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FY2010 Consent to Assignment 02/17/2010 CONSENT TO ASSIGNMENT This Consent to Assignment is entered into this 17th day of February, 2010, by and between Monroe County, a political subdivision of the State of Florida, hereafter COUNTY, and Guidance Clinic of the Middle Keys, Inc.,hereafter ASSIGNOR,and Guidance/Care Center, Inc.hereafter ASSIGNEE. WHEREAS, on October 21, 2009,the COUNTY and ASSIGNOR entered into a contract for the provision of mental health services, including Baker Act transportation services; and WHEREAS, the Guidance Clinic of the Middle Keys, Inc. and the Care Center for Mental Health, Inc. have merged; and WHEREAS, said agreement will be amended to substitute the name of Guidance Clinic of the Middle Keys, Inc. for that of Guidance Care Center, Inc.; and WHEREAS, the assets and operations of the ASSIGNOR have now been transferred to the ASSIGNEE; Now therefore, inconsideration of the mutual promises of the original agreement as amended herein, the parties agree as follows: I. The Assignor assigns to Assignee all the Assignor's rights,title and interest in the original agreement. 2. In consideration for such consent, the Assignee agrees to be bound by all the terms and conditions of the original agreement, as amended above. 3. The remaining provisions of the agreement dated October 21, 2009, not inconsistent herewith, remain in full force and effect. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: 'DANnNY L. KOLHAGE, CLERK OF MONRO�ORIDA B)2OLkLe. a-b,-- /J By: Deputy Clerk M or/Chairman Witnesses: 11 Guidance Clinic of the Middle Keys, Inc.(ASSIGNOR) By(�i.��•J771".G{_ �! BY irA Signature 1r -9 /I O 1 � 0 o � TO WI'C � fv I• o r- ��)) / /' / Printed Name � rTi rn cp By. Z�N,t- �. a l - l-Z`LI.. ?Jain_ ' -" m II / r J Date: I l ," 1> , a as as Witnesses: Guidance/Care Center, Inc. (AA'SS1 gNE14W O By: �� _ a- o Byt� Signature t/> , Ire aw;• P'e v -- Printed Name MONROE COUNTY ATTORNEY By �J/+�'U (Lct �'� Date: I h-1 (to PPROVED AS TO FORM: /1- 7 40 LA'Ii At-so Q Q14tF Pt:4 ffie� CHRISTINE M1M� UNWEPT-BARROWS ASSISTANT COUNTY ATTORNEY Date 110110 rrt AGR M NT This Agreement is made and entered into this 21st day of October, 2009, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereafter referred to as tBosrd" or "County," and the GUIDANCE CLINIC OF THE MIDDLE KEYS, INC.,, hereinafter referred to"Board" "Provider." WHEREAS, the Board and the Provider desire to enter into an agreement wherein the j Board contracts for services from the Provider for the renderingof mental health services, including Baker Act transportation services, to the citizens of Monroe County, Florida, and WHEREAS, the Board is vested and charged with certain duties and responsibilities relating to the mental health and guidance of the citizens of Monroe County, and WHEREAS, such services have been rendered by the Provider in the past and have been invaluable to the citizens of the County, and WHEREAS, it is proper and fitting to enter into an agreement for services to be rendered in the forthcoming fiscal year 2009-2010, now, therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: FUNDING 1. AMOUNTNT OF ENT. The the Provider substantially and satisfactorilBoard, in consideration of for performing and ca of therrying out e Provider's exs andiobligor Bs of the Board, shall reimburse the Provider aker hospital, physician and crisis stabilization servicesportio, as billed by the Provider, for clientsqualifyiAct ng for such services under applicable state and federal regulations and eligibility determination procedures, and for Baker Act transportation services, non-Baker Act mental health services and substance abuse treatment. This cost shall not exceed a total reimbursement of ONE MILLION SIXTY THOUSAND FIVE HUNDRED TWENTY AND NO/100 DOLLARS ($1,060,520.00), during the fiscal year 2010, payable as follows: a) the sum of THREE HUNDRED SIXTY ONE THOUSAND ONE HUNDRED NINETY FIVE AND NO/100 DOLLARS ($361,195.00) for mental health services, including detoxification, long- term substance abuse treatment, and long-term psychiatric treatment services, crisis stabilization, community mental health and substance abuse services, and Baker Act/Marchman Act transportation services. b) the sum of SIX HUNDRED THOUSAND AND NO/100 DOLLARS services and mental health and substance abuse services, such as screening and assessment, information and referral, outreach, ($6rv,nton c un residentiallngand therapy, psychiatric services, aftercare, prevention, intervention, counseling and rehabilitation. supportive housing, and psychosocial c) the sum of THIRTY THOUSAND, ONE HUNDRED, FORTY-EIGHT, AND NO/100 DOLLARS ($30,148.00) for Community Transportation Coordinator related services. d) the sum of SIXTY-NINE THOUSAND, ONE HUNDRED, SEVENTY-SEVEN, AND NO/100 DOLLARS ($69,177.00) for Keys to Recovery residential treatment services. 2. TERM. This Agreement shall commence on October 1, 2009, and terminate September 30, 2010, unless earlier terminated pursuant to other provisions herein. Guidance Clinic of the Middle Keys FY10;page 1 • v u 3. PAYMENT. Payment will be paid monthly as hereinafter set forth. Baker Act Billing Summary Forms, certified monthly financial and service load reports will be made available to the Board to validate the delivery of services under this contract. The monthly financial report is due in the office of the Clerk of the Board no later than the 15th day of the following month. Payment for Baker Act and Marchman Act transportation services shall be made according to the rate schedule set forth in Attachment D, subject to the maximum amounts set forth in Paragraph 1. a. Provider above. After the Clerk of the Board pre-audits the certified report, the Board shall reimburse the sum shall fo hato not a cee its monthly d the total amount eshown total Article 1,monthly above, during t in he payments st 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 nditions to organization's lyfinal der invoicenmulstdbecrre received within sixty days afterd s the termination date of this contract shown in Article 2 above. purposes. The Payment for services other ct will be mad , but no more frequently han monthly, as hereinafter set Bakern setforth. AReimbursementrrequestslcally will be submitted to tamounts he Board via the Clerk's Finance Office. The COUNTY shall only reimburse, subject to the funded with Monroelow, those County Codelmbursable expenses which of Ordinances, State laws ande reviewed and regulations and Attachment A - Expense Reimbursement Requirements. Evidence ofpaymentyshall be n the formco of a letter, summarizing the expenses, with supporting documentation e PROV t attached. be inele s of d contain a notarized certification statement. An xampleof areimbursemen 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. Board After the blerk, fthe the PB andIDER.examines mi es and ndrapproves the request for reimbursement, the e reim payments in the aggregate sum shall not exceed the htotal t amount al ofsaIshown d n Article a above, during the term of this agreement. 4. AVAILABILITY OF FUNDS. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the PROVIDER. The Board shall not be obligated to pay for any services or goods provided by the PROVIDER after the PROVIDER has received written notice of termination, unless otherwise required by law. 5. CLAIMS FOR FEDERAL OR STATE AID. PROVIDER and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 6. PURCHASE OF PROPERTY. All property, whether real or personal, funds provided under this agreement, shall become the property of Monroe County and shall be accounted foe pursuant to statutory requirements. purchased with RECORDKEEPING 7. RECORDS. PROVIDER shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall c have reasonable and timely access to such records of each other party to this Agreement for ermfinationrof this pur hsrposes Agreement.during If an the auditor employed by the County orerm of the ment determines that monies paid to PROVIDER pursuant to this Agreement were spent for purposes r enot authorized ars following the Guidance Clinic of the Middle Keys FY10:page 2 irf this Agreement, the PROVIDER shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to PROVIDER. 8. LIC S. The and CCE access to, and i specttiion of, all documents,ypapers, leetterrsER or thershaallow 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. 9. COMPLIANCE WITH COUNTY GUIDELINES. The PROVIDER must furnish to the COUNTY the following (items A-1 must be provided prior to the payment of any invoices): (a) IRS Letter of Determination indicating 501(c)(3) status; (b) List of the Organization's Board of Directors of which there must be five or more; for each board member please indicate when elected to serve and the length of term of service; (c) Evidence of annual election of Officers and Directors; (d) Unqualified audited financial statement from most recent fiscal year for all organizations that expend $150,000 a year or more; if qualified, include a statement of deficiencies with corrective actions recommended/taken; (e) IRS Form 990 from most recent fiscal year for all organizations; (f) Organization's Corporate Bylaws, which must include the organization's mission, board and membership composition, and process for election of officers; (g) Organization's Policies and Procedures Manual which must include hiring policies for all staff, drug and alcohol free workplace provisions, and equal employment opportunity provisions; (h) Specific description or list of services to be provided under this contract with this grant (see Attachment C); (i) Initial Performance Report describing services provided during the prior fiscal year. The performance reports shall include statistical information regarding the types and frequencies of services provided, a profile of clients (including residency) and numbers served, and outcomes achieved. (j) Final Performance Report describing services rendered during the current grant period (to be furnished within 30 days after the contract end date.) The performance reports shall include statistical information regarding the types and frequencies of services provided, a profile of clients (including residency) and numbers served, and outcomes achieved. (k) Cooperation with County monitoring visits that the County may request during the contract year; and (I) Other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may request during the contract year. RESPONSIBILITIES 10. Agapl_gf_j_kuiskat The Provider, for the consideration named, covenants and agrees-with the Board to substantially and satisfactorily perform and carry Board in rendering counsel in the matter of mental health and guidance tout the citizens of the Monroe County, Florida. The Provider shall provide these services in compliance with Florida Statutes Chapter 394. Baker Act and Marchman Act transportation services which are covered under this agreement may be subcontracted, but are subject to the rates set forth in Attachment D, and the limitations above. The subcontractor shall be subject to all of the conditions of this contract, including but not limited to insurance and hold-harmless requirements, as is the Provider. Guidance Clinic of the Middle Keys FY10;page 3 V • 11.Provider's vehicclCESS les at all TO ony fueliing FUELING FaCItesI S.The The County shalllgrantlthe Provider access to forr the use of the real property and its improvements for each fueling site. The Provider agrees that only those individuals authorized by the County to use the fueling sites designated in this agreement shall have twenty-four hour access to said sites, and that they shall either be maintained open or access otherwise provided to them by a uniform key system on such a twenty-four hour basis. The County shall bill the Provider for fueling and other related services and materials utilized by the Provider at the fueling sites within the County's immediate control and as previously set forth in this agreement. Said billing by the County to the Provider shall include an administrative surcharge, as adopted by the Monroe County Board of County Commissioners annually, for processing, servicing, and handling. The Provider shall reimburse the County within thirty (30) days of the date of issuance of the bill. Access to the Fuel Sentry System shall be provided by an electronic memory key, which shall be issued by the County to all authorized designated users of the fueling sites, and as contemplated by this Agreement. For purposes of uniformity, the Monroe County Fleet Management Department shall be responsible for establishing a uniform electronic key system for use by both the County and the Provider under this agreement, and shall establish and maintain policies and procedures for identification, control, and distribution of all keys issued. 12. ATTORNEY'S FEES AND COSTS. The County and PROVIDER agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 13. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PROVIDER and their respective legal representatives, successors, and assigns. 14. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to 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. 15. 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. INDEPENDENT16. PROVID R is annndependen contractor and notalanl 'employeemes andfoof ra the Boardll s hereunder, statement Guidance Clinic of the Middle Keys FY10;page 4 V contained in this agreement shall be construed so as to find the PROVIDER or any of its employees, contractors, servants or agents to be employees of the Board. COMPLIANCE ISSUES 17. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the PROVIDER shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision f such services,violation of saidstat statutes, ordinances, those rules and regulations shall now in effect a constitute akmat dr al breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the PROVIDER. 18. PROFESSIONAL RESPONSIBILITY AND LICENSING. The PROVIDER shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Funding by the Board is contingent upon retention of appropriate local, state and/or federal certification and/or licensure of the PROVIDER'S program and staff. 19. NON-DISCRIMINATION. County and PROVIDER agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or PROVIDER agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These Include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to ) other Federal nondiscrimination lor state statutes which disability;may apply the ypartes to,�dorc the nsubjectrmattersoin any f, this Agreement. pPy AMENDMENTS, CHANGES, AND DISPUTES 20. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the services and/or reimbursement of services shall be accomplished by an amendment, which must be approved in writing by the COUNTY. 21. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PROVIDER agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. Guidance Clinic of the Middle Keys FY10.page 5 4.0 V 22. COOPERATION. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and PROVIDER agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and PROVIDER specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. ASSURANCES 23. COVENANT OF NO INTEREST. County and PROVIDER covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 24. NO ASSIGNMENT. The PROVIDER shall not assign this agreement except in writing and with the prior written approval of the Board, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed upon reimbursement amount for the services of the PROVIDER. 25. NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the PROVIDER in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 26. ATTESTATIONS. PROVIDER agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement. 27. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. INDEMNITY ISSUES 28. INDEMNIFICATION AND HOLD HARMLESS. The PROVIDER covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other 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. 29. 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. Guidance Clime of the Middle Keys FY10.page 6 id• 30. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 31. LEGAL OBLIGATIONS AND RESPONSIBILITIES: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 32. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third- party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the PROVIDER agree that neither the County nor the PROVIDER or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. GENERAL 33. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and anyof the Agreement by signing any such counterpart. parties hereto may execute this be in writing and hand-deNOTed or mailed, postage pre-paid eby certifieddment ma mail, return thiser ereceiptshall equested, 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 Jamie Pipher, Executive Director Guidance Clinic of the Middle Keys, Inc. 3000 41 ct Street Marathon, Florida 33050 35. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PROVIDER agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Guidance Clinic of the Middle Keys FY10'page 41110 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. • 36. NON-WAIVER. Any waiver of any breach of covenants herein contained to be kept and performed by the PROVIDER shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Board from declaring a forfeiture for any succeeding breach, either of the same conditions or covenants or otherwise. 37. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PROVIDER agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 38. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the PROVIDER and the Board. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the day and year first written above. (SEAL) AT T EST; DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MO OE COUNTY, FLORIDA ti,By Deputy Clerk Mayor/Chairman ' r ,�,�n. GUIDANCE CLINIC OF THE MIDDLE KEYS, INC. hhh\ A✓Vr Witness (Fed eral ID No._, / Y_ 5 `�3��1 ) • Witness- u,. 1247/a44-- g �2aq Guidance Cbnic of the Middle Keys FY10.page 8 fro • ATTACHMENT A Expense Reimbursement Requirements This document is intended to provide basic guidelines to Human Service Organizations, county travelers, and contractual parties who have reimbursable expenses associated with Monroe County business. These guidelines, as they relate to travel, are from Florida Statute 112.061. A cover letter summarizing the major line items on the reimbursable expense request needs to also contain a notarized certified statement such as: "I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored In accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter-company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. 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 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, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Guidance Clinic of the Middle Keys FY10.page 9 V Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel reimbursement requests must be submitted and will be paid in accordance with Monroe County Code of Ordinances and State laws and regulations. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking 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 Clinic of the Middle Keys FY10:page 10 1 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 of to —_--- ) for the time period Check # Payee Reason Amount 101 Company A Rent 102 Company B Utilities $ X,XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX XXX XX (A) Total (B) Total prior payments X XXX xx $ X,XXX.XX (C) Total requested and paid (A + B) (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 by day 200_ who is personally knownwn to me. Notary Public Notary Stamp Guidance Clinic of the Middle Keys FY10;page 11 ATTACHMENT C Insert a list of the services that will be provided by your organization under this contract. Baker Act transportation services, non-Baker Act mental health services and substance abuse treatment, mental health services, including detoxification, long-term substance abuse treatment, and long-term psychiatric treatment services, crisis stabilization, community mental health and substance abuse services, Baker Act/Marchman Act transportation services, residential services and mental health and substance abuse services, such as screening and assessment, information and referral, outreach, prevention, intervention, counseling and therapy, psychiatric services, aftercare, supportive housing, and psychosocial rehabilitation, Community Transportation Coordinator related services and Keys to Recovery residential treatment services. Guidance Clinic of the Middle Keys FY10,page 12 • • ATTACHMENT D Attachment D, copy of subcontract for Baker Act Transportation services. Guidance Clinic of the Middle Keys FY10;page 13 fl GUIDANCE CLINIC OF THE MIDDLE KEYS, INC. 3000 41ST STREET, OCEAN MARATHON, FL 33050 (v) 305/434-9000/(f)305/434-9040 October 17, 2008 Evan Guttman Elanjess LLC P.O. Box500218 Marathon, FL 33050 RE: LETTER OF AGREEMENT Dear Mr. Gunman: The Guidance Clinic of the Middle Keys, Inc. (GCMK), hereby enters into an agreement with Elanjess LLC to provide coordination and transportation services for Baker AcUMarchman Act (BA/MA)clients throughout Monroe County to/from Miami-Dade County as well as other destinations as required. GCMK will supply Elanjess with two Ford Crown Victoria's vehicles, meeting Elanjess maintenance specifications; one to be stationed in Key West at an Elanjess location and the other in Marathon at GCMK headquarters. GCMK will pay for the fuel and maintenance of the two vehicles used for BA/MA transportation. Elanjess will coordinate the maintenance for the Crown Victoria located in Key West. Invoices for routine maintenance(labor and parts)on the Crown Victoria will be forwarded to GCMK's Transportation Director for payment. Elanjess will not charge an extra fee for coordinating the maintenance of the vehicle. Elanjess must obtain prior approval from the GCMK Transportation Director to initiate major vehicle repairs. GCMK will coordinate the maintenance for the Crown Victoria located in Marathon. GCMK will maintain insurance on both of the vehicles. Elanjess will also be named as an "additional insured'for these two cars. Elanjess will report and document accidents involving GCMK vehicles and incidents involving clients to the proper authorities and immediately thereafter contact GCMK. AR Elanjess drivers operating GCMK vehicles will hold a minimum of a Class E Florida Driver's execution of this agreement,License and be approved for GCMK insurance coverage by the Transportation Director. Upon of drivers includi g a copy of the driver's license and social security nuanjess will fax to GCMK's mbern mberfor each driver r- - fGCMK's Transportaion Director or designee a copy of the driver's lense, social or approval to operate GCMK vehicles. Prior to adding a driver, Elanjess will fax or email to IIII n umber and signed "Request for Check of Driving Record" form of the person. GCMKsecurity initiate procedures to add the driver to GCMK vehicle insurance. Elanjess cannot use the 1 C1DocumenIs and Settings1mo1Local Settings Temporary Internet F e1s10LKIIIM Agree at Children& mnt0809 5 docrl.DREN �a"AgIL1ES O froilia driver for BA/MA transports until it has received written notification that the driver has been added to the GCMK insurance coverage, Additionally, Elanjess will fax a identification and social security number for each escort to GCMK's Transportation designee. Elanjess cannot use the escort ��of picture notification that the escort has been a for BA/MAyG transports until it has received Director ttenr or approved by GCMK. GCMK will supply Elanjess with a cell phone. Elanjess will follow the transportation protocol and complete the documentation provided as Attachment 1-3 herein. The following fee structure is established for the period of the agreement: Maximum #Roundtri•s• Client Picku• Point Elanjess Key West Client Oro• off Point Pa aril Marathon Key West $115 Key West Marathon $115 Marathon Marathon $145 Marathon Key West 24Ke La .• $145 Ke Marathonan° Miami-Dade County $1453 -- 28 Miami-Dade Count $385 Key West _ Miami-Dade Coun8® GCMK Preauthorization Required for AR Trips Below *Approval for below fees will be granted only when the Marathon BA/MA vehicle is with another BA/MA tri• that would • etude another •icku• within a reasonable . time. Maximum Car engaged # Roundtri• Client Pickup 'erica of tlme. s Location Point Elanjess 2 Key West M CrmDro•-offPoint Pa marathon a North Key Largo 3 Key West Marathon a North ergo Mlamr-Dade CourtEfal Maximum - # Roundtd•s' Client Picku• Point Key Largo (Area)Client Dro•-oft Point Elanj ant 1 Avon Park Pa Marathon Avon Park $770 Ke West (Area) $770 Key Largo Avon Park Area 70 i Marathon Up-State(McClenny Area) $ Ke West Up-State(MCClennygrea) $1,200 $11,22 00 U.-State McClenn Area Timely payment for services rendered is ensured by200 procedures: adherence to the followinngg invoicing • Elanjess will submit two statements/invoices per month:one covering the trips made from the first through the fifteenth and one covering trips made from the sixteenth xteenth C:ID000ment9 and SatlingslmolLoc I Salll Pariall furded opm lie Florae De ailment of Chd&ren 3 Famtlies,Oisblal 11 porary Internet ileslOLK118A Agreemnt Oe g Li(5).doxanntN 6rA,NillFf V V • through the end of the month. Elanjess will send statements/Invoices to GCMK within 5 business days after the end of the billing period. • Elanjess will include required documentation with each statement/invoice. • Elanjess statements/Invoices for BA/MA trips will be submitted to the attention of GCMK Stabilization Unit Director. • GCMK Stabilization Director will review statement/invoice, mediate any discrepancies with Elanjesa, and forward approved invoice to GCMK Finance Department. • GCMK will mall payment to Elanjesa within 7 working days(Finance Department)upon receipt of statementAnvoice by the Stabilization Unit Director. The agreement can be cancelled by either party with 30 days written notice. GCMK and Elanjess enter into this agreement Including Attachments 1-3 by affixing signatures below: Jamie Pipher, MS Date Regional Vice ent/GCMK // 701 Evan G • man�� I -- 2/ q Date Elanjess LLC Attachments: 1. GCMK Transportation Protocol 2. GCMK Transportation Record and Payment Authorization Sheet 3. Statement 3 Partiallyfunded bythe Fonda Deperdnen1 of rhrdren 6 Families Ciotti II 6 FIiiiiAMr4U C:Documents and Seltings'molLocal SettingslTemporary Internet FileskOLK1',eA_Agreemnt 0e-09(5)dcc tio �BLIC ENTITY r•arM THi ry "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 of a public entity, may not submit a bid on a contract with a public entity for the construction or repair may not beawar ed or pe public rformwork, wok as a contractor,bids supplier, subcontractor, consultant under a contract with anypublic entity, excess of the threshold amount provided ty, in Section 287.017,d may not t for CATEGORYiness with a TWO for a period of 36 months from the date of beingY public entity in placed on the convicted vendor list." { Guidance Clinic of the Middle Keys FY10:page 19 4 V ________ _. SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE warrants that he/it has not employed, retained or otherwise had act on his/It behalf any former County officer or employee in violation of Section 2 oNo. f Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance this cont actt without. e abil ty and may also, iach or violation of this provision the County may, in its ln its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, terminate Ii consideration paid to the former County officer or employee. (signature) Date: % J p 0 STATE OF (- 11ov1ft COUNTY OF /C\sn feyL- PERSONALLY APPEARED BEFORE ME, the undersigned authority, 4. I" who, after first being sworn by me, affixed his/her signature (name of Individual signing) in the space provided above on this tAry awl 3G, 20G�. __,IL__) day of w.a4wt NOTA P CIC My commission expires: Aek*: MARIANNE K. 6ENVENUTI • OMB - MCP FORM #4 MY COMMISSION z DDenzss EXPIRES December 19, 2010 14e1)]98-0153 ,aallourv9ere.ce.:Om I Guidance Clinic of the Middle Keys FY10:page 15 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available In the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF \' J oY i CR .i, c) V\A\JJ Signature of eR spondent) COUNTY OF ,k,kovv I ce / , 3 0 j 01 Dat PERSONALLY APPEARED BEFORE ME, the undersigned authority, J�-'�"`� p` ,Ai� who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this //// day of/< ../�_-`/�-4 1;1 �'c�..v.-k v 3(J , 200i Notary Public /J MY commission expires: p" 5AR ANNE R r r NV6M171 ,� lrv� OMMisSi1 N ''r`�61+255 6 ,1PIRr5❑ p 79 FOtp Guidance Clinic of the Middle Keys FY10.page 16 �i 07)398n 3 www.sunbiz.org - DepartrnenluiState Page 1 of 2 I, Home Contact Us E-Filing Services Document Searches Fans Help Previous on List Nest on List Return To Llat Entity Name Search Events Name History Submit Detail by Entity Name Florida Non Profit Corporation GUIDANCE/CARE CENTER,INC. Filing Information Document Number 726520 FEIIEIN Number 591458324 Date Filed 05/28/1973 State FL Status ACTIVE Last Event MERGER NAME CHANGE Event Date Filed 10/13/2009 Event Effective Date NONE Principal Address 3000 41ST STREET OCEAN MARATHON FL 33050 Changed 07/01/1991 frfailingAddress 900 GRIER DRIVE LAS VEGAS NV 89119 Changed 06/15/2006 Registered Agent Name&Address BUSINESS FILINGS INCORPORATED 1203 GOVERNORS SQUARE BLVD. SUITE 101 TALLAHASSEE FL 32301-2960 US Name Changed:06/15/2006 Address Changed:06/15/2006 Officer/Director Detail Name 8.Address Title CD MAPES,LYNN -34514TH ST KEY COLONY BEACH FL 33051 Title TD RAMSEY,COL.RICK 5525 COLLEGE RD. KEY WEST FL 33040 Title D MEARNS,MARJORIE 400 70TH STREET,GULF MARATHON FL 33050 Title PD STEINBERG,RICHARD 900 GRIER DR http://sunbiz.org/scripts/cordet.exe?action=DETFIL&ina doc number=726520&ina came... 1/26/2010 www.sunbiz.org -Department State11110 Page 2 of 2 LAS VEGAS NV 89119 Title D WALSH,THOMAS 180 28TH AVE.N. SAINT PETERSBURG FL 33704 Title VC SCHRADER,KATHLEEN 203 APACHE STREET TAVERNIER FL 33070 Annual Reports Report Year Filed Date 2007 02/12/2007 2008 03/03/2008 2009 04/24/2009 Document Images 10/13/2009—Merger View image in PDF format 04/242009--ANNUAL REPORT View image in PDF format 03/03/2008—ANNUAL REPORT View image in PDF format 02/122007--ANNUAL REPORT View image in PDF format 06/15/2006—Req.Agent Change View image in PDF format 04/12/2005—ANNUAL REPORT View image in PDF format 03/20/2006—Amendment View image in PDF format 04//08/2005—ANNUAL REPORT View image in PDF format 03/22/2004--ANNUAL REPORT View image in PDF format 03/25/2003--ANNUAL REPORT Yew image in PDF format 02/20/2003--ANNUAL REPORT View image in PDF format 02/20/2002--ANNUAL REPORT View image in PDF format 01/30/2001—ANNUAL REPORT View image in PDF format 02/08/2000--ANNUAL REPORT View image in PDF format 02/24/1999--ANNUAL REPORT View image in PDF format 02/06/1998--ANNUAL REPORT View image in PDF format 03/04/1997—ANNUAL REPORT View image in PDF format 03/05/1996—ANNUAL REPORT View image in PDF format Note:This is not official record.See documents if question or conflict. Previous on List Next on List Return To Llst Entity Name Search Events Name History Submit I Home I Contact us I Document Searches I E-F?ma Services I Forms I Meld I coovnoht and Privacy Polices Copyright C 2007 State or Florida,Department of state, http://sunbiz.org/scripts/cordet.exe?action=DETFIL&incLdoc_number=726520&inq came... 1/26/2010 rJ COVER LETTER TO: Amendment Section Division of Corporations SUBJECT:The Guidance Clinic of the Middle Keys, Inc. (Name of Surviving Corporation) The enclosed Articles of Merger and fee are submitted for filing, Please return all correspondence concerning this matter to following: James Hanna, General Counsel (Contact Person) WestCare Foundation, Inc. (Firm/Company) 1 900 Grier Drive (Address) Las Vegas, NV 89119 (City/State and Zip Code) For further information concerning this matter,please call: James Hanna, General Counsel At( 702 ) 385-2090, extension 302 (Name of Contact Person) (Area Code&Daytime Telephone Number) igCertified copy(optional)$8.75 (Please send an additional copy of your document if a certified copy is requested) STREET ADDRESS: MAILING ADDRESS: Amendment Section Amendment Section • Division of Corporations Division of Coipurations Clifton Building P.O.Box 6327 2661 Executive Center Circle Tallahassee,Florida 32314 Tallahassee,Florida 32301 it vi • ARTICLES OF MERGER (Not for Profit Corporations) The following articles of merger are submitted in accordance with the Florida Not For Profit Corporation Act,pursuant to section 617.1105,Florida Statutes. First: The name and jurisdiction of the surviving corporation: Name Jurisdiction Document Number (If knowni applicable) The Guidance Clinic of the Middle Keys,Inc. Florida 726520 Second: The name and jurisdiction of each merging corporation: Name Jurisdiction Document Number (IfknowN applicable) The Care Center for Mental Health, Inc. Florida 770177 Third: The Plan of Merger is attached. Fourth: The merger shall become effective on the date the Articles of Merger are Sled with the Florida Department of State OR 10 / 15 / 09 (Enter a specific date. NOTE: An effective date cannot be prior to the date of filing or more than 90 days after merger the date). (Attach additional sheets"necessary) L+ V Fifth: ADOPTION OF MERGER BY SURVIVING CORPORATION (COMPLETE ONLY ONE SECTION) SECTION I The plan of merger was adopted by the members of the surviving corporation on July 1, 2008 The number of votes cast for the merger was sufficient for approval and the vote for the plan was as follows: 5 FOR 0 AGAINST SECTION II (CHECK IF APPLICABLE) ❑ The plan or merger was adopted by written consent of the members and executed in accordance with section 617.0701,Florida Statutes. SECTION III There are no members or members entitled to vote on the plan of merger. The plan of merger was adopted by the board of directors on July 1, 2008 . The number of directors in office was 8 . The vote for the plan was as follows: 5 FOR 0 AGAINST Sixth: ADOPTION OF MERGER BY MERGING CORPORATION(s2 (COMPLETE ONLY ONE SECTION) SECTION I The plan of merger was adopted by the members of the merging corporation(s)on June 11, 2008 . The number of votes cast for the merger was sufficient for approval and the vote for the plan was as follows: 6 FOR 0 AGAINST SECTION II (CHECK IF APPLICABLE) 0 The plan or merger was adopted by written consent of the members and executed in accordance with section 617.0701,Florida Statutes. SECtION iI There are no members or members entitled to vote on the plan of merger. The plan of merger was adopted by the board of directors on June 11, 2008 . The number of directors in office was 7 . The vote for the plan was as follows: 6 FOR 0 AGAINST i ► V Seventh: SIGNATURES FOR EACH CORPORATION Name of Corporation Sikoature of the chairman/ Typed or Printed Name of Individual&Title vice chairman of the board or an officer. The Guidance Clinic of the Middle Keys,Inc. Richard E. Steinberg, President The Care Center For Mental Health,Inc. Richard E. Steinberg, President • PLAN OF MERGER The following plan of merger is submitted in compliance with section 617.1101,Florida Statutes and in accordance with the laws of any other applicable jurisdiction of incorporation. The name and jurisdiction of the surviving corporation: Name Jurisdiction The Guidance Clinic of the Middle Keys, Inc. Florida The name and jurisdiction of each merxin2 corporation: Name Jurisdiction The Care Center for Mental Health, Inc. Florida The terms and conditions of the merger are as follows: See Attached Merger Agreement. • A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger is as follows: As part of the Plan of Merger adopted July 1,2008, an amendment shall be filed to change the name of the surviving entity to Guidance/Care Center, Inc., to be effective as of the date of the amendment. Other provisions relating to the merger are as follows: • Bylaws of The Guidance Clinic of the Middle Keys, Inc., were amended and restated July 1, 2008 as of the effective date of the merger as define in the Agreement of Merger. ARTICLES OF MERGER MERGING THE CARE a• FOR MENTAL HEALTH,INC. (A Florida Not For Profit Corporation) WITH AND INTO GUIDANCE CLINIC OF TEE MIDDLE KEYS,INC. (A Florida Not For Profit Corporation) The Following Articles of Merger are submitted in accordance with the Florida Not For Profit Corporation Act pursuant to section 617.1105,Florida Statutes. First: The name and jurisdiction of the surviving corporation �, 3 Name of Corporation State of Incorporation The Guidance Clinic of the Middle Keys,Inc. Florida Not For Profit Corporation Second: The name and jurisdiction of the merging corporation is: Name of Corporation State of Incorporation The Care Center for Mental Health,Inc. Floridallot For Profit Corporation Third: The Agreement and Plan of Merger is attached as Fxhibit A. The Agreement and Plan of Merger has been adopted by the Board of Directors of The Guidance Clinic of the Middle Keys,Inc.,and the Board of Directors of The Care Center for Mental Health,Inc. Fourth: The merger shall become effective on October 15,2009. Fifth: The Plan of Merger has been approved and adopted by the Board of Directors of the surviving corporation,Guidance Clinic of the Middle Keys,Inc. The members of the corporation are one and the same as the members of the Board of Directors,and the Plan of - - Merger was adopted by the Board of Directors of the merging corporation on July 01,2008. The number of directors in office was five. The vote for the plan was as follows: R' is 5 Votes FOR 0 Votes AGAINST. ;fr IN WITNESS WHEREOF,these Articles of Merger have been executed by The Guidance Clinic of the Middle Keys,Inc. on this 1st day of October,2009. THE GUIDE CLINIC OF THE MIDDLE KEYS,INC. By: Mr • L es,C 'r II • • is addaxes Clinic of the Mffldl Keys.In Page 2 4,20 V WESTCARE FOUNDATION, INC. To: FLORIDADEPARTMENTOFST Check Date: 10/7/2009 Check Number: 12804 Invoice Number ll: Date `Description NetAmount ARTICLES OF IV10/62 H009 FILING FEES FOR MERGER OF GCMK&CCM $78.75 Totals: $78.75 WESTCARE FOUNDATION,INC. Dank Une� P.O.BOX 94738 tea Vegas.NV N107 LAS VEGAS,NV 89193-4738 CHECK DATE CHECK NO. sa-innaz< 10/7/2009 12804 i !.. CHECK AMOUNT PAY *:•'Sev enty eight and 75/100 Dollars" $"78.75 TO 1 wm w a�e aex. THE � FLORIDA DEPARTMENT OE STATE // (,,{,' 2 a ORDER AMENDMENT SECTION L' OF DIVISION OF CORPORATIONS eisier°e\ P.O. BOX 6327 NoaumSIGNATURE 'w TALLAHASSEE, FL 32314 �, IP0L28O4n L:rL2 2 40 17 781: 750069a750 311'V I I . ; • » ' � ~. ~ . . a!� !0 . . . . . . . . . © Aq§ !11(1 y \ `P`` § f _ - z ;,; / } l\ \ y )|/ a ' • \ | , : - » - -°- ] ( / • , [ ,/ - - ; § \§ Whe / | a / . . \ iI }§R. 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