06th Renewal 03/17/2010
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DA TE:
March 23,2010
/'
TO:
Dent Pierce, Director
Public Works Division
FROM:
Beth Leto, Assistant Director
Public Works Division
Pamela G. Hancock, Dt!1J'
A TTN:
At the March 17, 2010, Board of County Commissioner's meeting the Board granted
approval of Consent to Assignment and Assignment and Assumption Agreement by The
Guidance Clinic of the Middle Keys, Inc. to Guidance/Care Center, Inc.; and Approval of a
Renewal Agreement with Guidance/Care Center, Inc. (formerly The Guidance Clinic of the
Middle Keys, Inc.) for wastewater treatment processing from the Marathon Detention Facility.
Enclosed is a duplicate original of each of the above-mentioned for your handling.
Should you have any questions please do not hesitate to contact this office.
cc: County Attorney
Finance
File~
SIXTH RENEWAL AGREEMENT
(Use of Wastewater Treatment Plant by the Marathon Detention Facility)
~ SIXTH RENEWAL AGREEMENT is made and entered into this D~y of
, 2010, between MONROE COUNTY (hereinafter "County" or "Owner"), a
political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West,
Florida 33040, and GUIDANCE/CARE CENTER, INC. (hereinafter "Contractor"), a Florida
corporation, whose address is 3000 41 ST Street Ocean, Marathon, Florida 33050.
WHEREAS, the parties hereto did on March 7, 1990 enter into an agreement for use of
wastewater treatment plant by the Marathon Detention Facility (hereinafter "Original Agreement");
and
WHEREAS, the parties hereto did on April 19, 1995 exercised the fIrst option to renew
this agreement; and
WHEREAS, the parties hereto did on February 11, 1998 exercised the second option to
renew this agreement; and
WHEREAS, the parties hereto did on February 21, 2001 exercised the third option to
renew this agreement; and
WHEREAS, the parties hereto did on August 15,2001 amended the original agreement to
increase reimbursement costs to the Contractor, and
WHEREAS, the parties hereto did on February 18, 2004 exercised the fourth option to
renew this agreement; and
WHEREAS, the parties hereto did on March 21, 2007 exercised the fifth option to renew
this agreement; and
WHEREAS, the parties hereto did on April 18, 2007 amended the original agreement to
increase reimbursement costs to the Contractor, and
WHEREAS, on March 17, 2010, The Guidance Clinic of the Middle Keys, Inc. assigned
all of its right, title and interest in and to the Original Agreement to the Guidance/Care Center, Inc.
WHEREAS, the parties have found the Original Agreement to be mutually beneficial and;
WHEREAS, the parties fmd that it would be mutually beneficial to enter into this sixth
renewal agreement; now therefore
NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants set
forth below, the parties agree as follows:
1. In accordance with Article 1, TERM, of the Original Agreement, the County
exercises the sixth of ten successive 3-year renewal options provided for in the
Original Agreement. This term will commence on March 7,2010 and terminate
March 6, 2013.
-1-
1. Except as set forth in Paragraph 1 of this Sixth Renewal Agreement, in all other
respects, the terms and conditions set forth in the Original Agreement, as renewed
and amended, remain in full force and effect.
~~~~~n~HEREOF, the parties hereto have set their hands and seals the day and
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BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By ~
GUIDANCE/CARE CENTER, INC.
Address: 3oC20 :J1:f6J.. OC&V-
M.~~ f>v.., PI- ~~{250
Telephone Number: 30 5 -if 3Yw,011
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CONSENT TO ASSIGNMENT
AND
ASSIGNMENT AND ASSUMPTION AGREEMENT
•
THIS CONSENT TO ASSIGNMENT AND ASSIGNMENT AND ASSIMPTION
ACRE ENT (hereafter "Consent Agreement") is entered into this day of
2010, by and between MONROE COUNTY, a political subdivision of
the State of lorida (hereafter "County"), THE GUIDANCE CLINIC OF THE MIDDLE
KEYS, INC., INC., a Florida not-for-profit corporation ("Assignor"), and GUIDANCE/CARE
CENTER, INC., a Florida not-for-profit corporation ("Assignee").
WHEREAS, The Guidance Clinic of the Middle Keys, Inc. and The Care Center for
Mental Health, Inc. have merged under the Plan of Merger adopted July 1, 2008, and have
amended the name of the surviving entity to be GUIDANCE/CARE CENTER,INC., a Florida
not-for-profit corporation organized and existing under the laws of the State of Florida; and
WHEREAS, Assignor has entered into an Agreement, dated March 7, 1990, and all
amendments and renewals and/or extensions thereafter, with the Monroe County Board of
County Commissioners, for use of wastewater treatment plant by the Marathon Detention Facility,
which agreement is incorporated herein by reference (hereafter the"Original Contract"); and
- -----WHEREAS, Assignor desires to assign and transfer to Assignee all of its right, title and
interest in and to the Original Contract, subject to the terms, conditions, representations,
covenants and agreements set forth in this Consent Agreement; and
WHEREAS, Assignee desires to assume the responsibility and obligation for the
performance of all the services and other matters to be performed under the Original Contract
after the date hereof in accordance with the terms set forth herein; and
WHEREAS, the Monroe County Board of County Commissioners has no objection to the
assignment and assumption of the Original Contract;
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
below,Assignor and Assignee agree as follows:
1. Assignment. Assignor hereby assigns, transfers and sets over to Assignee, its
successors and assigns, all of its right, title and interest in, to and under the Original Contract,
subject to the terms,covenants,agreements, representations and conditions thereof
2. Acceptance. Assignee accepts the assignment of the Original Contract and agrees
to be bound by all commitments and obligations required to be performed or complied with and
assumes any liability directly caused by Assignor as a result of Assignor's defective performance
or non-compliance with such commitments and obligations, regardless of whether the work had
been required to be performed by Assignor prior to the assignment.
3. Counterparts. This Agreement may be executed in two counterparts, each of
which shall be deemed an original and which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, each party has caused this Agreement to be duly executed
and effective as of the date above written.
THE GUIDANCE CLINIC OF THE MIDDLE KEYS, INC. Tax ID: 59-0(5 83a4
("ASSIGNOR")
B ' By:
Print ame: a.a,i e h Print Name: w
Title: V•LG/ rc S,le..'F' Title: e "- 'v 3 91
GUIDANCE/CARE CENTER,INC. Tax ID: 5 /p
-/4513 a-'1
("ASSIGNEE")
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B By: #/ /:_jAs G53
P e: Print ame:
Title: Ieinvv / Vtu ra5 ' Title: ice 14 Ve 5:5' t—\--
CONSENT OF THE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
TO ASSIGNMENT AND ASSUMPTION
The undersigned hereby consents to the foregoing Assignment and Assumption of the Original
Contract,by and between Assignor and Assignee.
tiec&e asof the l id-day of 1 r).2 -si , 2010.
C
U o - BOARD OF COUNTY COMMISSIONERS
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ATTEST: _ J.,, OLHAGE, Clerk /�
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