FY2019 10/17/2018 4 J �Z GOURt6 \11
;:. , Kevin Madok, CPA
t' ' . • � ` ' 1 � •'. Clerk of the Circuit Court & Comptroller — Monroe County, Florida
DATE: October 29, 2018
TO: Janet Gunderson Herbener
Senior Grant & Finance Analyst
FROM: Pamela G. Hanco .C.
SUBJECT: October 17' BOCC Meeting
Attached are electronic copies of the following Items for your handling:
C20 Fiscal Year 2019 Agreement with Monroe Council of the Arts Corporation d/b /a
Florida Council of the Arts in the amount of $72,765.00.
C21 Agreement with Guidance /Care Center for the Community Transportation for
Disadvantaged Program in the amount of $46,942.00 and Baker Act Transportation Service
Program in the amount of $165,000.00 for Fiscal Year 2019.
C23 Two Agreements with Guidance /Care Center for Substance Abuse Mental Health
(SAMH) Services, including services provided as the Designated Centralized Receiving Facility
($859,195.00) and the Jail In -House Program ($193,847.00) for Fiscal Year 2019. The County
funding for SAMH services are the local match required by Florida Statute. Copies of the
agreements are provided.
C26 Fiscal Year 2019 Agreement with Historic Florida Keys Foundation, Inc.,
established to develop, coordinate, and promote historic preservation in Monroe County, in the
amount of $32,450.00.
Should you have any questions, please feel free to contact me at (305) 292 -3550. Thank
you.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 Plantation Key, Florida 33070
305 - 294 -4641 305 - 289 -6027 305 - 852 -7145 305 -852 -7145
AGREEMENT
This Agreement is made and entered into this 17th day of October, 2018, between the
BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter referred to as
"Board" or "County," and Guidance /Care Center, Inc., a Florida 501c3 not - for - profit corporation,
hereinafter referred to as "PROVIDER."
WHEREAS, the PROVIDER is a not - for - profit corporation established to provide transportation
services to the citizens of Monroe County, and
WHEREAS, it is a legitimate public purpose to provide transportation services to the residents
of Monroe County, now, therefore,
IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as
follows:
FUNDING
1. AMOUNT OF AGREEMENT. The Board, in consideration of the PROVIDER substantially
and satisfactorily performing and providing services, shall reimburse the PROVIDER for providing
transportation services as billed by the PROVIDER for clients qualifying for such services under
applicable state and federal regulations and eligibility determination procedures. The cost shall not
exceed a total reimbursement of TWO HUNDRED ELEVEN THOUSAND NINE HUNDRED FORTY -TWO
DOLLARS ($211,942.00), during the fiscal year 2018 -2019, payable as follows:
a) the sum of ONE HUNDRED SIXTY FIVE THOUSAND DOLLARS ($165,000.00) for Baker Act
transportation services pursuant to Chapter 394, Florida Statutes; and
b) the sum of FORTY -SIX THOUSAND NINE HUNDRED FORTY -TWO DOLLARS ($46,942.00), for
Community Transportation Coordinator - related transportation services to residents of Monroe
County.
2. TERM. This Agreement shall commence on October 1, 2018, and terminate September
30, 2019, unless earlier terminated pursuant to other provisions herein.
3. PAYMENT. 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. Billing Summary Forms, certified monthly financial and service
load reports will be made available to the Board to validate the delivery of services under this
contract. The monthly financial report is due in the office of the Clerk of the Board no later than the
15th day of the following month. After the Clerk of the Board pre- audits the certified report, the
Board 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 Paragraph 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 thirty days after the termination date of this
contract shown in Paragraph 2 above.
Payment 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 complying 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
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 1
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 total amount shown in Paragraph 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. 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.
RECORDKEEPING
6. 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 this Agreement,
the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, F.S.,
running from the date the monies were paid to PROVIDER.
In addition, if PROVIDER is required to provide an audit as set forth in in Section 8(e) below, the
audit shall be prepared by an independent certified public accountant (CPA) with a current license, in
good standing with the Florida State Board of Accountancy.
7. PUBLIC 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
control subject to the provisions of Chapter 119, 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.
Pursuant to F.S. 119.0701, PROVIDER and its subcontractors shall comply with all public records
laws of the State of Florida, including but not limited to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by Monroe County in order to perform the service.
(b) Provide the public with access to public records on the terms and conditions that
Monroe County would provide the records and at a cost that does not exceed the cost
provided in Florida Statutes, Chapter 119 or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to
Monroe County all public records in possession of the contractor upon termination of
the contract and destroy any duplicate public records that are exempt or confidential
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 2
and exempt from public records disclosure requirements. All records stored
electronically must be provided to Monroe County in a format that is compatible with
the information technology systems of Monroe County.
8. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the
County the following (items (a) -(j) must be provided prior to the payment of any invoices):
(a) IRS Letter of Determination and GUIDESTAR printout indicating current 501(c)(3) status;
(b) Proof of registration with the Florida Department of Agriculture, as required by Florida Statute
496.405, and the Florida Department of State, as require by Florida Statute 617.01201, or
proof of exemption from registration as per Florida Statute 496.406.
(c) List of the Organization's Board of Directors of which there must be at least 5 and for each
board member please indicate when elected to serve and the length of term of service;
(d) Evidence of annual election of Officers and Directors;
(e) Unqualified audited financial statements from the 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; audit shall be prepared by an independent certified
public accountant (CPA) with a current license, in good standing with the Florida State Board
of Accountancy. If the PROVIDER receives $100,000 or more in grant funding from the
County:
a. The CPA that prepares the audit must also be a member of the
American Institute of Certified Public Accountants (AICPA);
b. The CPA must maintain malpractice insurance covering the audit
services provided and
c. The County shall be considered an "intended recipient" of said audit.
(f) Copy of a filed IRS Form 990 from most recent fiscal year with all attached schedules;
(g) Organization's Corporate Bylaws, which must include the organization's mission, board and
membership composition, and process for election of officers;
(h) Organization's Policies and Procedures Manual which must include hiring policies for all staff,
drug and alcohol free workplace provisions, and equal employment opportunity provisions;
(i) Specific description or list of services to be provided under this contract with this grant (see
Attachment C);
(j) Annual Performance Report describing services rendered during the most recently completed
grant period (to be furnished within 30 days after the contract end date.) The performance
report shall include statistical information regarding the types and frequencies of services
provided, a profile of clients (including residency) and numbers served, and outcomes
achieved (see Attachment H);
(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
9. SCOPE 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 Baker Act transportation 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 - harmless requirements, as is the Provider.
10. 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.
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 3
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.
11. 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.
12. 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.
13. CODE OF ETHICS. County agrees that officers and employees of the County recognize
and will be required to comply 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.
14. NO SOLICITATION /PAYMENT. The County and PROVIDER warrant that, in respect to
itself, it has neither employed nor retained any company or person, other than a bona fide employee
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.
15. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the
PROVIDER is an independent contractor and not an employee, agent or instrumentality of the Board.
No statement 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
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 4
16. 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.
17. 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.
18. NON - DISCRIMINATION. The 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.
The COUNTY and 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 VII of the Civil Rights Act of 1964 (PL 88 -352), which prohibit discrimination in employment on
the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of
1972, as amended (20 USC §§ 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 § 794), which
prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as
amended (42 USC §§ 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, §§ 523 and 527 (42 USC
§§ 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient
records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 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 §§ 1201), as amended from time to time, relating to nondiscrimination in
employment on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which
prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual
orientation, gender identity or expression, familial status or age; and 11) 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
19. 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.
20. AD3UDICATION 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. The PROVIDER and County staff shall try to resolve
the claim or dispute with meet and confer sessions to be commenced within 30 days of the dispute
or claim. 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. Any claims or dispute that the parties cannot resolve shall be decided by the Circuit
Court, 16 Judicial Circuit, Monroe County, Florida.
21. 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
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 5
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
22. 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.
23. 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.
24. 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.
25. 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.
26. 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
27. 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
and causes of action for medical malpractice, medical negligence, bodily injury (including death),
personal injury, and property damage (including property owned by Monroe County) and any other
losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or
by reason of services provided by the PROVIDER occasioned by the negligence, errors, or other
wrongful act or omission of the PROVIDER'S employees, agents, or volunteers.
28. PRIVILEGES AND IMMUNITIES. All of the privileges 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.
29. 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
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 6
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.
30. 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.
31. 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
32. 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.
33. 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 and Monroe County Attorney
1100 Simonton Street PO Box 1026
Key West, FL 33040 Key West, FL 33041
For PROVIDER
Sharon Crippen, Senior Vice President
Guidance /Care Center
1205 Fourth Street
Key West, FL 33040
Copies of all default notices, notices of breach, termination, legal claim, or indemnity copied
to:
WestCare Foundation, Inc.
Attn: Executive Vice President
1711 Whitney Mesa Drive
Henderson, Nevada 89014
34. 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.
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 7
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.
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 legal proceeding.
35. 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.
36. 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 close as possible to the intent of the stricken
provision.
37. 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.
[THIS SPACE INTENTIONALLY LEFT BLANK WITH SIGNATORY PAGE TO FOLLOW]
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 8
IN WIEN:ESS WHEREOF, the parties hereto have caused these presents to be executed as of the day
�_� first- written above.
al ; (SAL)tt; , BOARD OF COUNTY COMMISSIONERS
- ATTEST` EU�IN CLERK OF MONROE COUNT , FLORIDA
VL J.
\Byo° f By
' Deputy Clerk Mayor /Chairman
Guidance /Care Center, Inc., a Florida
501c3 not - for - profit corporation
..4.i/ Alr�La ; g �` (Federal ID No.cq 83 )
i Witne.
_ AIL t4 kA By / k1
Witness Director •
Guidance /Care Center, Inc., a Florida
501c3 not - for - profit corporation
MONROE COUNTY ATTORNEY
PR VED AS T FORM:
CHRISTINE LIMBERT - BARROWS
ASSISTANT COUNTYjI,TORNEY
DATE:. L ( 0
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Guidance Care Center — Transportation: Baker Act and CTD FY19; page 9
ATTACHMENT A
EXPENSE REIMBURSEMENT REQUIREMENTS
This document is intended to provide basic guidelines to Human Service and Community -Based
Organizations, county travelers, and contractual parties who have reimbursable expenses associated
with Monroe County business. These guidelines, as they relate to travel, are from the Monroe
County Code of Ordinances and State laws and regulations.
A cover letter (see Attachment B) summarizing the major line items on the reimbursable expense
request needs to also contain the following notarized certified statement:
"I certify that the above checks have been submitted to the vendors as noted and 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 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.
Payroll
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 paid payroll taxes, check number and check amount. If
a Payroll Journal is not provided, the following information must be provided: pay period, check
amount, check number, date, payee, and support for applicable paid 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 Care Center - Transportation: Baker Act and CTD FY19; page 10
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 and Meal 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 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.
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 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.
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, fundraising, non - sufficient check charges,
penalties and fines.
Guidance Care Center - Transportation: Baker Act and CTD FY19; page 11
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 05/28/01 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) $ X,XXX.XX
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 20_ by
who is personally known to me.
Notary Public Notary Stamp
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 12
ATTACHMENT C
Services to be provided:
Baker Act /Marchman Act transportation services and Community Transportation
Coordinator related services.
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 13
ATTACHMENT D
Copy of the Sub - Contract for Baker Act transportation services. See attached.
Guidance Care Center - Transportation: Baker Act and CTD FY19; page 14
s, 4?
WESTCARE
VENDOR SERVICE AGREEMENT
THIS VENDOR SERVICE AGREEMENT (the "Agreement ") is effective as of this 1st day of
October, 2018 ( "Effective Date ") between Guidance /Care Center, Inc. a Florida not - for -profit
corporation ( "WestCare ") and Elanjess, LLC, a limited liability company ( "Vendor "). Vendor
and WestCare collectively hereafter the "Parties" and individually the "Party". The Parties agree
as follows:
1. Services to be Performed. Vendor will provide the services set forth on Exhibit A
( "Services), which exhibit is attached hereto and incorporated herein by and through this
reference.
2. Term. This Agreement shall commence on the Effective Date and shall expire on
September 30, 2019 ( "Term "). Foregoing notwithstanding, either party may terminate
this Agreement at any time, with or without cause, upon not less than ' twenty (20) days
written notice to the other party. If either Party breaches the obligations set forth in this
Agreement, the non - breaching Party may terminate this Agreement upon not less than five
(5) days prior written notice and retain its right to all damages caused by the breach
(unless otherwise provided herein) and subsequent termination. Upon expiration or
termination of this agreement, neither party shall have any further obligation hereunder
except for (i) obligations due and owing which arose prior to the date of termination, and
(ii) obligations, promises or covenants contained herein which expressly extend beyond
the term of this agreement.
3. Performance Standards. Vendor shall comply with all applicable laws, codes,
ordnances, and regulations of the Unites States and the State of Florida. Additionally, and
without limiting the foregoing, Vendor shall take all commercially reasonable care in the
delivery of Services under this Agreement.
4. Compensation. In full consideration for the performance of the Services set forth in
Section 1, including for any rights granted or relinquished by the Vendor under this
Agreement, WestCare shall pay Vendor the rate set forth in Exhibit B based on the
specific Service(s) provided pursuant to this Agreement ( "Fee Rate "). Services provided
pursuant to this Agreement are to be documented and invoiced by Vendor in writing at the
end of each calendar month of service. All written invoices are due by the last day of the
month for that month's service. Compensation shall be payable on the fifteenth (15) of
the following calendar month following WestCare's receipt and acceptance of Vendor's
written accurate invoice. Vendor acknowledges and agrees that, except as provided in
this Section or as otherwise set forth in Exhibit B, it shall not be entitled to, and
WestCare shall not be obligated to pay, any monies or other compensation for the Services
provided and rights granted under this Agreement.
WC VSA
Page 1of14
5. Intentionally Deleted.
6. Confidential Information. Both parties hereto shall treat as confidential all information
relating to either party's operations or the general business affairs or any of the operations
or general business affairs of the party (including the party's parent, affiliate or subsidiary
companies) which the other party may observe or which may be disclosed as a result of
the party's performance under this MOU. Neither party shall not disclose any
information, including without limitation any information contained in this MOU, to third
parties or use any such information for any purpose other than the performance under this
MOU, without the prior written consent of the other party. Additionally, the Parties agree
to abide by all State and Federal laws, rules and regulations, HIPAA and 42 C.F.R., Part
2. Both parties agree not to . divulge any information concerning any individual client to
any unauthorized person or agency without the written consent of the client and
participant. This Section shall survive the termination of the Agreement.
7. Indemnification. Vendor shall indemnify, defend and hold WestCare (including without
limitation WestCare's affiliates, subsidiaries' officers, directors, employees,
representatives, independent contractors and agents) harmless for, from and against any
and all losses, expenses, costs, liabilities, damages, claims, suits and demands (including
without limitation attorney's fees and costs) arising from or attributable to the acts or
omissions of Vendor (including but not limited to Vendor's officers, directors, employees,
representatives, sub - contractors and agents).
8. Insurance. Vendor shall be solely responsible, at Vendor's sole cost and expense, for
maintaining its own liability insurance, including any workers compensation insurance
required under applicable law. At no time shall WestCare be liable for any insurance
obligation of Vendor.
9. Representations and Warranties. Vendor hereby represents, covenants and warrants to
WestCare as a material part of the consideration for WestCare agreeing to enter into the
Agreement, as follows: (i) Vendor is a corporation, duly organized and validly existing
under the law; (ii) the execution of this Agreement has been duly authorized by all
necessary corporate action on behalf of Vendor; and (iii) Vendor has obtained and
currently holds all licenses, permits and approvals of all governmental authorities
necessary or appropriate to perform Vendor's obligations under the this Agreement.
10. Intellectual Property. Neither party to this Agreement shall be deemed to be granted
any right, title or interest in or to the trademarks, trade names, service marks, copyrights,
patents or other intellectual property of the other Party. WestCare and Vendor expressly
acknowledge and agree that neither party is granted under this Agreement the right to use,
refer to or incorporate in any materials, including without limitation marketing materials,
the name, logos, trademarks, or copyrights of the other Party. .
11. Intentionally Omitted.
OCC VSA
Page 2 of 14
12. Notice. Any notices to either party under this Agreement shall be in writing and delivered
by hand or sent by nationally recognized messenger service, or by registered or certified
mail, return receipt requested, to the address set forth herein or to such other address as
that party may hereafter designate by notice. Notice shall be effective when received,
which shall be no greater than one (1) business day after being sent by a nationally
recognized messenger service or three (3) days after being sent by mail.
If to WestCare: Guidance /Care Center, Inc.
Attn: Maureen Dunleavy
3000 41s Street Ocean
Marathon, Florida 33050
with a copies of any legal notice, notice of demand, notice of breach, demand for
indemnity, claim, assertion of damage or notice of default to:
WestCare Foundation, Inc.
Attn: Executive Vice President
1711 Whitney Mesa Drive
Henderson, Nevada 89014
If to Vendor: Elanjess, LLC
Attn: Andy Lee Connell
57 Holly Ridge Drive
Franklin, NC 28734
13. Miscellaneous.
(a) Time is of the essence of this Agreement.
(b) This Agreement, together with all documents incorporated herein by reference, if
any, constitutes the entire agreement between the Parties. There are no terms,
conditions or provisions, either oral or written between the parties other than those
contained in this Agreement.
(c) No amendment to this Agreement shall be enforceable, unless in writing and
signed by the Parties.
(d) Whenever the context may require, any pronouns used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns and pronouns shall include the plural and vice versa. Captions
contained in this Agreement are inserted only as a matter of convenience and in no
way define, .limit, extend or describe the scope of this Agreement or of any
provision herein.
(e) This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which shall constitute one and the same
GCC VSA
Page 3 of 14
•
agreement. Any such counterpart signature pages may be attached to the body of
one agreement to form a complete integrated whole.
(f) Any term or provision of this Agreement which now or hereafter is declared
contrary to any law, order, ordinance, requirement ruling or regulation of any
governmental authority, whether federal, state or local, whether now in force or
enacted or promulgated in the future, or which is otherwise invalid, shall be
deemed stricken from this Agreement without impairing the validity of the
remainder of this Agreement.
•
(g) This Agreement shall be governed by and construed in accordance with the law of
the State of Florida. The venue for any dispute arising under this Agreement shall
be a court of competent jurisdiction in Monroe County, State of Florida.
(h) Neither Party hereto shall be entitled to recover special damages in the nature of
lost profits or consequential damages.
(i) The Parties to this Agreement are acting as independent contractors and
independent employers. Nothing contained in this Agreement shall create or be
construed as creating a partnership, joint venture or agency relationship between
the parties. Neither Party shall have the authority to bind the other Party in any
respect.
(j) In the event of any action or proceeding to compel compliance with, or with
respect to any breach of this Agreement, the prevailing party shall be entitled to
recover all reasonable costs and reasonable expenses of such action or proceeding
including without limitation its reasonable attorneys' fees and costs incurred in
connection therewith regardless of whether any formal legal action is commenced
or whether such fees and costs are incurred at or in connection with trial or
appellate proceedings.
(k) Vendor shall perform all of the Services under this Agreement in compliance with
all applicable federal, state and local laws, ordinances, rules, regulations, codes or
orders.
(1) Any failure by. either Party at any time, to enforce or require the other Party's
compliance with any of the terms and conditions of this Agreement shall not
constitute a waiver of such terms and conditions in any way, or the right of the
non - defaulting party at any time to avail itself of any and all remedies it may have
for any breach of said terms and conditions including without limitation any right .
to terminate this Agreement. The remedies of the parties provided for in this
Agreement shall be cumulative with all other remedies that either Party may have
against the other party at law or in equity.
(m) All of the covenants and agreements contained in this Agreement shall be
extended to and be binding upon the successors and assigns of the Parties.
GCC VSA
Page 4 of 14
(n) Neither Party may assign this Agreement in whole or in part or assign, pledge or
otherwise transfer either party's obligations hereunder except with the prior
written consent of the non - assigning party, which consent shall not be
unreasonably withheld.
(o) The Vendor shall not subcontract any portion of the Services contemplated by this
Agreement without the prior written consent of WestCare, which consent may be
given or withheld in WestCare's sole and absolute discretion.
(Signature Page to follow)
•
(CC VSA
Page 5of14
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have executed
this Service Agreement as of the Effective Day noted above.
"WestCare" "Vendor"
GUIDANCE /CARE CENTER, INC. ELANJESS, LLC,
a Florida 501 c3 not - for - profit corporation a limited liability company
By: re' , 7./ By:
Name: Sharon Crippen Name:
Its: ' . Senior Vice President Its:
Date: 1011 11 ! , 2018 Date: , 2018
GCC VSA
Page 6 of 14
Exhibit A
Services
• GCC will supply Elanjess with two Ford Crown Victoria vehicles
Ford Donation
(White) n/a 4 -door- KW Baker
2007 Crown 2FAFP71W97W134976 cage MCSO BA4 Act
Victoria
Ford Donation
n/a 4- door - MK Baker
2007 Crown FAFP71WX6X128148 cage Act
from BAS
Victoria MCSO
• Maintenance specifications: one vehicle to be stations in Key West at an Elanjess
location and the other in Marathon at GCC headquarters. GCC will pay for the fuel and
maintenance of the two vehicles used for Baker Act and Marchman Act transportation.
GCC will coordinate the maintenance for both vehicles.
• GCC will maintain insurance on both of the vehicles. Elanjess will be names as an
"additional insured" for these two cars. All Elanjess drivers operating GCC vehicles will
hold a minimum of a Class E Florida Driver's License and be approved for GCC
insurance coverage by the Transportation Coordinator. Upon execution of this agreement,
Elanjess will fax/email to GCC's Transportation Coordinator a current list of drivers —
including a copy of the driver's license and social security number for each driver — for
approval to operate GCC vehicles. Prior to adding a driver, Elanjess will fax or email to
GCC's Transportation Coordinator, or designee, a copy of the driver's licesnse, social
security number and signed "Request for Check of Driving Record" form. GCC will
initiate procedures to add the driver to GCC vehicle insurance Elanjess cannot use the
driver for BA/MA transports until it has received written notification that the driver has
been added to the GCC insurance coverage.
• All drivers are required to have at minimum 3 -year clean driving record. Additionally,
Elanjess will fax a copy of picture identification and social security number for each
escort to GCC's Transportation Coordinator or designee. Elanjess cannot use the escort
for BA/MA transports until it has received written notification that the escort has been
approved by GCC. All BA/MA approved drivers must read and sign the
acknowledgement of reading and receiving, attached hereto as Attachment 1
Transportation Protocol.
• Elanjess will report and document accidents involving GCC vehicles and incidents
involving clients to the proper authorities and immediately thereafter contact the site
director at GCC. Following an accident, GCC Vehicle Incident Protocol must be followed.
GCC VSA
Page 7 of 14
A Vehicle Incident Kit, attached hereto as Attachment 4, has been provided for each
vehicle with instructions. Additionally, anyone involved in an accident with. a GCC
vehicle MUST BE DRUG TESTED as soon as possible following the incident. Drug
testing forms are included in the kit.
• Any citations received while driving a GCC vehicle will be the responsibility of the
driver. Refusal or failure to accept responsibility for citations may result in removal of
driving privileges.
• All drivers will be required to complete an orientation and verbal de- escalation training
within 30 days of approval to drive. GCC will provide details for accessing the training
which will be available online. All BA/MA approved drivers must read and sign the
acknowledgement of completing the assigned training, attached hereto as Attachment 5.
• Elanjess will follow the transportation protocol and complete the documentation provided
as Attachment 1 -3 herein.
• Elanjess, upon approval of drivers, will issue an identification badge.
GCC VSA
Page 8 of 14
Exhibit B
Compensation
7
Pursuant to the terms and conditions set forth in this Agreement, and pursuant to the invoice
requirement set forth in.Section 4 herein, WestCare shall pay Vendor the
following fee structure established for the Term of the Agreement:
Estimated # Client Pickup Point Client Drop -off Point Elanjess Payment
Roundtrips
Key West Key West $.115
Marathon • . Marathon $115
450 Key West Marathon $145
Marathon Key West $145
Marathon Key Largo $145
Key Largo Marathon $145
40 Marathon Miami -Dade County $385
•
Key Largo Miami -Dade County $385
40 Key West Miami -Dade County $385
GCC Preauthorization Required for All Trips Below
*Approval for below fees will be granted only when the Marathon BA/MA vehicle is engaged
with another BA/MA trip that would preclude another pickup within a reasonable period of time_
Estimated # Car Client Pickup Client Drop -off Elanjess Payment
Roundtrips Location Point Point
5 Key West Marathon & North Marathon $145
5 Marathon Key West Marathon $145
2 Key West Marathon. & North Key. Largo $225
3 Key West. Marathon & North Miami -Dade County $385
GCC Preauthorization. Required for All Trips Below
Estimated #� Client Pickup Point Client Drop -off Point Elanjess Payment
Roundtrips
1 Key Largo Avon Park (Area) $770
Marathon Avon Park (Area) $770
Key West Avon Park (Area) $770
1 Key Largo Up -State ( McClenny Area) $1,200
Marathon Up -State (McClenny Area) $1,200
Key West Up -State (McClenny Area) $1,200
Timely payment for services rendered is endured by adherence to the following invoicing
procedures.
• Elanjess will submit one statement /invoice per month pursuant to the procedure set forth
in Section 4 herein to the attention of the GCC Inpatient Unit Coordinator.
GCC VSA
Page 9of14
Attachment 1
Gudiance/Care Center Transportation Protocol:
The Transportation of Baker Act and Marchman Act Clients
(See Attached)
GCC VSA
Page 10of14
ATTACHMENT 1
GUIDANCE /CARE CENTER TRANSPORTATION PROTOCOL:
THE TRANSPORTATION OF BAKER ACT AND MARCHMAN ACT CLIENTS
A. Client Related Rules:
1. Confidentially of a client and client related information shall be maintained at all
times.
2. Each client shall be treated with respect and dignity at all times.
3. No information with client information shall leave the clinic unless part of a client
transfer packet to a designated facility. (No driver /escort shall maintain a personal
copy of the Transportation Record and Payment Authorization Sheet.)
4. Client transportation within Monroe County may be conducted with a driver and an
escort.
5. Client transportation outside of Monroe County must be made with one driver and
one escort.
6. A client must be observed for any unusual behaviors including hurting self /others or
sudden medical conditions. Respond to a medical emergency by calling 911.
Otherwise, contact the nurse at the transferring (pick -up) facility for consultation.
7. At the time of pick up for a Baker Act or Marchman Act client, a driver must obtain
the original Baker Act or Marchman Act paper work from the Pick Up facility. If the
original paper work is not available the driver must immediately report this
information to the G /CC Nurse on Duty for further instructions.
8. A female client requires a female escort or a female driver.
9. A parent is not allowed to travel in the Baker Act vehicle with a Baker Act or
Marchman Act minor.
• When a parent or other responsible party reports he /she plans to follow the
Baker Act vehicle, the Baker Act driver advises the parent/party that our
primary responsibility is to the child and ensuring the safety of the child
therefore following our vehicle as a method of direction is not encouraged.
10. Only one client may be transported at a time in the Baker Act vehicle.
11. Drivers, Escorts and Clients are not to smoke in the car at any time.
12. Clients are not to be placed in handcuffs or any type of restraints for any reason by a
driver or escort — or to be placed in the vehicle by others (i.e. Law Enforcement) in
handcuffs or any type of restraints
13. A client's movement is not to be impeded with any physical restraint unless
by a nurse /MD /law enforcement officer.
14. If a client is violent during transport and poses a threat to safety, stop the vehicle and
call 911, than notify the Nurse on Duty of the situation at (305) 434 -7660 ext. 31123
15. A client shall not be left alone in the vehicle during the trip for any reason.
16. A client shall be under the observation of the driver or escort at all times during the
transport.
17. Client is encouraged to use restroom facilities prior to departure. If the trip is
generated from Key West and a stop is required, the G /CC may be used for that
purpose.
Rvsd /Ifin 9.2016
- 1 -
18. A client may not use aluminum /metal cans. Items for drinking shall be provided only
in a plastic container.
19. Clients may not have any metal utensils, glass or other hard products such as
pencils or pens.
20. A client may not shop during a stop. All efforts should be made to avoid stops. If a
stop is required, it should be short and without delay.
21. If a client must use a public facility, the client must be escorted to the restroom and
the driver must remain outside the restroom door until the client leaves the restroom.
The driver will remain in conversation with client while the client is in the restroom.
B. Coordination of Transportation Rules:
1. Transportation arrangements for Baker Act and Marchman Act clients are under the
direction of the Unit Nurse on Duty /G /CC per contractual arrangement Elanjess LLC.
No other agency is authorized to contact Elanjess directly for transportation.
2. Final decision for a driver to transport is made by the nurse on duty. The nurse may
request a BAL be conducted or send a drivers /escort home if he /she has a concern.
3. "A driver shall not be permitted or required to drive more than 12 hours in any one
24 -hour period, or drive after having been on duty for 16 hours in'any one 24 -hour
period. "
4. All trips will be made within the approved fee structure.
5. All trips will be made using the closest vehicle and the shortest distance unless
preauthorization is obtained from the Unit Nurse on Duty at the G /CC.
6. Clients may be picked up at only approved locations. The G /CC Nurse on Duty will
communicate the pick up location. Approved locations will include:
Hospitals, Detention Facility
Mental Health Clinics, Anchor Away
With a G /CC staff member
Or otherwise authorized by the G /CC IP Unit Coordinator
7. Depoo Hospital : Pick -up / drop -off is now located in the rear next to the handicap
parking. Upon arrival, call the nurse's station directly from the vehicle at 305 -294-
5531 x8330. Hospital staff will escort the client to /from the building.
8. Pick -up / drop -off is at the ER entrance. Upon arrival, call 305 - 294 -5531 x3202.
Hospital staff will escort the client to /from the building.
9. At G /CC: Use the telephone call box next to the elevator.
10. At G /CC, staff members shall place the client in the vehicle for departure and will
assist the client from the vehicle at time of arrival.
11. The facility responsible for the departing client for a trip longer than 2 hours shall
provide a brown bag snack. All minors shall be supplied with a snack for any trip
over 1 hour.
12. When a driver reports a client is too dangerous to transport, the nurse on duty shall
work with the Sheriffs department to transport the client
13. If a client absconds at time of or during transport, immediately report the information
to the G /CC Nurse on Duty. Do not go after the client.
14. Neither Drivers nor Escorts are permitted to physically restrain a client.
15. "Jail Hold" clients from the Monroe County Detention Facility shall be picked up from
Rvsd/lfm 9.2016
-2-
the Sallyport area only. To access the Sallyport area, the driver must drive the car
within 1 foot of the Sallyport entrance. If the door does not open, the escort must use
the speaker mounted on the wall next to the Sallyport entrance to request entrance.
Once inside, Detention Facility staff will bring the client to the car. When the client is
inside the car and the doors are locked, the Sallyport area exit doors will open.
16. The driver /escort must determine from the Pick Up facility if the client has been
searched and encourage staff to conduct a search prior to transport. If the client is
not searched prior to transport, the driver must communicate this information to the
Duty Staff Member prior to opening the client door at the Designation point.
17. Driver /escort MUST respond to the pick up point within a maximum time - frame of
1 hour and 15 minutes.
C. Reimbursement related rules
1. All cancelled and otherwise diverted trips will be reported on the Transportation
Record and Payment Authorization Sheet.
2. Transportation Record and Payment Authorization Sheets and a Statement of
services rendered will be faxed to the IP Unit Coordinator on the first and sixteenth
of each month.
3. G /CC does not reimburse Elanjess for cancelled trips. Compensation to the
drivers /escorts for cancelled trips is at the discretion of Elanjess.
4. If the driver arrives without the original Baker or Marchman Act paperwork, Elanjess
will obtain the paperwork without charge to the G /CC.
D. Other
1. Drivers must wear their Elanjess issued ID badge at all times
I acknowledge I have received and read the above BA/MA Transportation Protocol.
Driver /Escort Signature Date
Printed Name
Rvsd/lfm 9.2016
- 3 -
Attachment 2
Transportation Record and Payment Authorization Sheet
(See Attached)
GCC VSA
Page 1 I of 14
ATTACHMENT 2
GUIDANCE /CARE CENTER
3000 41ST ST. Ocean
Marathon, FL 33050
Voice 305 - 434 -7660 • Fax 305 -434 -9040
TRANSPORTATION RECORD AND PAYMENT AUTHORIZATION SHEET
Transportation Type: ❑ Baker Act ❑ Marchman Act
Date: Client Name: DOB:
Time Called: Time of Pick Up:
Time of Drop Off: Time van returned to Duty:
Vehicle: KW vehicle Mar vehicle
Place of Pick Up:
(Where did you pick up the Client: Facility Name /City)
Authorized Staff Signature at Pick Up Facility:
Time:
Destination:
(Where did you take the Client: Facility Name /City)
Authorized Staff Signature at Designation Facility:
Time:
(Staff member accepting client)
Driver Name:
Escort Name:
Beginning Miles: Pick Up Miles:
Drop Off Miles: Ending Miles:
FOR G /CC USE ONLY:
Amount to be paid:
Unit Director Signature:
\\ westcare. local\ dfsredirection $ \FL- GCC\maureen.kempa \My Documents \Contracts \Transportation \16 -17 Attachment 2 - auth sheet.doc
RVSD0912
Attachment 3
Statement
(See Attached)
GCC VSA
Page 12 of 14
Attachment 3
Statement
Date:
•
Elanjess LLC
800 14th Street
Key West, Florida 33040
Inpatient Unit Coordinator
Guidance /Care Center
3000 41st St. Ocean
Marathon, FL 33050
Re: Baker Act and Marchman Act transportation
The following is a break down for trips from to
Date Name Pick Up Cost Vehicle
Designation 1 2 3
TOTAL o-
Elanjess LLC Representative Signature G /CC Finance Director or Designee Signature
\ \westcare. local\ dfsredirection $ \FL- GCC\maureen.kempa\My Documents \Contracts\Transportation \16 -17 Attachment 3 - Statement for
Elanjes.doc Rvsd: 10/10 rvwd:0914
Attachment 4
Vehicle Incident Kit
(See Attached)
GCC VSA
Page 13 of 14
Vehicle Incident Kit
•
Contents:
Vehicle Incident- Protocol and Reporting Policy
Vehicle Incident Report Form
Vehicle Incident- Passenger/Witness Statement Forms*
Vehicle Incident Traffic Diagram
Disposable Camera
12 Pens
*Number of Statement Forms Required is to equal vehicle passenger capacity
plus an additional two for other witnesses.
**Drivers are responsible for making sure this kit is complete at all times.
Vehicle Incident Protocol and Reporting Policy
(Vehicle Incident Kit Copy)
DO IMMEDIATELY:
1. Immediately after the incident, examine and question persons for bodily injury and then
examine vehicle for damage.
2. If there is an accident involving another vehicle or if persons involved require immediate
medical attention, call 911 or 311 accordingly.
3. If involved persons do not report injury, authorities still need to be contacted and :a police
report requested. If the request for a police report is declined, the reason and dispatcher name
and badge number need to be noted.
4. After authorities have been called, your supervisor needs to be called.
DO NOT:
1. DO NOT admit fault if you are truly not at fault.
2. DO NOT leave the scene of an accident.
3. DO NOT drive the vehicle if you feel it is unsafe.
4. DO NOT drive the vehicle if you feel physically incapable of driving safely.
5. DO NOT discuss the incident with anyone other than law enforcement authorities, your
supervisors, or a claims adjuster from York Claims Service Inc.
GATHER INFORMATION & COMPLETE INCIDENT REPORT:
1. An incident will be defined as any occurrence that resulted in damage to the vehicle and/or
injury to any person. Damage to a vehicle will be defined as anything that resulted in the
property not being left in the same condition as before the incident.
2. Locate and complete the Vehicle Incident Form, complete all the information requested
regarding incident and parties involved and take photos of damage with camera provided.
3. All passengers and other available witnesses, if applicable, need to complete the statement
form.
4. After police report has been completed (if it was not declined), persons have been cared for
(if injury occurred), and vehicle is operational, return to the office.
5. Any and all vehicle incidents must also be reported electronically upon return to the office
by attending supervisor by transferring information from Vehicle Incident Form. The
incident report.will be completed online by logging into the Westcare Intranet at
https : / /secure.westcare.com/intra /.
- 6. An additional email must also be sent by the attending supervisor to the following
management staff summarizing the incident and action taken; Program Director /Coordinator,
Area Director and/or Vice President, and Michael Lavin, Sr. VP of Operations.
7. Supervisor will await further instructions by Program Director /Coordinator and/or Area
Director/Vice President and Michael Lavin, Sr. VP of Operations.
MANDATORY DRUG TEST
The driver of the vehicle involved MUST immediately take a drug test upon completion of the
Vehicle Incident Report Form. The driver's supervisor will provide the documents needed for
the designated. laboratory.
Approved by Senior Management 7/2009
Page 1 of 3
Westcare Vehicle Incident Report Form
This form is to be completed by driver immediately after a vehicle incident, when all persons involved have
been checked for injury and provided medical attention (if applicable), and while all parties are still present.
Basic Information:
Incident Date and Time:
Incident Location:
Were Authorities called? Yes / No
If no, explain why?
If yes, was a police report request granted? Yes / No
If yes, list police report number and attending officer name:
lino, list reason why it was declined?
Dispatcher Name and Badge Number:
Was citation issued? Yes or No If yes, to whom:
Westcare Vehicle Information:
Year /Make/Model:
VIN: Plates: State:
Description of Damage:
Please take pictures of damage with disposable camera provided in Vehicle Incident Kit.
Driver Information:
Driver Name and Job Title:
Driver License Number: State:
Involved Party 1:
Year/Make/Model:
Role in Incident:
Description of Damage:
Please take pictures of damage with disposable camera provided in Vehicle Incident Kit.
Insurance Company: Claims Phone:
Policy # License # State:
Driver Name: Phone:
Injured? Yes or No If yes, explain:
Passenger 1 Name: License # State:
Injured? Yes or No If yes, explain:
Page 2 of 3
Passenger 2 Name: License # State:
Injured? Yes or No If yes, explain:
Passenger 3 Name: License # State:
•
Injured? Yes or No If yes, explain:
(Attach sheet if more passengers present)
Involved Party 2:
Year/Make/Model:
Role in Incident:
Description of Damage:
Please take pictures of damage with disposable camera provided in Vehicle Incident Kit.
Insurance Company: Claims Phone:
Policy # License # State:
Driver Name: Phone:
Injured? Yes or No If Yes, explain:
Passenger 1 Name: License # State:
Injured? Yes or No If yes, explain:
Passenger 2 Name :. License # State:
Injured? Yes or No If yes, explain:
Passenger 3 Name: License # State:
Injured? Yes or No If yes, explain:
(Attach sheet if more parties involved)
Passengers Present in Westcare Vehicle:
All passengers must complete a Vehicle Incident Passenger Statement Form.
1. Staff or Client
Name: Injured? Yes or No
If Yes, explain:
2. Staff or Client
Name: Injured? Yes or No
If Yes, explain:
3. Staff or Client
Name: Injured? Yes or No
•
If Yes, explain:
4. Staff or Client
Name: Injured? Yes or No
If Yes, explain:
Page 3 of 3
5. Staff or Client
Name: Injured? Yes or No
If Yes, explain:
6. Staff or Client
Name: Injured? Yes or No
If Yes, explain:
7. Staff or Client
Name: Injured? Yes or No
If Yes, explain:
8. Staff or Client •
Name: Injured? Yes or No
If Yes, explain: _
(Attach sheet if more passengers present)
Detailed Explanation of Incident:
Was this a preventable incident? Yes or No
Explain why or why not:
I confirm the information provided in this report is as accurate to my knowledge and as thorough as possible.
Name: Signature:
*This report must be sent to the attending supervisor as promptly as possible. Attending supervisor must complete and
submit an electronic incident report via the Westcare Intranet and email management.
* *The Driver of the Westcare vehicle must take a drug test, as required by company policy, immediately after the vehicle
incident and attending supervisor needs to know the time of completion.
Approved by Senior Management 7/2009
Westcare Vehicle Incident Passenger/Witness Statement Form
Name:
Are you Westcare Staff, a Westcare Client, or Other?
Are you a Driver, Passenger or Other Witness?
If Other Witness, please list Contact Information:
Address:
City: St: Zip
Phone: (• ) • ..
Incident Date and Time:
Incident Location:
Westcare Vehicle Make/Model:
Description of Incident/Event:
•
Are you injured? Yes or No
If yes, please explain:
I was offered medical evaluation: Yes or No
If yes, I: Accepted or Declined Signature:
I certify that the above information is as accurate to my knowledge and as thorough as possible.
Signature Date
This form will be forwarded to attending supervisor to be part of the Vehicle Incident Report.
Thank you for your cooperation.
Approved by Senior Management 7/2009
S. L.
Westcare Vehicle Incident Passenger/Witness Statement Form
Name:
Are you Westcare Staff; a Westcare Client, or Other?
Are you a Driver, Passenger or Other Witness?
If Other Witness, please list Contact Information:
Address:
City: St: Zip •
•
Phone: ( )
Incident Date and Time:
•
Incident Location:
Westcare Vehicle Make/Model:
Description of Incident/Event:
Are you injured? Yes or No
If yes, please explain:
I was offered medical evaluation: Yes or No
If yes, I: Accepted or Declined Signature:
•
I certify that the above information is as accurate to knowledge and as thorough as possible.
•
Signature • Date
This form will be forwarded to attending supervisor to be part of the Vehicle Incident Report.
Thank you for your cooperation.
Approved by Senior Management 7/2009
SL.
Westcare Vehicle Incident Passenger/Witness Statement Form
Name:
Are you Westcare Staff, a Westcare Client, or Other?
Are you a Driver, Passenger or Other Witness?
If Other Witness, please list Contact Information:
Address:
City: St: Zip
Phone: ( ) -
Incident Date and Time:
Incident Location:
Westcare Vehicle Make/Model:
Description of Incident/Event:
Are you injured? Yes or No
If yes, please explain:
I was offered medical evaluation: Yes or No
If yes, I: Accepted or Declined Signature:
I certify that the above information is as accurate to my knowledge and as thorough as possible.
Signature Date
This form will be forwarded to attending supervisor to be part of the Vehicle Incident Report.
Thank you for your cooperation.
Approved by Senior Management 7/2009
S. L.
Westcare Vehicle Incident Passenger/Witness Statement Form
Name:
Are you Westcare Staff, a Westcare Client, or Other?
Are you a Driver, Passenger or Other Witness?
If Other Witness, please list Contact Information:
Address:
•
City: St: Zip
Phone: ( )
Incident Date and Time:
Incident Location:
Westcare Vehicle Make/Model:
Description of Incident/Event:
Are you injured? Yes or No
If yes, please explain:
I was offered medical evaluation: Yes or No
•
If yes, I: Accepted or Declined Signature:
I certify that the above information is as accurate to my knowledge and as thorough as possible.
Signature Date
This form will be forwarded to attending supervisor to be part of the Vehicle Incident Report.
Thank you for your cooperation.
Approved by Senior Management 7/2009
S. L.
Additional Sheet for More Information
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Attachment 5
De- Escalation Training Acknowledgement Form
(See Attached)
GCC VSA
Page 14 of 14
GUIDANCE /CARE CENTER, INC.
3000 41ST STREET, OCEAN
MARATHON, FL 33050
(v) 305/434 -7660 / (f) 305/434 -9040
acknowledge I have completed DE- ESCALATION TRAINING
http: / /www.binq.com/ videos / search ?q =De +Escalation +Training +Video& &view = detail &mi
d= AC9FB1689A985EE5E794AC9FB1689A985EE5E794 &FORM = VRDGAR
Driver /Escort Signature Date
Printed Name
WEST CARE
VENDOR SERVICE AGREEMENT
THIS VENDOR SERVICE AGREEMENT (the "Agreement ") is effective as of this V day of
July, .2018 ( "Effective Date ") between Guidance /Care Center, Inc., a Florida not -for- profit
corporation ( "WestCare ") and Dr. Rafael Conte; a psychiatrist ( "Vendor"). Vendor and
WestCare collectively hereafter the "Parties" and individually the "Party". The Parties agree as
follows:
1. Services to be Performed. Vendor will provide the services set forth on Exhibit A
( "Services), which exhibit is attached hereto and incorporated herein by and through this
reference.
2. Term. This Agreement shall commence on the Effective Date and shall expire on June
30, 2019 ( "Term "). Foregoing notwithstanding, either party may terminate this
Agreement at any time, with or without cause, upon not less than fifteen (15) days
written notice to the other party. If either Party breaches the obligations set forth in this
Agreement, the non - breaching Party may terminate this Agreement upon not less than
five (5) days prior written notice and retain its right to all damages caused by the breach
(unless otherwise provided herein) and subsequent termination. Upon expiration or
termination of this agreement, neither party shall have any further obligation
except for (i) obligations due and owing which arose prior to the date of termination, and
(ii) obligations, promises or covenants contained herein which expressly extend beyond
the term of this agreement.
3. Performance Standards. Vendor shall comply with all applicable laws, codes,
ordnances, and regulations of the United States and the State of Florida in the
performance of Services administered under this Agreement.
4. Compensation. In full consideration for the performance of the Services set forth in
Section 1, including for any rights granted or relinquished by the Vendor under this
Agreement, WestCare shall pay Vendor the rate set forth in Exhibit B based on the
specific Service(s) provided pursuant to this Agreement ( "Fee Rate "). Services provided
pursuant to this Agreement are to be documented and invoiced by Vendor in writing at
the end of each calendar month of service. All written invoices are due by the last day of
the month for that month's service. Compensation shall be payable on the fifteenth (15)
of the following calendar month following WestCare's receipt and acceptance of
Vendor's written accurate invoice. Vendor acknowledges and agrees that, except as
provided in this Section or as otherwise set forth in Exhibit B. it shall not be entitled to,
and WestCare shall not be obligated to pay, any monies or other compensation for the
Services provided and rights granted under this Agreement.
5. Compliance
GCC VSA
Page 1 of 13
(a) State License. The Vendor represents that Vendor either possesses or is eligible
to apply for and obtain a valid, unrestricted license to practice medicine in the
State of Florida issued by the Florida Board of Medicine ( "License "). Vendor is
either certified by the American Board of Psychiatry. Vendor has, continues to,
and desires to retain the right to hold himself/herself out to provide mental health
services to other professional corporations, partnerships, and sole practitioners.
In the event that Vendor does not possess a valid, unrestricted License on the
Effective Date, Vendor shall have thirty (30) days from the Effective Date to
obtain such a license after which time this Agreement shall automatically
terminate and all obligations hereunder shall cease. There shall be no obligations
under this Agreement by WestCare until such time as Vendor receives his
License.
(b) Anti - Referral Laws. In addition to the obligations of the parties to comply with
applicable federal, state and local laws respecting the conduct of their profession,
Vendor acknowledges that they are subject to certain federal and state Iaws
governing the referral of patients which are in effect or will become effective
during the term of this Agreement. These laws include prohibitions on:
(1) Payments for referral or to induce the referral of patients
(Medicare/Medicaid Fraud and Abuse Law, §1128B of the Social Security
Act); and
(2) The referral of patients by a physician for certain designated health care
services to an entity with which the physician (or his/her immediate
family) has a financial relationship (§ 1877 of the Social Security Act,
applicable to referrals of Medicare patients, if applicable).
(c) Informed Consent. Except in an emergency situation in which the patient is
unable to give informed consent, before rendering mental health services to any
patient pursuant to this Agreement, Vendor shall obtain the verbal and written
informed consent of the patient or the patient's legal representative. Such
informed consent shall insure that at least all of the following information is given
to the patient or the patient's legal representative verbally and in writing: (i) the
patient has the option to withhold or withdraw consent at any time without
affecting the patient's right to future health care or treatment, and without risking
a loss or withdrawal of any program benefits to which the patient would otherwise
be entitled; (ii) a description of the potential risks, consequences, and benefits of
telemedicine; (iii) all existing confidentiality protections apply; and (iv)
dissemination of any patient - identifiable images or information from the
telemedicine interaction to researchers or others will not occur without the
patient's consent.
(d) Compliance with Applicable Laws. To the best of the Vendor's knowledge and
belief, Vendor has operated in compliance with all federal, state, county and
GCC VSA
Page 2 of 13
municipal laws, ordinances and regulations applicable thereto and Vendor
represents that he or she has not received payment or any remuneration
whatsoever to induce or encourage the referral of patients or the purchase of
goods and/or services as prohibited under 42 U.S.C. Section 1320a- 7b(b), or
otherwise perpetrated any Medicare or Medicaid fraud or abuse, nor has any fraud
or abuse been alleged within the last five (5) years by any Governmental
Authority, a carrier or a third party payor.
(e) Health Care Compliance. Vendor is presently participating in or otherwise
authorized to receive reimbursement from Medicare, Medicaid, and other third-
party payor programs, and is not nor has ever been an excluded provider. Any
and all necessary certifications and contracts required for participation in such
programs are in full force and . effect and have not been amended or otherwise
modified, rescinded, revoked or assigned as the date hereof, and no condition
exists or event has occurred which in itself or with the giving of notice or the
lapse of time or both would result in the suspension, revocation, impairment,
forfeiture or non - renewal of any such payor program.
(f) Fraud and Abuse. Vendor shall not engage in any activities which are
prohibited by or are in violation of the rules, regulations, policies, contracts or
laws pertaining to any third party and/or governmental payor program, or which
are prohibited by rules of professional conduct ("Governmental Rules and
Regulations "), including but not limited to the following: (a) knowingly and
willfully making or causing to be made a false statement or representation of a
material fact in any application for any benefit or payment; (b) knowingly and
willfully making or causing to be made any false statement or representation of a
material fact for use in determining rights to any benefit or payment; (c) failing to
disclose knowledge by a claimant of the occurrence of any event affecting the
initial or continued right to any benefit or payment on the Provider's own behalf
or on behalf of another, with intent to fraudulently secure such benefit or
payment; or (d) knowingly and willfully soliciting or receiving any remuneration
(including any kickback, bribe, or rebate), directly or indirectly, overtly or
covertly, in cash or in kind or offering to pay or receive such remuneration (i) in
return for referring an individual to a person for the furnishing or arranging for the
furnishing or any item or service for which payment may be made in whole or in
part by Medicare or Medicaid, or (ii) in return for purchasing, leasing, or ordering
or arranging for or recommending purchasing, Ieasing, or ordering any good,
facility, service or item for which payment may be made in whole or in part by
Medicare or Medicaid. Vendor acknowledges that this list is not an exhaustive or
complete list of all governmental requirements and represents and warrants that
Vendor will endeavor, to the best of the Vendor's knowledge, to educate, to seek
information, and/or to make themselves aware of these governmental
requirements.
(g) Changes In The Law. In the event of any changes in Iaw or regulations
implementing or interpreting any Federal or State law relating to the subject
GCC VSA
Page 3of13
matter of fraud and abuse or to payment for patient referral, including the laws
referenced above, the parties shall use all reasonable efforts to revise this
Agreement to conform and comply with such changes. In the event that the
parties cannot revise this Agreement in a manner which will conform and comply
with such changes and preserve to the extent possible the intent of the parties in
entering into this Agreement, then either party may terminate those portions of the
Agreement which cannot be revised to conform and comply with such changes
and the intent of the parties.
6. Confidential Information. Both parties hereto shall treat as confidential all 'information
relating to either party's operations or the general business affairs or any of the operations
or general business affairs of the party (including the party's parent, affiliate or subsidiary
companies) which the other party may observe or which may be disclosed as a result of
the party's performance under this MOU. Neither party shall not disclose any
information, including without limitation anyinformation contained in this MOU, to third
parties or use any such information for any purpose other than the performance under this
MOU, without the prior written consent of the other party. Additionally, the Parties
agree to abide by all State and Federal laws, rules and regulations, HIPAA and 42 C.F.R.,
Part 2. Both parties agree not to divulge any information concerning any individual
client to any unauthorized person or agency without the written consent of the client and
participant. This Section 6 shall survive the termination of the Agreement.
7. Indemnification. Vendor shall indemnify, defend and hold WestCare (including without
limitation WestCare's affiliates, subsidiaries' officers, directors, employees,
representatives, independent contractors and agents) harmless for, from and against any
and all losses, expenses, costs, liabilities, damages, claims, suits and demands (including
without limitation attorney's fees and costs) arising from or attributable to the acts or
omissions of Vendor (including but not limited to Vendor's officers, directors,
employees, representatives, sub - contractors and agents) in the performance of and
delivery of Services pursuant to this Agreement.
8. Insurance. Vendor shall be solely responsible, at Vendor's sole cost and expense, for
maintaining its own liability insurance, including any workers compensation insurance
required under applicable law and under its License as defined in Section 5(a) herein. At
no time shall WestCare be liable for any insurance obligation of Vendor.
9. Representations and Warranties. Vendor hereby represents, covenants and warrants to
WestCare as a material part of the consideration for WestCare agreeing to enter into the
Agreement, as follows: (i) Vendor is a corporation, duly organized and validly existing
under the law; (ii) the execution of this Agreement has been duly authorized by all
necessary corporate action on behalf of Vendor; and (iii) Vendor has obtained and
currently holds all licenses, permits and approvals of all governmental authorities
necessary or appropriate to perform Vendor's obligations under the this Agreement.
10. Intellectual Property. Neither party to this Agreement shall be deemed to be granted
any right, title or interest in or to the trademarks, trade names, service marks, copyrights,
GCC VSA
Page 4 of 13
patents or other intellectual property of the other Party. WestCare and Vendor expressly
acknowledge and agree that neither party is granted - under this Agreement the right to
use, refer to or incorporate in any materials, including without limitation marketing
materials, the name, logos, trademarks, or copyrights of the other Party.
11. HIV - AIDS Stipulation. Vendor agrees to comply with the mandated confidentiality
requirements regarding individuals who test positive for HIV -AIDS as set forth by
federal and state law. Vendor agrees to adopt and implement workplace guidelines
concerning persons with HIV -AIDS and other infectious diseases and shall also develop
and implement guidelines regarding confidentiality of HIV - related medical information
for employees of Vendor, if any, and for clients served by Vendor in accordance with the
appropriate laws and regulations. Vendor's confidentiality obligations hereunder shall
survive the termination of this Agreement.
12. Notice. Any notices to either party under this Agreement shall be in writing and
delivered by hand or sent by nationally recognized messenger service, or by registered or
certified mail, return receipt requested, to the address set forth herein or to such other
address as that party may hereafter designate by notice. Notice shall be effective when
received, which shall be no greater than one (1) business day after being sent by a
nationally recognized messenger service or three (3) days after being sent by mail.
If to WestCare: Guidance /Care Center, Inc.
Attn: Senior Vice President
169 East Flagler Street, Suite 1300
Miami, Florida 33131
with a copy of all legal notices, notices of default, breach, termination, or demand
for indemnity copied to:
WestCare Foundation, Inc.
Attn: Executive Vice President
1711 Whitney Mesa Drive
Henderson, Nevada 89014
•
If to Vendor: CONTE PSYCHIATRY, LLC
Attn: Rafael Conte
3741 Battersea Road
Miami, Florida 33133
13. Miscellaneous.
(a) Time is of the essence of this Agreement.
(b) This Agreement, together with all documents incorporated herein by reference, if
any, constitutes the entire agreement between the Parties. There are no terms,
cce vsn
Page 5 of 13
conditions or provisions, either oral or written between the parties other than
those contained in this Agreement.
(c) No amendment to this Agreement shall be enforceable, unless in writing and
signed by the Parties.
(d) Whenever the context may require, any pronouns used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns and pronouns shall include the plural and vice versa. Captions
contained in this Agreement are inserted only as a matter of convenience and in
no way define, limit, extend or describe the scope of this Agreement or of any
provision herein.
(e) This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which shall constitute one and the same
agreement. Any such counterpart signature pages may be attached to the body of
one agreement to form a complete integrated whole.
(f) Any term or provision of this Agreement which now or hereafter is declared
• contrary to any law, order, ordinance, requirement ruling or regulation of any
governmental authority, whether federal, state or local, whether now in force or
enacted or promulgated in the future, or which is otherwise • invalid, shall be
deemed stricken from this Agreement without impairing the validity of the
remainder of this Agreement.
(g) This Agreement shall be governed by and construed in accordance with the law of
the State of Florida. The venue for any dispute arising under this Agreement shall
be a court of competent jurisdiction in Monroe County, State of Florida.
(h) Neither Party hereto shall be entitled to recover special damages in the nature of
lost profits or consequential damages.
(i) The Parties to this Agreement are acting as independent contractors and
independent employers. Nothing contained in this Agreement shall create or be
construed as creating a partnership, joint venture or agency relationship between
the parties. Neither Party shall have the authority to bind the other Party in any
respect.
(j) In the event of any action or proceeding to compel compliance with, or with
respect to any breach of this Agreement, the prevailing party shall be entitled to
recover all reasonable costs and reasonable expenses of such action or proceeding
including without limitation its reasonable attorneys' fees and costs incurred in
connection therewith regardless of whether any formal legal action is commenced
or whether such fees and costs are incurred at or in connection with trial or
appellate proceedings.
GCC VSA
Page 6 of 13
(k) Vendor shall perform all of the Services under this Agreement in compliance with
all applicable federal, state and local laws, ordinances, rules, regulations, codes or
orders.
(1) Any failure by either Party at any time, to enforce or require the other Party's
compliance with any of the terms and conditions of this Agreement shall not
constitute a waiver of such terms and conditions in any way, or the right of the
non- defaulting party at any time to avail itself of any and all remedies it may have
for any breach of said terms and conditions including without limitation any right
to terminate this Agreement. The remedies of the parties provided for in this
Agreement shall be cumulative with all other remedies that either Party may have
against the other party at law or in equity.
(m) All of the covenants and agreements contained in this Agreement shall be
extended to and be binding upon the successors and assigns of the Parties.
(n) Neither Party may assign this Agreement in whole or in part or assign, pledge or
otherwise transfer either party's obligations hereunder except with the prior
written consent of the non - assigning party, which consent shall not be
unreasonably withheld.
(o) The Vendor shall not subcontract any portion of the Services contemplated by this
Agreement without the prior written consent of WestCare, which consent may be
given or withheld in WestCare's sole and absolute discretion.
(Signature Page to follow)
GCC VSA
Page 7 of 13
•
•
SIGNATURE PAGE •
IN W'Y1TNESS \'.'HEREOF, the Parties, by their duly authorized representatives, .
Dave executed
-'this Service •
Agreement as - of the Efective Day noted above. •
" 1VestCare" "Vendor" •
•
GUIDANCE /CARE• CENTER., INC., • DR. RAFAEL CONTE,
a. Florida not- for-Lprotit corporation a psychiatrist
ley . (,,. P . - • .. B
•
- " . Name: Sharon Crippen • • Name: Rafael Conte
- -• • • .. •_
Its :_ Senior. Vice President
. 20
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18
:':: •..Date: , 2018 - Date: •g e w.` 0 l e,r' i� t �
•
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• c8of13 cc s
•
•
Exhibit A
Services
During the Term, Vendor shall have the right and duty to render medical services to patients of
WestCare, on a schedule established by WestCare, to the best of Vendor's ability and capacity;
and to perform executive and managerial duties for WestCare and any other duties incidental
thereto as may be from time to time assigned by WestCare to Vendor. The duties of Vendor
shall include, without limitation, the following:
a. Vendor shall be available pursuant to the Scheduling, as defined herein; -
b. Vendor shall comply with all applicable Federal, state and local laws, rules,
regulations, statutes or ordinances, and all applicable rules and regulations of the
Florida Board of Medicine;
c. Vendor shall at all times provide accurate, timely and appropriate patient care
documentation in accordance with federal, state, and local laws and regulations
and the written policies and procedures of WestCare. Vendor's failure to provide
accurate, timely, and appropriate documentation or to participate in WestCare's
efforts to ensure appropriate charting and documentation may result in
termination of this Agreement;
d. Provide qualified professional medical services as more particularly set forth in
below;
e. Maintain licensing as a Vendor as required by the laws of the State of Florida,
including without limitation, participation in continuing medical education in
order to maintain professional competence and skills and to maintain high quality
patient care;
f. Apply for and maintain the privileges and credentials necessary, if any, to render
the services required under this Agreement;
g. Comply with all requirements imposed on WestCare by the Plans, including,
without limitation, participating in utilization and quality management programs
of WestCare and/or the Plans, listing Vendor's name in WestCare and/or the
Plan's rosters, and complying with WestCare and/or the Plan's referral procedures
and hospital administration requirements; •
h. Comply with any patient and/or plan grievance procedure that Vendor and /or
WestCare is required to comply with based on WestCare's and Vendor's contracts
with Plans, payors, and other parties;
GCC vsn
Page 9 of 13
i. Vendor shall comply with and shall be bound by the utilization management and
quality management programs of WestCare and, if requested, shall serve on the
utilization management or quality management committee in accordance with the
procedures established by WestCare.
j. At all times, own or lease and maintain, at Vendor's sole expense, a properly
functioning automobile for the purpose of discharging Vendor's duties hereunder.
k. Vendor shall provide the following services:
1. Provide outpatient psychiatric services for adult and pediatric consumers;
2. Provide services to inpatient consumers as needed;
3. Assure the medical and psychiatric services being provided meet the
prevailing professional standards as well and the Department of Children and
Families, South Florida Behavioral Health Network, Federal and State and
CARF regulations;
4. Dispense medication per WestCare protocol;
5. Maintain clinical records in compliance with DCF, SFBHN, CARF Licensing,
Medicaid, and Medicare standards, as well as Guidance /Care Center policies
and. procedures;
6. Evaluate the impact of substance use, mental health problems, and chronic
medical conditions on the consumer's functioning in major life areas.
For purposes of this Exhibit, "Plan" shall mean health care service plans, managed care plans,
integrated delivery systems, health maintenance organizations, preferred provider organizations,
exclusive provider organizations, employer groups and plans, and any other insurance
companies, health care or employee benefit plans and fee for service patients.
Scheduling and Assignments. Vendor shall be available on an "as needed /as scheduled" basis
for WestCare, and shall be available to devote to direct patient care and/or clinical
consultation/training including primary care Vendors associated with the Program a minimum of
nine (9) days per month (the "Service Month "). Vendor may be available to provide additional
services in the Crisis Stabilization Unit a minimum of twelve (12) days per month, based on the
mutual agreement of Vendor and WestCare. In the event that either Vendor or WestCare
requires the Service Day to be rescheduled, such adjustment shall be made by the mutual
agreement of Vendor and the Program no fewer than thirty (30) days prior to the effective date of
rescheduling.
It is agreed that WestCare shall determine practice assignments and duties. The duties of Vendor
in treating patients hereunder shall specifically not be performed under the direct supervision or
control of WestCare, but rather shall be performed by Vendor in accordance with the standards
GCC VSA
Pagc 10 of 13
prevailing in the community.
Professional Medical Services. Vendor is hereby granted the right to provide professional
medical services as WestCare may direct, subject to any policies, rules and regulations, and other
requirements that WestCare may. establish from time to time. Vendor's professional services
shall include, but shall not be limited to, the following:
• The provision of competent, qualified professional medical services to WestCare's, and
the Plans' patients and/or beneficiaries. Medical services shall be rendered in a manner
consistent with the customary community standards for medical services of a similar
nature.
• Vendor shall provide WestCare with such information as requested regarding the delivery
of medical services to assist WestCare in charging the patients professional fees, which
fees shall be consistent with and shall not exceed the usual, customary and reasonable
community standards for medical services, and shall be established by WestCare from
• time to time. All billing for professional medical services shall be by WestCare
according to procedures established by WestCare.
• Provided Vendor is provided with five (5) days prior notice and copies of all relevant
information, Vendor hereby authorizes WestCare to release any and all information,
records, summaries of records and statistical reports specific to Vendor including, but not
limited to, Vendor utilization profiles pertinent to Vendor's provision of professional
services, Vendor qualifications and credentialing information to payors and Plans without
receiving Vendor's prior written consent. Vendor hereby releases WestCare, its
employees and/or its authorized agents from any and all liability and expense which is
incurred by WestCare, its employees or its authorized agents due to any action taken by
WestCare pursuant to this subparagraph.
• Vendor shall adhere to the written Professional Work and Performance standards
established by WestCare, as presently exist, and/or may be adopted in the future.
Medical Records.
a. Ownership and Access. All records contained in the patient files shall be the
property of WestCare, and Vendor shall not remove these records upon the
termination of this Agreement, except pursuant to a specific request in writing
with respect to and from a patient or patients treated by Vendor during the Term,
unless otherwise agreed by WestCare. In the event of a claim or challenge by a
patient or any regulatory authority, Vendor shall cooperate with WestCare by
making the patient files in Vendor's possession available for copying or
inspection (to the extent allowable by the rules regarding confidentiality of
medical records). WestCare shall similarly cooperate with Vendor and make
available patient files in the event of such a claim or challenge.
b. Maintenance of Medical Records. Vendor shall maintain, with respect to each
patient, a single standard medical record in such form, containing such
information and preserved for such time period(s) as are required by WestCare.
GCC VSA
•
Page 1 1 of 13
•
c. Compliance with Medicare Rules. To the extent required by law or regulation,
Vendor shall make available, upon written request from WestCare, the Secretary
of Health and Human Services, the Comptroller General of the United States, or
any other duly authorized agent or representative, this Agreement and Vendor's
books, documents and records to the extent necessary to certify the nature and
extent of the costs for services provided by Vendor. Vendor shall preserve and
make available such books, documents and records for a period of seven (7) years
after the end of the Term. If Vendor is requested to disclose books, documents or
records pursuant to this subparagraph for any purpose, Vendor shall notify
WestCare of the nature and scope of such request, and Vendor shall make
available, upon written request of WestCare, all such books, documents or
records. Vendor shall defend, indemnify and hold free and harmless WestCare if
any amount of reimbursement is denied or disallowed because of Vendor's failure
to comply with the obligations set forth in this subparagraph. Such indemnity
shall include, but not be limited to, the amount of reimbursement denied, plus any
interest, penalties and reasonable legal fees and costs.
GCC VSA
Page I2 of 13
Exhibit B
Compensation
Pursuant to the terms and conditions set forth in this Agreement, and pursuant to the invoice
requirement set forth in Section 4 herein, WestCare shall pay Vendor the total Fee Rate of one
hundred sixty five and no /100ths dollars ($165.00) per hour for Outpatient Services. The Fee
Rate set forth herein shall be subject to to monthly hour cap of eighty eight (88) hours ( "Hour
Cap "); meaning that Vendor shall not provide Services or Invoice WestCare more than fourteen
thousand five hundred twenty and no /100ths dollars ($14,520.00) per month during the Term of
this Agreement.
When necessary, Vendor will be compensated one thousand one hundred and no /I00ths dollars
($1,100.00) flat rate per day for coverage at the Crisis Stabilization Unit as scheduled
cooperatively with the GCC Inpatient Administration. This rate shall be subject to a monthly cap
of twelve (12) days a month.
When WestCare requests Provider to go from Miami, Florida to the Guidance /Care Center,
WestCare will compensate Provider travel expenses of one hundred fifty and no /100ths dollars
($150.00) per round trip. Any request will be made by WestCare in writing.
GCC VSA
Page 13 of 13
ATTACHMENT E
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 CONTRACTOR 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." n
I have read the above and state that neither & Ietur& /) L til'e vJ (Respondent's name) nor any
Affiliate has been placed on the convicted vendor list within the last 36 months.
A � '
A.
(Signature) •
Date: Gt ! / /ld
STATE OF: Fit).4\a&
COUNTY OF: Mphr0
Subscribed dg
and sworn to (or affirmed) before me on d� l� /
�M
(date) by I t .Xc ty'1 17)1i1/11 &4,V (name of affiant). He /She i personally known
to me or has roduced (type of identification) ��� (t Yp ) as identification.
, ,•�°° f1i ,!/ / iL
: per Notary Public State of Florida N OTA ��f U B L l C
Maryanne L Johnson
>`. v My Commission GG 175345 _
l Expires 01/15/2022
- My Commission Expires: / / '2-
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 15
ATTACHMENT F
SWORN STATEMENT UNDER ORDINANCE NO. 010 -1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
(:)t,i1Ozunce." ex,(re Centr,- 114(.
(Company)
"...warrants that he /it has not employed, retained or otherwise had act on his /her behalf any former
County officer or employee in violation of Section 2 of Ordinance No. 010 -1990 or any County officer or
employee in violation of Section 3 of Ordinance No. 010 -1990. For breach or violation of this provision
the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion,
deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or employee."
(Signature)
Date: (Oh J /Y
STATE OF: FloVt
COUNTY OF: Pi ty)
Subscribed and sworn to (or affirmed) before me on V 3 k- ✓ / ; c 9_01 (
(date) by - 611/1 4 I'e (name of affiant). He /She i personally
know to me or has produced Ay- (type of
identification) as identification.
,AP Pk,_ Notary Public State of Florida
Maryanne L Johnson
Q My Commission GG 175345 ,)
aaa Expires 01/15/2022 � . � 1��i f&Addl
./. TARY PUB IT
My Commission Expires: fib'
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 16
ATTACHMENT G
DRUG -FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
G-O /LK t -�-er l vLc
(Name of Business)
1. Publish 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. Inform employees about the dangers of drug abuse in the workplace, the business' 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. Give 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), notify 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. Impose 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. Make 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.
(Signature)
Date: j Oh I i
STATE OF: RW[6E-A--
COUNTY OF: 1,
Subscribed and sworn to (or affirmed) before me on &O)11/0e1/ D / (date) by
M a , U i 1 / \ e ' t l / \ 1 41/ 1, (name of affiant). He /She isEpersonally know7o me or
has produced (type of identification) as identification.
-Ili L/ I
NOTA•p/ PUBLIC
My Commission Expires: A +
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 17
ATTACHMENT H
FY19 Annual Performance Report
(For year October 1, 2018 — September 30, 2019)
Agency Name
POC
Phone /Email
Grant Amount
Per Section 8 of your contract, it is required that you fill out the entire form and answer every
question.
Narrative on the FY19 Performance (i.e. successes, challenges, etc):
Questions:
1. Please list services and client information below for the program /activities funded by the Monroe
County award.
�; � # of persons in Total # of `clients �M
Services,R :Ttarget , target n populatii_on s r se ed.in FYI9n ;
lnduplieated Clien ts'Serued $ `w
2. What were the measurable outcomes (including numbers) accomplished in FY19? Please base these
outc on the services you identified in Question #1.
3. What number and percentage of your clients /participants were at or below the federal poverty level in
FY19; and /or 200 %; and /or another standard used by your organization?
4. Were all the awarded funds used in FY19? If not, please explain.
5. What is the number of FTEs working on the program(s) funded by the award in FY19?
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 18
6. Were the awarded funds used as match in FY19? If so, please list matching sources.
7. What area of Monroe County did you serve in FY19?
8. How many total FTEs in your organization?
9. Volunteers: hours of program service were contributed by volunteers in FY19.
10. What was the CEO /Executive Director (or highest paid title) compensation in FY19? (Please
breakdown between salary and benefits.)
11. What is your organization's fiscal year?
For the following questions, please use the number as reported on your FY19 IRS Form 990. If your
FY19 IRS Form 990 is not yet prepared, please provide an estimate for the following questions.
12. What were your organization's total expenses in FY19?
13. What was your organization's total revenue in FY19?
14. What was the organization's total in grants and contracts for FY19?
15. What was the organization's total donations and in -kind (fundraising) in FY19?
16. What percentage of your expenses are program service expenses versus management and general
expenses in FY19 as reported on your IRS Form 990?
(Program service expenses are defined as expenses needed to run your programs. Management and
general expenses encompass expenses such as fundraising, human resources, salaries of those not
working directly with programs, legal services, accounting services, insurance expenses, office
management, auditing, and other centralized services.)
Guidance Care Center — Transportation: Baker Act and CTD FY19; page 19