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended,
relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with
Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Any other nondiscrimination Provisions in any
Federal or state statutes which may apply to the parties to, or the subject matter of, this
Agreement.
AMENDMENTS, CHANGES, AND DISPUTES
20. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services
and/or reimbursement of services shall be accomplished by an amendment, which must be
approved in writing by the COUNTY.
21. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER
agree that all disputes and disagreements shall be attempted to be resolved by meet and confer
sessions between representatives of each of the parties. If no resolution can be agreed upon
within 30 days after the first meet and confer session, the issue or issues shall be discussed at a
public meeting of the Board of County Commissioners. If the issue or issues are still not resolved
to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy
as may be provided by this Agreement or by Florida law.
Guidance Clinic of the Middle Keys FY1000 page 5
22. COOPERATION. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of this
Agreement, County and PROVIDER agree to participate, to the extent required by the other party,
in all proceedings, hearings, processes, meetings, and other activities related to the substance of
this Agreement or provision of the services under this Agreement. County and PROVIDER
specifically agree that no party to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement.
ASSURANCES
23. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither
presently has any interest, and shall not acquire any interest, which would conflict in any manner
or degree with its performance under this Agreement, and that only interest of each is to perform
and receive benefits as recited in this Agreement.
24. NO ASSIGNMENT. The PROVIDER 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 PROVIDER.
25. NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28,
Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the
acquisition of any commercial liability insurance coverage, self-insurance coverage, or local
government liability insurance pool coverage shall not be deemed a waiver of immunity to the
extent of liability coverage, nor shall any contract entered into by the County be required to
contain any provision for waiver.
26. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may
reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-
Free Workplace Statement.
27. AUTHORITY. Each party represents and warrants to the other that the execution,
delivery and performance of this Agreement have been duly authorized by all necessary County
and corporate action, as required by law.
INDEMNITY ISSUES
28. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER 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 iosses, damages, and expenses (including
attorney's fees) which arise out of, in connection with, or by reason of services provided by the
PROVIDER occasioned by the negligence, errors, or other wrongful act or omission of the
PROVIDER'S employees, agents, or volunteers.
29. PRIVILEGES AND IMMUNITIES. All of the priviieges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or employees of
any public agents or employees of the County, when performing their respectiVe functions under
this Agreement within the territorial limits of the County shall apply to the same degree and
extent to the performance of such functions and duties of such officers, agents, volunteers, or
employees outside the territorial limits of the County.
Guidance Clinic of the Middle Keys FY10, page 6
"
30. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe
County in his or her individual capacity, and no member, officer, agent or employee of Monroe
County shall be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
31. LEGAL OBLIGATIONS AND RESPONSIBILITIES: Non-Delegation of Constitutional
or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any
participating entity from any obligation or responsibility imposed upon the entity by law except to
the extent of actual and timely performance thereof by any participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility. Further, this
Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the County, except to the extent permitted by the Florida
constitution, state statute, and case law.
32. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely
upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-
party claim or entitlement to or benefit of any service or program contemplated hereunder, and
the County and the PROVIDER agree that neither the County nor the PROVIDER or any agent,
officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate
that any particular individual or group of individuals, entity or entities, have entitlements or
benefits under this Agreement separate and apart, inferior to, or superior to the community in
general or for the purposes contemplated in this Agreement.
GENERAL
33. Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this
Agreement by signing any such counterpart.
34. 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:
Grants Administrator
1100 Simonton Street
Key West, FL 33040
and
Monroe County Attorney
PO Box 1026
Key West, FL 33041
For PROVIDER
Jamie Pipher, Executive Director
Guidance Clinic of the Middle Keys, Inc.
3000 41st Street
Marathon, Florida 33050
35. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This
Agreement shall be governed by and construed in accordance with the laws of the State of Florida
applicable to contracts made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will
lie in the appropriate court or before the appropriate administrative bOdy in Monroe County,
Florida.
GUidance Climc of the Middle Keys FY100 page 7
"
The County and PROVIDER agree that, in the event of conflicting interpretations of the
terms or a term of this Agreement by or between any of them the issue shall be submitted to
mediation prior to the institution of any other administrative or legai proceeding.
36. NON-WAIVER. Any waiver of any breach of covenants herein contained to be kept
and performed by the PROVIDER 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.
37. SEVERABILITY. If any term, Covenant, condition or provision of this Agreement (or
the application thereof to any circumstance or person) shall be declared invalid or unenforceable
to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions
and provisions of this Agreement, shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the
fullest extent permitted by law unless the enforcement of the remaining terms, covenants,
conditions and provisions of this Agreement would prevent the accomplishment of the original
intent of this Agreement. The County and PROVIDER agree to reform the Agreement to replace
any stricken provision with a valid provision that comes as ciose as Possible to the intent of the
stricken Provision.
3B. 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 PROVIDER 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: DANNYL. KOLHAGE, CLERK
Be ?-~~~<'~(L
/
Deputy Clerk
BOARD OF COUNTY COMMISSIONERS
OF MOTOE COUNTY, FLORIDA
~:r~. irJ~c.~
By /
Mayor/Chairman
~(I~
Witness
GUIDANCE CLINIC OF THE MIDDLE KEYS, INC.
(Federal ID No. 59 I 'fr ';3-.J- "I )
,,'____0
q~.~
By ~ - \:l.;~
President
--- ~ - t---L---.~~J-L.___-f /-1'
rC,'l{l(;r::~.,c 100 \i _
~'2:,~(:,7ic~:'\ :n1'I'
a. ~, , . >~_
;0H'ii:3;-:,-,,;; 0 i, ',' ';-=, ,0 ,; 0" ,'~
"'I"T"T 0 . o(
,;tt,)~:'_~q /J.~/f11 0____ ____._
GUidance Clinic of the Middle Keys FY100' page 8
. ,
ATTACHMENT A
Expense Reimbursement Requirements
This document is intended to provide basic gUideUnes to Human Service Organizations, county
travelers, and contractual parties who have reimbursable expenses associated with Monroe
County business. These guidelines, as they relate to travel, are from Florida Statute 112.061.
A cover letter summarizing the major line items on the reimbursable expense request needs to
also contain a notarized certified statement such as:
"I certify that the above checks have been submitted to the vendors as noted and
that the expenses are accurate and in agreement with the records of this organization.
Furthermore, these expenses are in compliance with this organization's contract with the
Monroe County Board of County Commissioners and will not be submitted for
reimbursement to any other funding Source."
Invoices should be billed to the contracting agency. Third party payments will not be considered
for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement.
Only current charges will be considered, no previous balances.
Reimbursement requests will be monitored in accordance with the level of detail in the contract.
This document should not be considered all-inclusive. The Clerk's Finance Department reserves
the right to review reimbursement requests on an individual basis. Any questions regarding these
gUidelines should be directed to 305-292-3534.
Data Processing, PC Time, etc.
The vendor invoice is required for reimbursement. Inter-company allocations are not considered
reimbursable expenditures unless appropriate payroll journals for the charging department are
attached and certified.
Pavroll
A certified statement verifying the accuracy and authenticity of the payroll expense is needed. If
a Payroll Journal is provided, it should include: dates, employee name, salary or hourly rate,
total hours worked, withholding information and payroll taxes, check number and check amount.
If a Payroll Journai is not provided, the following information must be provided: pay period,
check amount, check number, date, payee, support for applicable payroll taxes.
Postage, Overnight Deliveries, Courier, etc.
A log of all postage expenses as they relate to the County contract Is required for reimbursement.
For overnight or express deliveries, the vendor invoice must be included.
Rents, Leases, etc.
A copy of the rental or lease agreement is required. Deposits and advance payments are not
allowable expenses.
Reproductions, Copies, etc.
A log of copy expenses as they relate to the County contract is required for reimbursement. The
log must define the date, number of copies made, source document, purpose, and recipient. A
reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a
sample of the finished product are required.
Supplies, Services, etc.
For supplies or services ordered, a vendor invoice is required.
Guidance Clinic of the Middle Keys FY1000 page 9
..'
Telefax, Fax, etc.
A fax log is required. The log must define the sender, the intended recipient, the date, the
number called, and the reason for sending the fax.
Telephone Expenses
A user log of pertinent information must be remitted including: the party called, the caller, the
telephone number, the date, and the purpose of the call.
Travel Expenses
Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel
Expenses. Travel reimbursement requests must be submitted and will be paid in accordance with
Monroe County Code of Ordinances and State laws and regulations. Credit card statements are
not acceptable documentation for reimbursement. If attending a conference or meeting a copy of
the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of
the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental
reimbursement requires the vendor Invoice. Fuel purchases should be documented with paid
receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a
taxi from one's residence to the airport for a business trip is not reimbursable. Parking i,
considered a reimbursable travel expense at the destination. Airport parking during a business
trip is not.
A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room
must be registered and paid for by traveler. The County will only reimburse the actual room and
related bed tax. Room service, movies, and personal telephone calls are not allowable expenses.
Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM,
MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading
must be included on the state travel voucher for vicinity travel. Mileage is not aI/owed from a
residence or office to a pOint of departure. For example, driving from one's home to the airport
for a business trip is not a reimbursable expense.
Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM,
MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state
that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2
p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement.
Non-allowable Expenses
The following expenses are not allowable for reimbursement: capital outlay expenditures (unless
specifically included in the contract), contributions, depreciation expenses (unless specifically
included in the contract), entertainment expenses, fundralsing, non-sufficient check charges,
penalties and fines.
Guidance Clime of the Middle Keys FY100' page 10
ATTACHMENT B
ORGANIZATION
LETTERHEAD
Monroe County Board of County Commissioners
Finance Department
500 Whitehead Street
Key West, FL 33040
Date
The following is a summary of the expenses for ( Organization name) for the time period
of to
I certify that the above checks have been submitted to the vendors as noted and that
the expenses are accurate and in agreement with the records of this organization.
Furthermore, these expenses are in compliance with this organization's contract with the
Monroe County Board of County Commissioners and will not be submitted for
reimbursement to any other funding Source.
Check # Payee Reason Amount
101 Company A Rent $ X,XXX.XX
102 Company B Utilities XXX.XX
104 Employee A P/R ending 05/14/01 XXX. XX
105 Employee B P/R ending OS/28/01 XXX. XX
(A) Total $ X.XXX.X~
(B) Total prior payments $ X,XXX.XX
(C) Total requested and paid (A + B) $ X,XXX.XX
(D) Total contract amount $ X,XXX.XX
Balance of contract (D-C) $ X.XXX.X~
Executive Director
Attachments (SUpporting documentation)
Sworn to and subscribed before me this _ day of 200_
by who ;s personally known to me.
Notary Public
Notary Stamp
GUidance Clinic of the Middle Keys FY100 page 11
Insert a list of the services that will be provided by your organization under this contract.
ATTACHMENT C
Baker Act transportation services, non-Baker Act mental health services and substance abuse
treatment, mental health services, including detoxification, long-term substance abuse treatment,
and long-term psychiatric treatment services, crisis stabilization, community mental health and
substance abuse services, Baker Act/Marchman Act transportation services, residential services
and mental health and substance abuse services, such as screening and assessment, information
and referral, outreach, prevention, Intervention, counseling and therapy, psychiatric services,
aftercare, supportive housing, and psychosocial rehabilitation, Community Transportation
Coordinator related services and Keys to Recovery residential treatment services.
Guidance Clinic of the Middle Keys FY1000 page 12
.,"
Attachment 0, copy of subcontract for Baker Act Transportation services.
GUidance Clime of the Middle Keys FY10: page 13
ATTACHMENT 0
.' .
October 17, 2008
GUIDANCE CLINIC OF THE MIDDLE KEYS, INC.
3000 418T STREET, OCEAN
MARA THaN, FL 33050
(v) 305/434-9000 / (1) 305/434-9040
Evan Guttman
EJanjess LLC
P.O. Box500218
Marathon. Fl 33050
RE: lETTER OF AGREEMENT
Dear Mr. Guttman;
The Guidance Cilnic of the Middle Keys, Inc. (GCMK), hereby enters into an agreement wnh
Eranjess LLC to prOvide coordination and Iransportatlon services for Baker Act/Marchman Act
(BAlMA) clients throughout Monroe County to/from Miami-Dade County as well as other
destinations as required.
GCMK wdr supply Etanjess with two Ford Crown Victoria's vehicles, meeting Elanjess
maintenance specifications; one to be stationed In Key West at an EJanjess location and lhe
other in Marathon at GCMK headquarters.
GCMK will pay for the fuel and maintenance of the two vehicles used for BNMA
transportation. Elanjess witl cOOrdinate Ihe maintenance for the Crown Vicloria located in Key
West. Invoices for routine maintenance (labor and parts) On the Crown Victoria Will be
fOnNarded to GCMK's Transportation Direc/or for payment. Elanjess Will not charge an extra
fee for coordinating the maintenance of the vehicle. Elanjess must obtain prior approval from
the GCMK Transportation Director to initiate major vehicle repairs. GCMK will Coordinate the
maintenance for the Crown Victoria located in Marathon.
GCMK will maintain insurance on both of the vehicles. Elanjess will also be named as an
"additional insured" for Ihese two cars. Elanjess wi/I report and document accidents involving
GCMK vehicles and incidents Invoiving cilents to the proper authorities and Immediately
thereafter contact GCMK.
Ail Elanjess drivers operating GCMK vehicles will hold a minimum of a Class E Florida Drive(s
License and be approVed for GCMK insurance coverage by the Transportation Director. Upon
execution of this agreement, Elanjess will fax to GCMK's Transportation Director a Current list
of drivers - including a copy of the drive(s license and Social security number for each drlver-
for approval to operate GCMK vehicles. Prior to adding a driver, Elanjess will fax or email to
GCMK's Transportation Director or designee a copy of Ihe drive(s license, social security
number and signed "Request for Check of Driving Record" form of the person. GCMK will
indiate procedures to add the driver to GCMK vehicle insurance. Elanjess cannot use the
1 ~'cHi'PR'':;
P1r1iail I'Jnded b the Florida De artment of Children & Farrllies. District 11 !S2J &, FAMILIES
C;IOocumenls and SettingslmolLucal Settings I T empora", loternet FileslOLK 11BA_ Agreemol 06.{}9 (5).doc
1
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.' .
driver for BNMA tJansports until it has received Written notification that the driver has been
added to the GCMK insurance coverage. Additionally, Elanjess Will fax a collY of picture
identification and social securily number for each escort to GCMK's Transportation Director or
designee. Eianjess cannot use the escort for BNMA transports until it has received Written
notification that the escort has been approved by GCMK
GCMK Witi supply Elanjess with a cell phone. E/an}ess Witi follow the transportstlon Protocol
and complete the documentation provided as Attachment 1-3 herein.
The fotioWing fee structure I. established for the period of the agreement:
Maximum E/anjess
# Roundtri s. Client Plcku Point Client Ora off Paint Pa ent
Key West Key West $115
Marathon Marathon $115
241 Key West Marathon $145
Marathon Key West $145
Marathon Ke La 0 $145
24 Marathon Miami-Dade County $385
Ke lar 0 MIami-Dade Count $385
28 Ket West Miami-Dade Coun $385
GCMK PreaUthorlzatlon Required for All Trips Below
· Approval for below fee. Will be granled only when the Marathon BAiMA vehicle is engaged
with anolher BAiMA Irl that would reelude anolher icku within a reasonable eriOd of Ume.
Maximum Car Client Pickup Elanjes.
# Roundfri s Location Point Client Oro -off Paint Pa ment
2 Key West Marathon & Norlh Key Largo $225
3 Key We.f Maralhon & NOrlh Miami-Dade Coon $385
GCMK Preauthorizatlon Re uired for All Tn s Below
Maximum
# Roundtri s.
1
Client Picku Point
Key largo
Marathon
Ke West
Key Largo
Marathon
Ke West
Elanjess
Pa ment
$770
$770
$770
$1,200
$1,200
$1,200
1
Timely payment for selVice. rendered is ensured by adherence to the fOllowing inVOICing
procedures:
· Elanjess wilt submit two statementS/invoices per month; one COvering the trips made
from the first through the tifteenth and one covering trips made from the sixteenth
2
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p '~"I ""oj b.. Roc"" D, .."",,,," f Chi,,," . F """~. 0'.'1 II lSZI & F ""'It,,,
ClDocuments and Se"ings!mo'""al Settings' T, mporary Internet FileslOlK 1 IBA _ A",eemnt 08-09 15). doc
. .
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through the end of the month. Eranjess will send statements/InvoIces to GCMK within 5
business days atter the end of the billing penod.
· Elanjess will include required documentation with each statemenUinvoice.
· Elanjess statements/lnvoices for BNMA trips will be submitted to the attention of GCMK
StabilizatIon Unit Director.
· GCMK Stabilization Director will review statemenVinvoice, mediate any discrepancies
with Elanjess, and fo/Ward approved invoice to GCMK Anance Department.
· GCMK will mall payment to Elanjess within 7 working days (Finance Department) upon
receipt of statemenVlnvoice by the Stabilization Unit Director.
The agreement can be cancelled by either party with 30 days written notice.
GCMK and Elanjess enter into this agreement Including Attachments 1-3 by affixing signatures
below:
t. ,",' "
Jamie Pfpher, MS
Regional Vice P
,.~ ~ ., t . ~"""'_
_.';2~ \l.. 01
Date
2("I/D"1
Date
Atlachments:
1. GCMK Transportation Protocol
2. GCMK Transportation Record and Payment Authorization Sheet
3. Statement
3
@t1~"'C""PI.A""'-l""OJ
("'LDRIN
Partiall funded b Ih~ F'or:da De ar1mer,( of Ch~dren & Families District 11 (:/" FAMILIES
C:\Documenls df1d Seltings1molLocal SeltingslTemporary Internet FilesIOlK1\8A~greemnl 08-D9 (5) doc
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PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list fOllowing a conviction for
pUblic entity crime may not submit a bid on a contract to provide any goods or services to a
public entity, may not submit a bid on a contract with a pUbilc entity for the construction or repair
of a pUblic bUilding or pUblic work, may not submit bids on leases of real property to public entity,
may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant
under a contract with any public entity, and may not transact business with any pUblic entity in
eXcess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of
36 months from the date of being placed on the convicted vendor list."
GUidance Clinic ofthe Middle Keys FY10, page 14
. .
l'
ETHICS CLAUSE
I T ~ ,
, J " '" \ 'C , ~ l" Y warrants that he/it has not employed, retained or
otherwise had act on his/it behalf any former County officer or employee in violation of Section 2
of Ordinance No, 10-1990 or any County officer or employee in violation of Section 3 of Ordinance
No, 10-1990, 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, 9ift, or
consideration paid to the former County officer or employee.
I
SWORN STATEMENT UNDER ORDINANCE NO. 10-1990
MONROE COUNTY, FLORIDA
(signature)
1/3%o}
, I
Date:
STATE OF_
COUNTY OF
\=1 eN I c\,~
/~\ OV\ ((7<-
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
\ ----~ ,
).o~./ t-A \ "- \ . \--' \9 ~...v{
who, after first being SWorn by me, affixed his/her
~ '\ t-k-
o day of
signature (name of Individual signing) In the space prOvided above on this
.~ t CAt''''' \:wf ~O, 20 eel.
00''-<-
C
My commission expires:
"---
NOTA
,~~~-- MA~IANNr; I< SENV~NUTI
{.r ~r :*~ MY COMMISSION /I 00617255
'~~..
-._,'j-~~ EXPIRES December 29.2010
i" I ~ \
(407)398..0153_ F1ondaNorarys"rv,::e <om
OMB - MCP FORM #4
GUidance Clmic ofthe Middle Keys FY100' page 15
- .
,.
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
---r ~ v' ' ct \\vv l \ /\, r ('~ ~'-'-.-- L\ \ C~ U z . (n c... _
(Name of Business)
1. Publishes a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession, or use of a controlled substance is prohibited in the workplace and
specifying the actions that will be taken against employees for violations of such prohibition.
2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of
maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee
assistance programs, and the penalties that may be imposed upon employees for drug abuse
violations.
3. Gives each employee engaged in providing the commodities or contractual services that are
under bid a copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notifies the employees that, as a condition of
working on the commodities or contractual services that are under bid, the employee will abide by
the terms of the statement and will notify the employer of any conviction of, or plea of guilty or
nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance
law of the United States or any state, for a violation occurring in the workplace no later than five
(5) days after such conviction.
5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or
rehabilitation program if such is available in the employee's community, or any employee who is
so convicted.
6. Makes a good faith effort to continue to maintain a drug-free workplace through
implementation of this section.
As the person authorized to sign the statement, I certify that this firm complies fully with the
above requirements.
STATE OF ~I er-.r, cQ ,~
COUNTY OF I~\OY\ ((<~_
PERSONAllY APPEARED BEFORE ME, the undersigned authority,
.J,v,'~", p, k"// who, after first being sworn by me, (name of
individual signing) affixed is/her signature in the space provided above on this
I _____""
-~ 0 .,- '- day of ?r~f h~yV\, ~)-<./y' j(), 200..j.
-/d".~.-~~,_/<~/ /f.-,.,.~.,.~.v~. My commission expires:
Notary PiJ5fic /
/
Guidance Clinic ofthe Middle Keys FY10; page 16
/0-:--_____0__ _0 _ -~=oh~__.
:~~".~\;..\1ARIANNE K i:3f:NV~NUTI
t;A),:~ \,~y Cm'!~41:SjCN It CC61 T255
I .t~OI''''~ ,-XPIR. €~ '..!'c<:em/Jp(;9 cOl0 I
. f III \\ . _ ,~
, ::W7)3ge-{J15~._ ~ IG'nrj;:~N0'~0/'3"'I'd.fj .(;iT1 t
'_'4 "~_ ._+_ _.~__~
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Florida Non Profit Corporation
GUIDANCE/CARE CENTER. INC.
Filing Information
Document Number 726520
FEIIEIN Number 591458324
Date Filed OS/28/1973
State FL
Status ACTIVE
Last Event MERGER NAME CHANGE
Event Date Filed 10/13/2009
Event Effective Date NONE
Principal Address
3000 41 ST STREET OCEAN
MARATHON FL 33050
Changed 07/01/1991
Mailing Address
900 GRIER DRIVE
LAS VEGAS NV 89119
Changed 06/15/2006
Registered Agent Name & Address
BUSINESS FILINGS INCORPORATED
1203 GOVERNORS SQUARE BLVD.
SUITE 101
TALLAHASSEE FL 32301-2960 US
Name Changed: 06/15/2006
Address Changed: 06/15/2006
Officer/Director Detail
Name & Address
Title CD
MAPES, LYNN
345 14TH ST
KEY COLONY BEACH FL 33051
TitleTD
RAMSEY. COL. RICK
5525 COLLEGE RD.
KEY WEST FL 33040
Title D
MEARNS, MARJORIE
400 70TH STREET, GULF
MARATHON FL 33050
TitlePD
STEINBERG, RICHARD
900 GRIER DR
http://sunbiz.org/scripts/cordet.exe?action=DETFIL&inqdocnumber=726520&inQcame...l /26/20 1 0
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LAS VEGAS NV 89119
Title D
WALSH, THOMAS
180 28TH AVE. N.
SAINT PETERSBURG FL 33704
Title VC
SCHRADER,KATHLEEN
203 APACHE STREET
TAVERNIER FL 33070
Annual Reports
Report Year Filed Date
2007 02/12/2007
2008 03/03/2008
2009 04/24/2009
Document Images
10/13/2009 -- Merqer
04/24/2009 -- ANNUAL REPORT
03/03/2008 - ANNUAL REPORT
02/12/2007 -- ANNUAL REPORT
06/15/2006 -- Req. Aqent Chanqe
04/12/2006 -- ANNUAL REPORT
03/20/2006 -- Amendment
04/08/2005 - ANNUAL REPORT
03/22/2004 -- ANNUAL REPORT
03/25/2003 -- ANNUAL REPORT
02/20/2003 -- ANNUAL REPORT
02/20/2002 -- ANNUAL REPORT
01/30/2001 -- ANNUAL REPORT
02/08/2000 - ANNUAL REPORT
02/24/1999 -- ANNUAL REPORT
02/06/1998 -- ANNUAL REPORT
03/04/1997 -- ANNUAL REPORT
03/05/1996 -- ANNUAL REPORT
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COVER LETTER
TO: Amendment Section
Division of Corporations
SUBJECT: The Guidance Clinic of the Middle Keys, Inc.
(Name of Surviving Corporation)
The enclosed Articles of Merger and fee are submitted for filing.
Please return all correspondence concerning this matter to following:
James Hanna, General Counsel
(Contact Person)
WestCare Foundation, Inc.
(Firm/Company)
900 Grier Drive
(Address)
Las Vegas, NV 89119
(City/State and Zip Code)
For further information concerning this matter, please call:
James Hanna, General Counsel
(Name of Contact Person)
At (702 ) 385-2090, extension 302
(Area Code & Daytime Telephone Number)
I '" ICertified copy (optional) $8.75 (please send an additional copy ofyonr document if a certified copy is requested)
STREET ADDRESS:
Amendment Section
Division of Corporations
Clifton Building
2661 Executive Center Circle
Tallahassee, Florida 32301
MAILING ADDRESS:
Amendment Section
Division of Corporations
P.O. Box 6327
Tallahassee, Florida 32314
ARTICLES OF MERGER
(Not for Profit Corporations)
The following articles of merger are submitted in accordance with the Florida Not For Profit Corporation
Act, pursuant to section 617.1105, Florida Statutes.
First: The name and jurisdiction of the survivin~ corporation:
Name
Jurisdiction
Document Number
(Ifknownl applicable)
The Guidance Clinic of the Middle Keys, Inc.
Florida
726520
Second: The name and jurisdiction of each mer~in~ corporation:
Name
Jurisdiction
Document Number
(Ifknown! applicable)
The Care Center for Mental Health, Inc.
Florida
770177
Third: The Plan of Merger is attached.
Fourth: The merger shall become effective on the date the Articles of Merger are filed with the Florida
Department of State
OR 10 1 15 / 09 (Enter a specific date. N01E: An effective date cannot be prior to the date of filing or more than
90 days after merger file date).
(Attach additional sheets ifnecessary)
Fifth: ADOPTION OF MERGER BY SURVIVING CORPORATION
(COMPLETE ONLY ONE SECTION)
SECTION I
The plan of merger was adopted by the members of the surviving corporation on July 1, 2008
The number of votes cast for the merger was sufficient for approval and the vote for the plan was as follows:
5 FOR 0 AGAINST
SECTION II
(CHECK IF APPliCABLE) 0 The plan or merger was adopted by written consent of the members and
executed in accordance with section 617.0701, Florida Statutes.
SECTION ill
There are no members or members entitled to vote on the plan of merger.
The plan of merger was adopted by the board of directors on July 1, 2008
office was 8 . The vote for the plan was as follows: 5
AGAINST
The number of directors in
FOR 0
Sixth: ADOPTION OF MERGER BY MERGING CORPORATION(s)
(COMPLETE ONLY ONE SECTION)
SECTION I
The plan of merger was adopted by the members of the merging corporation( s) on
June 11, 2008 . The number of votes cast for the merger was sufficient for approval and the vote
for the plan was as follows: 6 FOR 0 AGAINST
SECTION II
(CHECK IF APPLICABLE) 0 The plan or merger was adopted by written consent of the members and
executed in accordance with section 617.0701, Florida Statutes.
SECfION ill
There are no members or members entitled to vote on the plan of merger.
The plan of merger was adopted by the board of directors on June 11 J 2008 . The number of directors in
office was 7 . The vote for the plan was as follows: 6 FOR 0
AGAINST
Seventh: SIGNATURES FOR EACH CORPORATION
Name of Corporation Sienatureofthe chainnanl Typed or Printed Name of Individual & Title
vice chairman of the board
or an officer.
The Guidance Clinic of the Middle Keys, Inc. ~ r ~~ Richard E. Steinberg I President
The Care Center For Mental Health, Inc. )l::;Z,./ Z ~ Richard E. Steinberg, President
PLAN OF MERGER
The following plan of merger is submitted in compliance with section 6 17.1101, Florida Statutes and in accordance
with the laws of any other applicable jurisdiction of incorporation.
The name and jurisdiction of the surviving corporation:
Name
Jurisdiction
The Guidance Clinic of the Middle Keys, Inc.
Florida
The name and jurisdiction of each merging corporation:
Name
Jurisdiction
The Care Center for Mental Health, Inc.
Florida
The terms and conditions of the merger are as follows:
See Attached Merger Agreement.
A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the
merger is as follows:
As part of the Plan of Merger adopted July 1, 2008, an amendment shall be filed to change the name of the
surviving entity to Guidance/Care Center, Inc., to be effective as of the date of the amendment.
Other provisions relating to the merger are as follows:
Bylaws of The Guidance Clinic of the Middle Keys, Inc., were amended and restated July 1, 2008 as of the
effective date of the merger as define in the Agreement of Merger.
ARTICLES OF MERGER
MERGING
THE CARE CENTER FOR MENTAL HEALTH, INC.
(A Florida Not For Profit Corporation)
WImANDINTO
GUIDANCE CLINIC OF THE MIDDLE KEYS, INC.
(A Florida Not For Profit Corporation)
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The Following Articles of Merger are sub1D.itted in accordance with the Florida Not
For Profit Corporation Act pursuant to section 617.1105, Florida Statutes.
Name of Corporation
The Guidance Clinic of the Middle Keys, Inc.
State of Incorporation
Florida Not For Profit Corporation
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First: The name and jurisdiction of the surviving corporation:
Second: The name and jurisdiction of the merging corporation is:
Name of Corporation
The Care Center for MentalHeal~ Inc.
State of Incorporation
Florida Not For Profit Corporation
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Third: The Agreement and Plan of Merger is attached as Exhibit A. The Agreement and
Plan of Merger has been adopted by the Board of Directors of The Guidance Clinic of1he
Middle Keys, Inc., and the Board of Directors of The Care Center for Mental Health, Inc.
5 VotesFOR
o Votes AGAmST.
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Fourth: The merger sball become effective on October 15,2009.
Fifth: The Plan of Merger has been approved and adopted by the Board of Directors of the
surviving corporation, Guidance Clinic of the Middle.Keys, Inc. The members of the
corporation are one and the same as the members of the Board of Directors, and the Plan of
Merger was adopted by the Board of Directors of the merging corporation on July 01, 2008.
The number of directors in office was five. The vote for the plan was as follows:
IN WITNESS WHEREOF, these Articles of Merger have been executed by The
Guidance Clinic of the Middle Keys, Inc. on this 1st day of October, 2009,
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TIlE GUID~E CLINIC OF TIlE MIDDLE KEYS, INC,
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Guidance ClInk:ojlhe M/ddle Keys,lnc, Page 2
WESTCARE FOUNDATION, INC. To: FLORIDA DEPARTMENT OF ST Check Date: lOn12009
Check Number: 12804
..............., ..... ...j)ate .... ..i.'. .... '.. Description Net Amount
Invoice NUlni>er
ARTICLES OF W. 10/6/2009 FILING FEES FOR MERGER OF GCMK & CCMH $78.75
Totals: $78.75
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Bank 01 Nell3da
m N. Rainbow
Las Vegas, NV 89107
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FLORIDA DEPARTMENT OF STATE
AMENDMENT SECTION
DIVISION OF CORPORATIONS ,,#,J<rv
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P.O. BOX 6327 ~ ..';;' i
TALLAHASSEE, FL 32314 ,..,<"-> I
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WESTCARE FOUNDATION, INC.
P,O. BOX 94738
LAS VEGAS, NV 89193-4738
PAY **Seventy eight and 75/100 Dollars....
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CONSENT TO ASSIGNMENT
This Consent to Assignment is entered into this 17th day of February, 2010, by and between Monroe
County, a political subdivision of the State of Florida, hereafter COUNTY, and Care Center for Mental Health, Inc.,
hereafter ASSIGNOR, and Guidance/Care Center, Inc. hereafter ASSIGNEE.
WHEREAS, on September 16, 2009, the COUNTY and ASSIGNOR entered into a contract for the
provision of Offender Re-Entry Employment Readiness Program services; and
WHEREAS, the Guidance Clinic of the Middle Keys and the Care Center for Mental Health, Inc. have
merged; and
WHEREAS, said agreement will be amended to substitute the name of Care Center for Mental Health, Inc.
for that of Guidance Care Center, Inc.; and
WHEREAS, the assets and operations of the ASSIGNOR have now been transferred to the ASSIGNEE;
Now therefore, inconsideration of the mutual promises of the original agreement as amended herein, the
parties agree as follows:
1. The Assignor assigns to Assignee all the Assignor's rights, title and interest in the original agreement.
2. In consideration for such consent, the Assignee agrees to be bound by all the terms and conditions of
the original agreement, as amended above.
3. The remaining provisions of the agreement dated September 16, 2009, not inconsistent herewith,
remain in full force and effect.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
By:
Deputy Clerk
Mayor/Chairman
Witnesses:
Care Center for Mental Health, Inc. (ASSIGNOR)
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Signatur,e
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Printed Name
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MONROE COUNTY ATTORNEY
APPROVED AS TO FORM:
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CHRISTINE M. LIMBERT-BARROWS
ASSISTANT COUNTY ATTORNEY
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RECOVERY ACT EDWARD BYRNE MEMORIAL JUSTICE ASSISTANCE GRANT
PROGRAM FUNDS AGREEMENT
THIS AGREEMENT is made and entered into this 16th day of Seotember. 2009,
by and between MONROE COUNTY, a political subdivision of the State of Florida,
whose address is 1100 Simonton Street, Key West, FL 33040, hereinafter referred to
as "COUNTY," and The Care Center for Mental Health, hereinafter referred to as
"AGENCY."
WITNESSETH
WHEREAS, the Florida Department of Law Enforcement has awarded a sub-
grant of Recovery Act Edward Byrne Memorial Justice Assistance to the COUNTY to
implement an Offender Re-Entry Employment Readiness Program to provide services
offenders held in local correctional facilities; and
WHEREAS, the County is in need of an implementing agency to provide said
services under this Program; and
WHEREAS, the AGENCY is the sole provider of this program; and
WHEREAS, the COUNTY has agreed to disburse the Recovery Act Edward
Byrne Memorial Assistance Grant funds to the AGENCY in accordance with the
COUNTY'S application for the Recovery Act Edward Byrne Memorial Assistance Grant
NOW THEREFORE, in consideration of the mutual understandings and
agreements set forth herein, the COUNTY and the AGENCY agree as follows:
1. TERM - The term of this Agreement is from October 1 , 2009 through
September 30, 2010, the date of the signature by the parties notwithstanding, unless
earlier terminated as provided herein.
2. SERVICES - The AGENCY will provide services as outlined in the
COUNTY'S Recovery Act Edward Byrne Memorial Justice Assistance Sub-grant Award,
attached and made a part hereof.
3. FUNDS - The total project budget to be expended by the AGENCY in
performance of the services set forth in Section 2 of this agreement shall be the total
sum of $44,900. All funds shall be distributed and expended in accordance with the
Project Budget Narrative submitted as outlined in the grant agreement.
4. INCORPORA TION BY REFERENCE - The prOVisions of those certain
documents entitled "State of Florida Office of Criminal Justice Grants Florida
Department of Law Enforcement SUb-grant Award Certificate and Application" and all
laws, rules and regulations relating thereto are incorporated by reference, (Attachment
C).
5. IMPLEMENTING AGENCY BOUND - The AGENCY is an implementing
agency under the COUNTY'S Recovery Act Edward Byrne Memorial Assistance Grant
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Program, and shall be bound by all the provisions of the documents incorporated by
reference in Section 4 of this Agreement. Additionally, the AGENCY shall be bound by
all laws, rules, and regulations relating to the COUNTY'S performance under the Florida
Department of law Enforcement Recovery Act Edward Byrne Memorial Assistance
Grant Program.
6. BILLING AND PAYMENT
(a) The AGENCY shall comply with the special program and expenditure
reporting requirements for Recovery Act funds. The AGENCY shall render to the
COUNTY a detailed quarterly program report not later than three calendar days after
the end of each calendar quarter. The AGENCY shall render to the COUNTY, at the
close of each calendar month, an itemized invoice properly dated, describing the
services rendered, the cost of the services, and all other information required by the
Program Director. The original invoice shall be sent to:
Grants Administrator
1100 Simonton Street
Key West, FL 33040
(b) Payment shall be made after review and approval by the COUNTY within
thirty (30) days of receipt of the correct and proper invoice submitted by the AGENCY.
7. TERMINATION - This Agreement may be terminated by either party at
any time, with or without cause, upon not less than thirty (30) days written notice
delivered to the other party. The COUNTY shall not be obligated to pay for any
services provided by the AGENCY after the AGENCY has received notice of
termination. In the event there are any unused Residential Substance Abuse
Treatment Funds, the AGENCY shall promptly refund those funds to the COUNTY or
otherwise use such funds as the COUNTY directs.
8. ACCESS TO FINANCIAL RECORDS - The AGENCY shall maintain
appropriate financial records which shall be open to the pUblic at reasonable times and
under reasonable conditions for inspection and examination and which comply with the
Agreement incorporated in Section 4 of this Agreement.
9. AUDIT - The AGENCY shall submit to the COUNTY an audit report
covering the term of this Agreement, within one-hundred twenty (120) days following
the Agreement's lapse or early termination and shall also comply with all provisions of
the Agreement incorporated in Section 4 of this Agreement.
10. NOTICES - Whenever either party desires to give notice unto the other, it
must be given by written notice, sent by registered United States mail, with return
receipt requested, and sent to:
FOR COUNTY:
Grants Administrator
1100 Simonton Street
Key West, FL 33040
FOR PROVIDER:
Jamie Pipher
Guidance Clinic/Care Center
1205 Fourth Street
Key West, Fl 33040
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Either of the parties may change, by written notice as provided above, the addresses or
persons for receipt of notices.
11. UNAVAILABILITY OF FUNDS - If the COUNTY shall learn that funding
from the Florida Department of Law Enforcement cannot be obtained or cannot be
continued at a level sufficient to allow for the services specified herein, this Agreement
may then be terminated immediately, at the option of the COUNTY, by written notice of
termination delivered in person or by mail to the AGENCY at its address specified
above. The COUNTY shall not be obligated to pay for any services provided by the
AGENCY after the AGENCY has received notice of termination.
12. COMPLIANCE WITH LAWS AND REGULATIONS -In providing all
services pursuant to this Agreement, the AGENCY shall abide by all statutes,
ordinances, rules, and regulations pertaining to, or regulating the provision of, such
services, including those now in effect and hereafter adopted, and particularly Article 1,
Section 3 of the Constitution of the State of Florida and Article 1 of the United States
Constitution, which provide that no revenue of the state or any political subdivision shall
be utilized, directly or indirectly, in aid of any church, sect or religious denomination or
in aid of any sectarian institution. Any violation of said statutes, ordinances, rules, or
regulations shall constitute a material breach of this Agreement immediately upon
delivery of written notice of termination to the AGENCY. If the AGENCY receives notice
of material breach, it will have thirty days in order to cure the material breach of the
contract. If, after thirty (30) days, the breach has not been cured, the contract will
automatically be terminated.
13. ASSIGNMENTS AND SUBCONTRACTING _ Neither party to this
Agreement shall assign this Agreement or any interest under this Agreement, or
subcontract any of its obligations under this Agreement, without the written consent of
the other.
14. EMPLOYEE STATUS - The AGENCY is an independent contractor.
Persons employed by the AGENCY in the performance of services and functions
pursuant to this Agreement shall have no claim to pension, worker's compensation,
unemployment compensation, civil service or other employee rights or priVileges
granted to the COUNTY'S officers and employees either by operation of law or by the
COUNTY.
15. INDEMNIFICATION - The AGENCY agrees to hold harmless, indemnify,
and defend the COUNTY, its commissioners, officers, employees, and agents against
any and all claims, losses, damages, or lawsuits for damages. arising from, allegedly
arising from, or related to the provision of services hereunder by the AGENCY.
16. ENTIRE AGREEMENT
(a) It is understood and agreed that the entire Agreement of the parties is
contained herein and that this Agreement supersedes all oral agreements and
negotiations between the parties relating to the subject matter hereof as well as any
previous agreements presently in effect between the parties relating to the subject
matter hereof.
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(b) Any alterations, amendments, deletions, or waivers of the provisions of
this Agreement shall be valid only when expressed in writing and duly signed by the
parties.
IN WITNESS WHEREOF, the parties to this Agreement have caused their
names to be affixed hereto by the proper officers thereof for the purposes herein
expressed at Monroe County, Florida, on the day and year first written above.
(SEAL)
BOARD OF COUNTY
COMMISSIONERS
:J:ROE CO~r:!.TY. FlORJ~
B . ~Lc 0 )~,e.(f
Mayor/Chairman
ATTEST: DANNY L. KOlHAGE. Clerk
BY:~~}C.. ~
Deputy Clerk
Guidance Clinic/Care Center
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MONROE COUNTY ATTCRNE'!
., APPROV,ED AS TO FORM:
( ~111t-, / fLJ)., C utt- &~( 'Vr If .J
CHAISTINE\1. '-1MB RT-BARROWS
ASSISTApt9.0'-!t'HY ATTORNEY
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MONROE COUNTY ATTORNEY
APPRO~p AS TO FORM:
{!A Ji-t I & "C1tA:l-g,."'Jlh vd
CHRISTINE M. L!MBERT-8AARO''i'lS
f\SSISTft~T ~OIjN~ATTORNE:Y
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ATTACHMENT A
EXPENSE REIMBURSEMENT REQUIREMENTS
This document is intended to provide basic guidelines to Human Service Organizations,
county travelers, and contractual parties who have reimbursable expenses associated with
Monroe County business. These guidelines, as they relate to travel, are from Florida Statute
112.061.
A cover letter summarizing the major line items on the reimbursable expense request needs
to also contain a notarized certified statement such as:
"I certify that the attached expenses are accurate and in agreement with the records
of this organization. Furthermore, these expenses are in compliance with this organization's
contract with the Monroe County Board of County Commissioners."
Invoices should be billed to the contracting agency. Third party payments will not be
considered for reimbursement. Remember, the expense should be paid prior to requesting a
reimbursement.
Only current charges will be considered, no previous balances.
Reimbursement requests will be monitored In accordance with the level of detail In the
contract. This document should not be considered all-inclusive. The Clerk's Finance
Department reserves the right to review reimbursement requests on an individual basis.
Any questions regarding these gUidelines should be directed to 305-292-3534.
Data Processing, PC Time, etc.
The vendor invoice is required for reimbursement. Inter-company allocations are not
considered reimbursable expenditures unless appropriate payroll journals for the charging
department are attached and certified.
Pavroll
A certified statement verifying the accuracy and authenticity of the payroll expense is
needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or
hourly rate, total hours worked, Withholding information and payroll taxes, c/:leck number
and check amount. If a Payroll Journal is not provided, the following information must be
provided: check amount, check number, date, payee, support for applicable payroll taxes.
Postage, Overnight Deliveries, Courier, etc.
A log of all postage expenses as they relate to the County contract is required for
reimbursement. For overnight or express deliveries, the vendor invoice must be included.
Rents, Leases, etc.
A copy of the rental or lease agreement is required. Deposits and advance payments are
not allowable expenses.
ReprOductions, Copies, etc.
A log of copy expenses as they relate to the County contract is required for reimbursement.
The log must define the date, number of copies made, Source document, purpose, and
recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the
vendor invoice and a sample of the finished product are required,
Supplies, Services, etc.
For supplies or services ordered, a vendor invoice is required.
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Telefax, Fax, etc.
A fax log is required. The log must define the sender, the intended recipient, the date, the
number called, and the reason for sending the fax.
Telephone Expenses
A user log of pertinent information must be remitted including: the party called, the caller,
the telephone number, the date, and the purpose of the call.
Travel Expenses
Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of
Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061.
Credit card statements are not acceptable documentation for reimbursement. If attending a
conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the
original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to
facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel
purchases should be documented with paid receipts. Taxis are not reimbursed if taken to
arrive at a departure pOint: for example, taking a taxi from one's residence to the airport for
a business trip is not reimbursable. Parking is considered a reimbUrsable travel expense at
the destination. Airport parking during a business trip is not.
A detailed list of charges is required on the lodging invoice. Balance due must be zero.
Room must be registered and paid for by traveler. The County will only reimburse the
actual room and related bed tax. Room service, movies, and personal telephone calls are
not allowable expenses.
Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM,
MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal gUidelines
state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and
end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner
reimbursement.
Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER
DIEM, MEALS, AND MILEAGE POUCY of the Monroe County Code of Ordinances. An
odometer reading must be included on the state travel voucher for vicinity travel. Mileage is
not allowed from a residence or office to a point of departure. For example, driving from
one's home to the airport for a business trip is not a reimbursable expense.
Non-allowable Expenses
The fOllowing expenses are not allowable for reimbursement: capital outlay expenditures
(unless specifically included in the contract), contributions, depreciation expenses (unless
specifically Included in the contract), entertainment expenses, fundraising, non -sufficient
check charges, penalties and Fines.
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ATTACHMENT B
ORGANIZATION
LElTERHEAD
Monroe County Board of County Commissioners
Finance Department
500 Whitehead Street
Key West, FL 33040
Date
The fOllowing is a summary of the expenses for (Oraanization name) for the time
period of to
Check # Payee Reason Amount
101 Company A Rent $ X,XXX.XX
102 Company B Util ities XXX.XX
104 Employee A P/R ending 05/14/01 XXX. XX
105 Employee B P/R ending OS/28/01 XXX.XX
(A) Total $ X. XX2(J{X
(B) Total prior payments $ X,XXX.XX
(C) Total requested and paid (A + B) $ X,XXX.XX
(D) Total contract amount $ X,XXX.XX
Balance of contract (D-C) $ X.XXX.x~
I certify that the above checks have been submitted to the vendors as noted and
that the expenses are accurate and in agreement with the records of this
organization. Furthermore, these expenses are in compliance with this
organization's contract with the Monroe County Board of County Commissioners and
will not be submitted for reimbursement to any other funding source.
Executive Director
Attachments (SUpporting documentation)
Sworn to and subscribed before me this _ day of
by who is personally known to me.
20_
Notary Public
Notary Stamp
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PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit
a bid on a contract with a public entity for the construction or repair of a
public bUilding or public work, may not submit bids on leases of real property
to public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public entity,
and may not transact business with any public entity in excess of the
threshold amount provided in Section 287.017, for CATEGORY TWO for a
period of 36 months from the date of being placed on the convicted vendor
list. "
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SWORN STATEMENT UNDER ORDINANCE NO. 10-199Q
MONROE COUNTY. FLORIDA
commission, percentage, gift, or consideration paid to the former County officer or employee.
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
may, in its discretion, terminate this contract without liability and may also, in its discretion,
Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
therwise had act on his/its behalf any former County officer or employee in violation of
warrants that he/it has not employed, retained
STATE OF V-, f:TY \ c~ ~
COUNTY OF ~~\JY\ '( eYe ~
Date:
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
~ ~ ,e T. r, ~ 1-..;( who, a~e, fi.-s' being sworn by me, affixed hlsfhe'
signature (name of individual signing) ;n the space provided above on this '30 tlrday of
~~~\'Y~ k{
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NOTARY PUBLIC
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My commission expires:
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:~'!!"/i;:~~'~ MARiANNE K BENVENUTI
t\~)7 MY COMMISSION # 00617255
';:r;'1'r.~ EXPIRES December 29. 2010
(40T)398-{)153 P1ondaNotarySefY'CG.com
OMB - MCP FORM #4
www.sunbiz.org - Department of State
Page 1 of2
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Florida Non Profit Corporation
GUIDANCE/CARE CENTER, INC.
Filing Information
Document Number 726520
FEIIEIN Number 591458324
Date Filed OS/28/1973
State FL
Status ACTIVE
Last Event MERGER NAME CHANGE
Event Date Filed 10/13/2009
Event Effective Date NONE
Principal Address
3000 41 ST STREET OCEAN
MARATHON FL 33050
Changed 07/01/1991
Mailing Address
900 GRIER DRIVE
LAS VEGAS NV 89119
Changed 06/15/2006
Registered Agent Name & Address
BUSINESS FILINGS INCORPORATED
1203 GOVERNORS SQUARE BLVD.
SUITE 101
TALLAHASSEE FL 32301-2960 US
Name Changed: 06/15/2006
Address Changed: 06/15/2006
Officer/Director Detail
Name & Address
Title CD
MAPES, LYNN
345 14TH ST
KEY COLONY BEACH FL 33051
Title TO
RAMSEY, COL. RICK
5525 COLLEGE RD.
KEY WEST FL 33040
Title 0
MEARNS, MARJORIE
400 70TH STREET, GULF
MARATHON FL 33050
Title PO
STEINBERG, RICHARD
900 GRIER DR
http://sunbiz.org/scripts/cordet.exe?action=DETFIL&inqdocnumber=726520&inacame...1 /26/201 0
www.sunbiz.org - Department of State
LAS VEGAS NV 89119
Title 0
WALSH, THOMAS
180 28TH AVE. N.
SAINT PETERSBURG FL 33704
TitleVC
SCHRADER,KATHLEEN
203 APACHE STREET
TAVERNIER FL 33070
Annual Reports
Report Year Filed Date
2007 02/12/2007
2008 03/03/2008
2009 04/24/2009
Document Images
10/13/2009 -- Merqer
04/24/2009 -- ANNUAL REPORT
03/03/2008 -- ANNUAL REPORT
02/12/2007 -- ANNUAL REPORT
06/15/2006 -- Reo. AQent ChanQe
04/12/2006 -- ANNUAL REPORT
03/20/2006 -- Amendment
04/08/2005 -- ANNUAL REPORT
03/22/2004 -- ANNUAL REPORT
03/25/2003 - ANNUAL REPORT
02/20/2003 -- ANNUAL REPORT
02/20/2002 -- ANNUAL REPORT
01/30/2001 -- ANNUAL REPORT
02/0812000 - ANNUAL REPORT
02/24/1999 -- ANNUAL REPORT
02/06/1998 -- ANNUAL REPORT
03/04/1997 -- ANNUAL REPORT
03/05/1996 -- ANNUAL REPORT
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COVER LETTER
TO: Amendment Section
Division of Corporations
SUBJECT: The Guidance Clinic of the Middle Keys, Inc.
(Name of Surviving Corporation)
The enclosed Articles of Merger and fee are submitted for filing.
Please return all correspondence concerning this matter to following:
James Hanna, General Counsel
(Contact Person)
WestCare Foundation, Inc.
(Firm/Company)
900 Grier Drive
(Address)
Las Vegas, NV 89119
(City/State and Zip Code)
For further information concerning this matter, please call:
James Hanna, General Counsel
(Name of Contact Person)
At (702 ) 385-2090, extension 302
(Area Code & Daytime Telephone Number)
I '" ICertified copy (optional) $8.75 (please send an additional copy of your document if a certified copy is requested)
STREET ADDRESS:
Amendment Section
Division of Corporations
Clifton Building
2661 Executive Center Circle
Tallahassee, Florida 32301
MAILING ADDRESS:
Amendment Section
Division of Corporations
P.O. Box 6327
Tallahassee, Florida 32314
:;
ARTICLES OF MERGER
(Not for Profit Corporations)
The following articles of merger are submitted in accordance with the Florida Not For Profit Corporation
Act, pursuant to section 617.1105, Florida Statutes.
First: The name and jurisdiction of the survivin2 corporation:
Name
Jurisdiction
Document Number
(If known/ applicable)
The Guidance Clinic of the Middle Keys, rnc.
Florida
726520
Second: The name and jurisdiction of each mentin2 corporation:
Name
Jurisdiction
Docwnent Nwnber
(Ifknown/ applicable)
The Care Center for Mental Health, Inc.
Florida
770177
Third: The Plan of Merger is attached.
Fourth: The merger shall become effective on the date the Articles of Merger are filed with the Borida
Department of State
OR 1 0 / 15 / 09 (Enter a specific date. N01E: An effective date cannot be prior to the date of filing or more than
90 days after merger file date).
(Attach additional sheets ifnecessary)
Fifth: ADOPTION OF MERGER BY SURVIVING CORPORATION
(COMPLETE ONLY ONE SECTION)
SECTION I
The plan of merger was adopted by the members of the surviving corporation on July 1, 2008
The number of votes cast for the merger was sufficient for approval and the vote for the plan was as follows:
5 FOR 0 AGAINST
SECTION IT
(CHECK IF APPLICABLE) 0 The plan or merger was adopted by written consent of the members and
executed in accordance with section 617.0701, Florida Statutes.
SECTION ill
There are no members or members entitled to vote on the plan of merger.
The plan of merger was adopted by the board of directors on July 1, 2008
office was 8 . The vote for the plan was as follows: 5
AGAINST
. The number of directors in
FOR 0
Sixth: ADOPTION OF MERGER BY MERGING CORPORATION(s)
(COMPLETE ONLY ONE SECTION)
SECTION I
The plan of merger was adopted by the members of the merging corporation( s) on
June 11, 2008 . The number ofvotes cast for the merger was sufficient for approval and the vote
for the plan was as follows: 6 FOR 0 AGAINST
SECTION IT
(CHECK IF APPLICABLE) 0 The plan or merger was adopted by written consent of the members and
executed in accordance with section 617.0701, Florida Statutes.
SECTION ill
There are no members or members entitled to vote on the plan of merger.
The plan ofmerger was adopted by the board of directors on June 11, 2008 . The number of directors in
office was 7 . The vote for the plan was as follows: 6 FOR 0
AGAINST
Seventh: SIGNATURES FOR EACH CORPORATION
Name of Corporation Silmatureof the chainnanl Typed or Printed Name of Individual & Title
vice chairman of the board
or an officer.
The Guidance ClfnicoftheMlddle Keys. Inc. ~r ~~ Richard E. Steinberg, President
The Care Center For Mental Health, Inc. "}l;:;.L/ Z ~ Richard E. Steinberg, President
PLAN OF MERGER
The following plan of merger is submitted in compliance with section 617.1101, Florida Statutes and in accordance
with. the laws of any other applicable jurisdiction of incorporation.
The name and jurisdiction of the surviving corporation:
Name
Jurisdiction
The Guidance Clinic of the Middle Keys, Inc.
Florida
The name and jurisdiction of each merging corporation:
Name
Jurisdiction
The Care Center for Mental Health, Inc.
Florida
The terms and conditions of the merger are as follows:
See Attached Merger Agreement.
A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the
merger is as follows:
As part of the Plan of Merger adopted July 1, 2008, an amendment shall be filed to change the name of the
surviving entity to Guidance/Care Center, Inc., to be effective as of the date of the amendment.
Other provisions relating to the merger are as follows:
Bylaws of The Guidance Clinic of the Middle Keys, Inc., were amended and restated July 1, 2008 as of the
effective date of the merger as define in the Agreement of Merger.
ARTICLES OF MERGER
MERGING
THE CARE CENTER FOR MENTAL HEALTH, INC.
(A Florida Not For Profit Corporation)
WImANDINTO
GUIDANCE CLINIC OF THE MIDDLE KEYS, INC.
(A Florida Not For Profit Corporation)
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The Following Articles of Merger are submitted in accordance with the Florida Not
For Profit Corporation Act pursuant to section 617.1105, Florida S~atutes.
Name of Corporation
The Guidance Clinic of the Middle Keys, Inc.
State of Incorporation
Florida Not FOI Profit Corporation
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First: The name and jurisdiction of the surviving corporation:
Second: The name and jurisdiction of the merging corporation is:
Name of Corporation
The Care Center for MentalHealtl4 Inc.
State of Incorporation
Florida Not For Profit Corporation
Third: The Agreement and Plan of Merger is attached as Exhibit A. The Agreement and
Plan of Merger has been adopted by the Board of Directors of The Guidance Clinic of1he
Middle Keys, Inc., and the Board of Directors of The Care Center for Mental Health, Inc.
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5 Votes FOR
o Votes AGAINST.
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Fourth: The merger shall become effective on October 15,2009.
Fifth: The Plan of Merger has been approved and adopted by the Board ofDITectors of the
surviving corporation, Guidance Clinic of the Middle.Keys, Inc. The members of the
corporation are one and the same as the members of the Board of Directors, and the Plan of
Merger was adopted by the Board of Directors of the merging corporation on July 01,2008.
The number of directors in office was five. The vote for the plan was as follows:
IN WITNESS WHEREOF, these Articles of Merger have been executed by The
Guidance Clinic of the Middle Keys, Inc. on this 1st day of October, 2009.
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TIlE GUIDVCE CLINIC OF TIlE MIDDLE KEYS, INC.
By: ~I' ler
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Guidance Cllnlcoflhe MIddle Key$.lnc. Page;2
WESTCARE FOUNDATION, INC. To: FLORIDA DEPARTMENT OF ST Check Date: lOn12009
Check Number: 12804
.' .. .>iDate '.i>. .. ..... . Description ..
Invoice NUllilJ:el" Net Amount
ARTICLES OF rv. 10/6/2009 FILING FEES FOR MERGER OF GCMK & CCMH $78.75
Totals: $78,75
.
WESTCARE FOUNDATION, INC.
P.O. BOX 94738
LAS VEGAS, NV 89193-4738
Bank of Nevada
m N. Rainbow
Las Vegas, NV 69107
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FLORIDA DEPARTMENT OF STATE
AMENDMENT SECTION
DIVISION OF CORPORATIONS ",j"<("v
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P.O. BOX 6327 ..{'
TALLAHASSEE, FL 32314 '%'b<,'<"""
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II- 0 . 2 B 0 1..11- I: ;1. 2 2 I.. 0 . 7 7 B I: 7 500 b q 7 50 1 II-
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PAY **Seventy eight and 75/100 Dollars....
TO
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CONSENT TO ASSIGNMENT
This Consent to Assignment is entered into this 17th day of February, 2010, by and between Monroe
County, a political subdivision of the State of Florida, hereafter COUNTY, and Care Center for Mental Health, Inc.,
hereafter ASSIGNOR, and Guidance/Care Center, Inc. hereafter ASSIGNEE.
WHEREAS, on September 16, 2009, the COUNTY and ASSIGNOR entered into a contract for the
provision of Residential Substance Abuse Treatment Program services; and
WHEREAS, the Guidance Clinic of the Middle Keys and the Care Center for Mental Health, Inc. have
merged; and
WHEREAS, said agreement will be amended to substitute the name of Care Center for Mental Health, Inc.
for that of Guidance Care Center, Inc.; and
WHEREAS, the assets and operations of the ASSIGNOR have now been transferred to the ASSIGNEE;
Now therefore, inconsideration of the mutual promises of the original agreement as amended herein, the
parties agree as follows:
1. The Assignor assigns to Assignee all the Assignor's rights, title and interest in the original agreement.
2. In consideration for such consent, the Assignee agrees to be bound by all the terms and conditions of
the original agreement, as amended above.
3. The remaining provisions of the agreement dated September 16, 2009, not inconsistent herewith,
remain in full force and effect.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
By:
Deputy Clerk
Mayor/Chairman
Witnesses:
Care Center for Mental Health, Inc. (ASSIGNOR)
By qem-;~(j,~ ~
Signature
J"'a~(e p ~ pl~ij
Printed Name
BY:V~, ~ ~f~
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By: ~- ~Ct c- Covc!/lJ/'^
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Date:
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Witnesses:
By
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By ~:7~t~nc. (ASSIGNEE)
. SIgnature
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Printed Name
\ \ L'" ( MONROE COUNTY ATTORNEY
Date: ' (() APPROVED AS TO FORM:
c;8~fti~E ~11~~4~~~~ 1A~~~~d
ASSISTANT COUNTY ATTORNEY
Date I/o;p\/Jn
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By
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RESIDENTIAL SUBSTANCE ABUSE TREATMENT FUNDS AGREEMENT
THIS AGREEMENT is made and entered into this 16th day of Seotember. 2009,
by and between MONROE COUNlY, a political subdivision of the State of Florida,
whose address is 1100 Simonton Street, Key West, FL 33040, hereinafter referred to
as "COUNlY." and The Care Center for Mental Health, hereinafter referred to as
"AGENCY. "
WITNESSETH
WHEREAS, the Florida Department of Law Enforcement has awarded a sub-
grant of Residential Substance Abuse Treatment Funds to the COUNlY to implement a
program that provides residential substance abuse treatment services to offenders held
in local correctional facilities who have at least six months and no more than twelve
months of their sentence left to serve; and
WHEREAS, the County is in need of an implementing agency to provide said
services under this Program; and
WHEREAS, the AGENCY is the sole provider of this program; and
WHEREAS, the COUNlY has agreed to disburse the Residential Substance
Abuse Treatment Funds to the AGENCY in accordance with the COUNlY'S application
for the Residential Substance Abuse Treatment Funds.
NOW THEREFORE, in consideration of the mutual understandings and
agreements set forth herein, the COUNlY and the AGENCY agree as follows:
1. TERM - The term of this Agreement is from September 1, 2009 through
August 31, 2010, the date of the signature by the parties notwithstanding, unless earlier
terminated as provided herein.
2. SERVICES - The AGENCY will provide services as outlined in the
COUNlY'S Residential Substance Abuse Treatment Sub-grant AWard, attached and
made a part hereof.
3. FUNDS - The total project budget to be expended by the AGENCY in
performance of the services set forth in Section 2 of this agreement shall be the total
sum of $66,667.00. The total sum represents federal grant/state sub-grant support in
the amount of $50,000.00 and local matching funds in the amount of $16,667.00, which
amount shall be provided by the county through the grant matching funds account. All
funds shall be distributed and expended in accordance with the Project Budget
Narrative submitted as outlined in the grant agreement.
4. INCORPORA TION BY REFERENCE - The provisions of those certain
documents entitled "State of Florida Office of Criminal Justice Grants Florida
Department of Law Enforcement Sub-grant Award Certificate and Application" and all
laws, rules and regulations relating thereto are incorporated by reference, (Attachment
C).
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5. IMPLEMENTING AGENCY BOUND - The AGENCY is an implementing
agency under the COUNTY'S Residential Substance Abuse Treatment Program, and
shall be bound by all the provisions of the documents incorporated by reference in
Section 4 of this Agreement. Additionally, the AGENCY shall be bound by all laws,
rules, and regulations relating to the COUNTY'S performance under the Florida
Department of Law Enforcement Residential Substance Abuse Treatment Grant
Program.
6. BILLING AND PAYMENT
(a) The AGENCY shall render to the COUNTY, at the close of each calendar
month, an itemized invoice properly dated, describing the services rendered, the cost of
the services, and all other information required by the Program Director. The original
invoice shall be sent to:
Grants Administrator
1100 Simonton Street
Key West, FL 33040
(b) Payment shall be made after review and approval by the COUNTY within
thirty (30) days of receipt of the correct and proper invoice submitted by the AGENCY.
7. TERMINATION - This Agreement may be terminated by either party at
any time, with or without cause, upon not less than thirty (30) days written notice
delivered to the other party. The COUNTY shall not be obligated to pay for any
services provided by the AGENCY after the AGENCY has received notice of
termination. In the event there are any unused Residential Substance Abuse
Treatment Funds, the AGENCY shall promptly refund those funds to the COUNTY or
otherwise use such funds as the COUNTY directs.
8. ACCESS TO FINANCIAL RECORDS - The AGENCY shall maintain
appropriate financial records which shall be open to the pUblic at reasonable times and
under reasonable conditions for inspection and examination and which comply with the
Agreement incorporated in Section 4 of this Agreement.
9. AUDIT - The AGENCY shall submit to the COUNTY an audit report
covering the term of this Agreement, within one-hundred twenty (120) days following
the Agreement's lapse or early termination and shall also comply with all provisions of
the Agreement incorporated in Section 4 of this Agreement.
10. NOTICES - 'Nhenever either party desires to give notice unto the other, it
must be given by written notice, sent by registered United States mail, with return
receipt requested, and sent to:
FOR COUNTY:
Grants Administrator
1100 Simonton Street
Key West, FL 33040
FOR PROVIDER:
Jamie Pipher
Guidance Clinic/Care Center
1205 Fourth Street
Key West, FL 33040
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Either of the parties may change, by written notice as provided above, the addresses or
persons for receipt of notices.
11. UNAVAILABILITY OF FUNDS - If the COUNTY shall/earn thatfunding
from the Florida Department of Law Enforcement cannot be obtained or cannot be
continued at a level sufficient to allow for the services specified herein, this Agreement
may then be terminated immediately, at the option of the COUNTY, by written notice of
termination delivered in person or by mail to the AGENCY at its address specified
above. The COUNTY shall not be obligated to pay for any services provided by the
AGENCY after the AGENCY has received notice of termination.
12. COMPLIANCE WITH LAWS AND REGULATIONS -In providing all
services pursuant to this Agreement, the AGENCY shall abide by all statutes,
ordinances, rules, and regulations pertaining to, or regulating the provision of, such
services, including those now in effect and hereafter adopted, and particularly Article 1,
Section 3 of the Constitution of the State of Florida and Article 1 of the United States
Constitution, which provide that no revenue of the state or any political subdivision shall
be utilized, directly or indirectly, in aid of any church, sect or religious denomination or
in aid of any sectarian institution. Any violation of said statutes, ordinances, rules, or
regulations shall constitute a material breach of this Agreement immediately upon
delivery of written notice of termination to the AGENCY. If the AGENCY receives notice
of material breach, it will have thirty days in order to cure the material breach of the
contract. If, after thirty (30) days, the breach has not been cured, the contract will
automatically be terminated.
13. ASSIGNMENTS AND SUBCONTRACTING _ Neither party to this
Agreement shall assign this Agreement or any interest under this Agreement, or
subcontract any of its obligations under this Agreement, without the written consent of
the other.
14. EMPLOYEE STATUS - The AGENCY is an independent contractor.
Persons employed by the AGENCY in the performance of services and functions
pursuant to this Agreement shall have no claim to pension, worker's compensation,
unemployment compensation, civil service or other employee rights or priVileges
granted to the COUNTY'S officers and employees either by operation of law or by the
COUNTY.
15. INDEMNIFICATION - The AGENCY agrees to hold harmless, indemnify,
and defend the COUNTY, its commissioners, officers, employees, and agents against
any and all claims, losses, damages, or lawsuits for damages, arising from, allegedly
arising from, or related to the provision of services hereunder by the AGENCY.
16. ENTIRE AGREEMENT
(a) It is understood and agreed that the entire Agreement of the parties ;s
contained herein and that this Agreement supersedes all oral agreements and
negotiations between the parties relating to the subject matter hereof as well as any
previous agreements presently in effect between the parties relating to the subject
matter hereof.
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(b) Any alterations, amendments, deletions, or waivers of the provisions of
this Agreement shall be valid only when expressed in writing and duly signed by the
parties.
IN WITNESS WHEREOF, the parties to this Agreement have caused their
names to be affixed hereto by the proper officers thereof for the purposes herein
expressed at Monroe County, Florida, on the day and year first written above.
(SEAL)
A nEST: DANNY L. KOLHAGE, Clerk
By:~M t. ~Ofi\~
Deputy Clerk
BOARD OF COUNTY
COMMISSIONERS
OF MO ROE COUNTY, FLORIDA
By: ~c n0LA4.. ~
Mayor/Chairman
-
Guidance CliniC/Care Center
ByCfm~Q~ ,
Title: 1\ ~ }(,)A:r>" \l ~
MONAOE COUNTY ATTORNE'(
)l~PA9..VED^ AS TO FOAM:
(. .It, (f,/;)/.l u y. /!r;tf{11IJ I,)
CHRISTINE M. UMdERT-8ARROWS
:\SSISTA~T C~UNTY ATTORNEY
D:lte r/;)., Ita
I
MONROE COurHV /\TTORNE'(
PPROVr:: -) ;;8 T'J FORM:
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C RISTIN :0. 'Y.'Bi:: T.8A8RO\"IS
ASS/STltf CC:.''jij ATTORNEY
Date fAa/
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ATTACHMENT A
EXPENSE REIMBURSEMENT REQUIREMENTS
This document is intended to provide basic guidelines to Human Service Organizations,
county travelers, and contractual parties who have reimbursable expenses associated with
Monroe County business. These guidelines, as they relate to travel, are from Florida Statute
112.061.
A cover letter summarizing the major line items on the reimbursable expense request needs
to also contain a notarized certified statement such as:
"I certify that the attached expenses are accurate and in agreement with the records
of this organization. Furthermore, these expenses are in compliance with this organization's
contract with the Monroe County Board of County Commissioners."
Invoices should be billed to the contracting agency. Third party payments will not be
considered for reimbursement. Remember, the expense should be paid prior to requesting a
reimbursement.
Only current charges will be considered, no previous balances.
Reimbursement requests will be monitored in accordance with the level of detail in the
contract. This document should not be considered ail-inClusive. The Clerk's Finance
Department reselVes the right to review reimbursement requests on an individual basis.
Any questions regarding these gUidelines should be directed to 305-292-3534.
Data Processing, PC Time, etc.
The vendor invoice Is required for reimbursement. Inter-company allocations are not
considered reimbursable expenditures unless appropriate payroll journals for the charging
department are attached and certified.
Pavroll
A certified statement verifying the accuracy and authenticity of the payroll expense Is
needed. If a Payroll Journal is provided, it should include: dates, employee name, salary or
hourly rate, total hours worked, Withholding information and payroll taxes, check number
and check amount. If a Payroll Journal is not provided, the following information must be
provided: check amount, check number, date, payee, support for applicable payroll taxes.
Postage, Overnight Deliveries, Courier, etc.
A log of all postage expenses as they relate to the County contract is required for
reimbursement. For overnight or express deliveries, the vendor invoice must be included.
Rents, Leases, etc.
A copy of the rental or lease agreement Is required. Deposits and advance payments are
not allowable expenses.
Reproductions, Copies, etc.
A log of copy expenses as they relate to the County contract Is required for reimbursement.
The log must define the date, number of copies made, source document, purpose, and
recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the
vendor invoice and a sample of the finished product are required.
Supplies, Services, etc.
For supplies or services ordered, a vendor invoice is required.
".
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Telefax, Fax, etc.
A fax log is required. The log must define the sender, the intended recipient, the date, the
number calfed, and the reason for sending the fax.
Telephone Expenses
A user log of pertinent information must be remitted including: the party called, the calfer,
the telephone number, the date, and the purpose of the calf.
Travel Expenses
Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of
Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061.
Credit card statements are not acceptable documentation for reimbursement. If attending a
conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the
original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to
facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel
purchases should be documented with paid receipts. Taxis are not reimbursed if taken to
arrive at a departure point: for example, taking a taxi from one's residence to the airport for
a business trip is not reimbursable. Parking is considered a reimbursable travel expense at
the destination. Airport parking during a business trip is not.
A detailed list of charges is required on the lodging invoice. Balance due must be zero.
Room must be registered and paid for by traveler. The County will only reimburse the
actual room and related bed tax. Room service, movies, and personal telephone calfs are
not allowable expenses.
Meal reimbursement shalf be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM,
MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal gUidelines
state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and
end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner
reimbursement.
Mileage reimbursement shalf be at the rate established by ARTICLE XXVI, TRAVEL, PER
DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An
odometer reading must be included on the state travel voucher for vicinity travel. Mileage is
not allowed from a residence or office to a paint of departure. For example, driving from
one's home to the airport for a business trip is not a reimbursable expense.
Non-allowable Expenses
The following expenses are not alfowable for reimbursement: capital outlay expenditures
(unless specifically included in the contract), contributions, depreciation expenses (unless
specificalfy included In the contract), entertainment expenses, fund raising, non -sufficient
check charges, penalties and fines.
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ATTACHMENT B
ORGANIZATION
LETTERHEAD
Monroe County Board of County Commissioners
Finance Department
500 Whitehead Street
Key West, FL 33040
Date
The following is a summary of the expenses for (Organization name) for the time
period of to
Check # Payee Reason Amount
101 Company A Rent $ X,XXX.XX
102 Company B Utilities XXX.XX
104 Employee A P/R ending 05/14/01 XXX.XX
105 Employee B P/R ending OS/28/01 XXX.XX
(A) Total $ X.XXX.XX
(B) Total prior payments $ X,XXX.XX
(C) Total requested and paid (A + B) $ X,XXX.XX
(D) Total contract amount $ X,XXX.XX
Balance of contract (D-C) $~IXXX,X~
I certify that the above checks have been submitted to the vendors as noted and
that the expenses are accurate and in agreement with the records of this
organization. Furthermore, these expenses are in compliance with this
organization's contract with the Monroe County Board of County Commissioners and
will not be submitted for reimbursement to any other funding Source.
Executive Director
Attachments (SUpporting documentation)
Sworn to and subscribed before me this _ day of
by who is personally known to me.
20_
Notary Public
Notary Stamp
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PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit
a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real property
to public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public entity,
and may not transact business with any public entity in excess of the
threshold amount provided in Section 287.017, for CATEGORY TWO for a
period of 36 months from the date of being placed on the convicted vendor
list. "
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SWORN STATEMENT UNDER ORDINANC~ NO. 10-199Q
MONROE COUNTY. FLORID
mg:.:SE
'",Q c~ wanants that he/it has not employed, '"talned
or othe Ise had act on hIS/ItS behalf any former County officer or employee In vIolation of
commission, percentage, gift, or consideration paid to the former County officer or employee.
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
may, in its discretion, terminate this contract without liability and may also, in its discretion,
Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
STATE OF
COUNTY OF
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(signature)
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PERSONAllY APPEAR
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BEFORE ME, the undersigned authority,
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signature (name of individual signing) In the space provided above on this ..::::> day of
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My commission expires:
",;IX~. MARIANNE K. BENVENUTI
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{-:' '::~ MY COMMISSION # 00617255
~~101<~- EXPIRES December 29.2010
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OMB - MCP FORM #4
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F l. 0 RID ^ D F. P ^ R T M F. NT n F S TAT E ~ .t1j, , ',.
DIII;JO\ or CORPORITlO\; ~~~ .-l.~;4
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Florida Non Profit Corporation
GUIDANCE/CARE CENTER, INC.
Filing Information
Document Number 726520
FEIIEIN Number 591458324
Date Filed 05/28/1973
State FL
Status ACTIVE
Last Event MERGER NAME CHANGE
Event Date Filed 10/13/2009
Event Effective Date NONE
Principal Address
3000 41 ST STREET OCEAN
MARATHON FL 33050
Changed 07/01/1991
Mailing Address
900 GRIER DRIVE
LAS VEGAS NV 89119
Changed 06/15/2006
Registered Agent Name & Address
BUSINESS FILINGS INCORPORATED
1203 GOVERNORS SQUARE BLVD.
SUITE 101
TALLAHASSEE FL 32301-2960 US
Name Changed: 06/15/2006
Address Changed: 06/15/2006
Officer/Director Detail
Name & Address
Title CD
MAPES, LYNN
345 14TH ST
KEY COLONY BEACH FL 33051
Title TO
RAMSEY, COL. RICK
5525 COLLEGE RD.
KEY WEST FL 33040
TitleD
MEARNS, MARJORIE
400 70TH STREET, GULF
MARATHON FL 33050
Title PO
STEINBERG, RICHARD
900 GRIER DR
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LAS VEGAS NV 89119
TitleD
WALSH, THOMAS
180 28TH AVE. N.
SAINT PETERSBURG FL 33704
TitleVC
SCHRADER,KATHLEEN
203 APACHE STREET
TAVERNIER FL 33070
Annual Reports
Report Year Filed Date
2007 02/12/2007
2008 03/03/2008
2009 04/24/2009
Document Images
10/13/2009 -- Merqer
04/24/2009 -- ANNUAL REPORT
03/03/2008 -- ANNUAL REPORT
02/12/2007 -- ANNUAL REPORT
06/15/2006 -- Req. Aaent Chanqe
04/12/2006 -- ANNUAL REPORT
03/20/2006 - Amendment
04/08/2005 -- ANNUAL REPORT
03/22/2004 -- ANNUAL REPORT
03/25/2003 -- ANNUAL REPORT
02/20/2003 -- ANNUAL REPORT
02/20/2002 -- ANNUAL REPORT
01/30/2001 -- ANNUAL REPORT
02/08/2000 -- ANNUAL REPORT
02/24/1999 -- ANNUAL REPORT
02/06/1998 -- ANNUAL REPORT
03/0411997 -- ANNUAL REPORT
03/05/1996 -- ANNUAL REPORT
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COVER LETTER
TO: Amendment Section
Division of Corporations
SUBJECT: The Guidance Clinic of the Middle Keys, Inc.
(Name of Surviving Corporation)
The enclosed Articles of Merger and fee are submitted for filing.
Please return all correspondence concerning this matter to following:
James Hanna, General Counsel
(Contact Person)
WestCare Foundation, Inc.
(Firm/Company)
900 Grier Drive
(Address)
Las Vegas, NV 89119
(City/State and Zip Code)
For further information concerning this matter, please call:
James Hanna, General Counsel
(Name of Contact Person)
At (702 ) 385-2090, extension 302
(Area Code & Daytime Telephone Number)
I '" 'Certified copy (optional) $8.75 (please send an additional copy of your document if a certified copy is requested)
STREET ADDRESS:
Amendment Section
Division of Corporations
Clifton Building
2661 Executive Center Circle
Tallahassee, Florida 32301
MAILING ADDRESS:
Amendment Section
Division of Corporations
P.O. Box 6327
Tallahassee, Florida 32314
ARTICLES OF MERGER
(Not for Profit Corporations)
The following articles of merger are submitted in accordance with the Florida Not For Profit Corporation
Act, pursuant to section 617.1105, Florida Statutes.
First: The name and jurisdiction of the survivin2" corporation:
Name
Jurisdiction
Document Number
(Ifknown! applicable)
The Guidance Clinic oftha Middle Keys, Inc.
Florida
726520
Second: The name and jurisdiction of each mer2"ing corporation:
Name
Jurisdiction
Document Number
(Ifknownf applicable)
The Care Center for Mental Health, Inc.
Florida
770177
Third: The Plan of Merger is attached.
Fourth: The merger shall become effective on the date the Articles of Merger are filed with the Florida
Department of State
OR 10 / 15 / 09 (Enter a specific date. N01E: An effective date cannot be prior to the date of filing or more than
90 days after merger file date).
(Attach additional sheets if necessary)
Fifth: ADOPTION OF MERGER BY SURVIVING CORPORATION
(COMPLETE ONLY ONE SECTION)
SECTION I
The plan of merger was adopted by the members of the surviving corporation on July 1,2008
The number of votes cast for the merger was sufficient for approval and the vote for the plan was as follows:
5 FOR 0 AGAINST
SECTION IT
(CHECK IF APPLICABLE) 0 The plan or merger was adopted by written consent of the members and
executed in accordance with section 617.0701, Florida Statutes.
SECTION ill
There are no members or members entitled to vote on the plan of merger.
The plan of merger was adopted by the board of directors on July 1, 2008
office was 8 . The vote for the plan was as follows: 5
AGAINST
The number of directors in
FOR 0
Sixth: ADOPTION OF MERGER BY MERGING CORPORATlON(s)
(COMPLETE ONLY ONE SECTION)
SECfION I
The plan of merger was adopted by the members of the merging corporation( s) on
June 11, 2008 . The number of votes cast for the merger was sufficient for approval and the vote
for the plan was as follows: 6 FOR 0 AGAINST
SECTION II
(CHECK IF APPLICABLE) 0 The plan or merger was adopted by written consent of the members and
executed in accordance with section 617.0701, Florida Statutes.
SECfION ill
There are no members or members entitled to vote on the plan of merger.
The plan of merger was adopted by the board of directors on June 11, 2008 . The number of directors in
office was 7 , The vote for the plan was as follows: 6 FOR 0
AGAINST
Seventh: SIGNATURES FOR EACH CORPORATION
Name of Corporation Signature of the chainnanJ Typed or Printed Name of Individual & Title
vice chairman of the board
or an officer.
The Guidance Clinic of the Middle Keys. Inc. ~T ~~ Richard E. Steinberg, President
The Care Center For Mental Health, Inc. )i;;~/ Z ~ Richard E. Steinberg, President
PLAN OF MERGER
The following plan of merger is submitted in compliance with section 617.1101, Florida Statutes and in accordance
with the laws of any other applicable jurisdiction of incorporation.
The name and jurisdiction of the survivin2: corporation:
Name
Jurisdiction
The Guidance Clinic of the Middle Keys, Inc.
Florida
The name and jurisdiction of each mer2:in2: corporation:
Name
Jurisdiction
The Care Center for Mental Health, Inc.
Florida
The terms and conditions of the merger are as follows:
See Attached Merger Agreement.
A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the
merger is as follows: ,
As part of the Plan of Merger adopted July 1, 2008, an amendment shall be filed to change the name of the
surviving entity to Guidance/Care Center, Inc., to be effective as of the date of the amendment.
Other provisions relating to the merger are as follows:
Bylaws of The Guidance Clinic of the Middle Keys, Inc., were amended and restated July 1, 2008 as of the
effective date of the merger as define in the Agreement of Merger.
ARTICLES OF MERGER
MERGING
THE CARE CENlER FOR MENTAL HEALTH, INC.
(A Florida Not For Profit Corporation)
WIlli AND INTO
GUIDANCE CLINIC OF THE MIDDLE KEYS, INC.
(A Florida Not For Profit Corporation)
~
!:
The Following Articles of Merger are submitted in accordance with the Florida Not
For Profit Corporation Act pursuant to section 617.1105, Florida Statutes.
Name of Corporation
The Guidance Clinic of the Middle Keys, Inc.
State of Incorporation
Florida Not For Profit Corporation
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First: The name and jurisdiction of the surviving corporation:
Second: The name and jurisdiction of the merging corporation is:
Name of Corporation
The Care Center for Mental Health, Inc.
State of Incorporation
Florida Not For Profit Corporation
Third: The Agreement and Plan of Merger is attached as Exhibit A. The Agreement and
Plan of Merger has been adopted by the Board of Directors of The Guidance Clinic offue
Middle Keys, Inc., and the Board of Directors of The Care Center for Mental Health, Inc.
,
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5 Votes FOR
o VotesAGAlNST.
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Fourth: The merger shall become effective on October 15,2009.
Fifth: The Plan of Merger has been approved and adopted by the Board of Directors of the
surviving corporation, Guidance Clinic of the MiddleKeys, Inc. The members of the
corporation are one and the same as the members of the Board of Directors, and the Plan of
Merger was adopted by the Board of Directors of the merging corporation on July 01, 2008.
The number of directors in office was five. The vote for the plan was as follows:
IN WITNESS WHEREOF, these Articles of Merger have been executed by The
Guidance Clinic of the Middle Keys, Inc. on this 1st day of October, 2009.
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THE GUID1;CE CLINIC OF THE MIDDLE KEYS, INC.
By: ~l,l, - let)
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Guidance Clinic of lhe Middle Keys, Inc. Page 2
WESTCARE FOUNDATION, INC. To: FLORIDA DEPARTMENT OF ST Check Date: 10/7/2009
Check Number: 12804
InvoiceNuniiler I.... ..Date ... - ..... Description Net Amount
... ......
ARTICLES OF 1\1 10/6/2009 FILING FEES FOR MERGER OF GCMK & CCMH $78.75
Totals: $78.75
.
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WESTCARE FOUNDATION INC Bank of Nevada '
, . m N Rainbow
P.O. BOX 94738 Lesveg';'',NVe9107
LAS VEGAS, NV 89193-4738
94-177/1224
CHECK DATE CHECK NO.
10n/2009 12804
CHECK AMOUNT
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PAY uSeventy eight and 75/100 Dollars"'*
$** 78.75
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FLORIDA DEPARTMENT OF STATE
AMENDMENT SECTION
J?"<r
DIVISION OF CORPORATIONS .f'-" v~<
P.O. BOX 6327 ~1: ~':;'
TALLAHASSEE, FL 32314 '*'1b''-<''''
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