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 Care Center for Mental Health, Inc.,
hereafter ASSIGNOR,and Guidance/Care Center,Inc. hereafter ASSIGNEE.
WHEREAS, on September 16, 2009, the COUNTY and ASSIGNOR entered into a contract for the
provision of Offender Re-Entry Employment Readiness Program services;and
WHEREAS, the Guidance Clinic of the Middle Keys and the Care Center for Mental Health, Inc. have
merged; and
WHEREAS, said agreement will be amended to substitute the name of Care Center for Mental Health, Inc.
for that of Guidance Care Center, Inc.; and
WHEREAS,the assets and operations of the ASSIGNOR have now been transferred to the ASSIGNEE;
Now therefore, inconsideration of the mutual promises of the original agreement as amended herein, the
parties agree as follows:
1. The Assignor assigns to Assignee all the Assignor's rights,title and interest in the original agreement.
2. In consideration for such consent, the Assignee agrees to be bound by all the terms and conditions of
the original agreement, as amended above.
3. The remaining provisions of the agreement dated September 16, 2009, not inconsistent herewith,
remain in full force and effect.
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST: DANNY L. KOLHAGE,CLERK OF MONR�LORIDA
1 � � �'
By 0a/ -J-C • � -ni✓� By:
Deputy Clerk M or/Chairman
Witnesses: Care Center for Mental Health, Inc.(ASSIGNOR)
By: (,) �i1.-tJ` BY\ /Gr.-i*S C�9-°'l ro
I Signature o o
/fr7 ira p e
Tot m, Pril,tr CO
f� Printed Name W 0
0
By: c,„ [LCI l •
to_ 7Ir Date: I ( 27(f o m
:2i> 9
v 0 k
Witnesses: Guidance/Care Center, Inc.pASSIBNEtcr o
By: LCl rc--;.Si, ate.
Signature
Ile-/(iu "Te l< ap 1.4 ,-
Printed Name
By £zw•a W6 - 7 -ram Date: 112� (i a MO IN'RROVEOE OD UNTY AS TO M
(1Pt EY
(27(r� r ..0 LOwet1cirnod
CHRISTINE M. LIMBERT-BARROWS
ASSISTANT COUNTY ATTORNEY
Dale I(de,(In
RECOVERY ACT EDWARD BYRNE MEMORIAL JUSTICE ASSISTANCE GRANT
PROGRAM FUNDS AGREEMENT
THIS AGREEMENT is made and entered into this 16`h day of September 2ooa
by and between MONROE COUNTY, a political subdivision of the State of Florida,
whose address is 1100 Simonton Street, Key West, FL 33040, hereinafter referred to
as "COUNTY," and The Care Center for Mental Health, hereinafter referred to as
"AGENCY:
WITNESSETH
WHEREAS, the Florida Department of Law Enforcement has awarded a sub-
grant of Recovery Act Edward Byrne Memorial Justice Assistance to the COUNTY to
implement an Offender Re-Entry Employment Readiness Program to provide services
offenders held in local correctional facilities; and
WHEREAS, the County is in need of an implementing agency to provide said
services under this Program; and
WHEREAS, the AGENCY is the sole provider of this program; and
WHEREAS, the COUNTY has agreed to disburse the Recovery Act Edward
Byrne Memorial Assistance Grant funds to the AGENCY in accordance with the
COUNTY'S application for the Recovery Act Edward Byrne Memorial Assistance Grant.
NOW THEREFORE, in consideration of the mutual understandings and
agreements set forth herein, the COUNTY and the AGENCY agree as follows:
1. TERM - The term of this Agreement is from October 1, 2009 through
September 30, 2010, the date of the signature by the parties notwithstanding, unless
earlier terminated as provided herein.
2. SERVICES • The AGENCY will provide services as outlined in the
COUNTY'S Recovery Act Edward Byrne Memorial Justice Assistance Sub-grant Award,
attached and made a part hereof.
3. FUNDS - The total project budget to be expended by the AGENCY in
performance of the services set forth in Section 2 of this agreement shall be the total
sum of $44,900. All funds shall be distributed and expended in accordance with the
Project Budget Narrative submitted as outlined in the grant agreement.
4. INCORPORATION BY REFERENCE - The provisions of those certain
documents entitled "State of Florida Office of Criminal Justice Grants Florida
Department of Law Enforcement Sub-grant Award Certificate and Application" and all
laws, rules and regulations relating thereto are incorporated by reference, (Attachment
C).
5.
agency under)the COUNTY'S Recovery Actc dwardTByrneGMemorial Assistance Grant
Program, and shall be bound by all the provisions of the documents incorporated by
reference in Section 4 of this Agreement. Additionally, the AGENCY shall be bound by
all laws, rules, and regulations relating to the COUNTY'S performance under the Florida
Department of Law Enforcement Recovery Act Edward Byrne Memorial Assistance
Grant Program.
6. BILLING AND PAYMENT
(a) The AGENCY shall comply with the special program and expenditure
reporting requirements for Recovery Act funds. The AGENCY shall render to the
COUNTY a detailed quarterly program report not later than three calendar days after
the end of each calendar quarter. The AGENCY shall render to the COUNTY, at the
close of each calendar month, an itemized invoice properly dated, describing the
services rendered, the cost of the services, and all other information required by the
Program Director. The original invoice shall be sent to:
Grants Administrator
1100 Simonton Street
Key West, FL 33040
(b) Payment shall be made after review and approval by the COUNTY within
thirty (30) days of receipt of the correct and proper invoice submitted by the AGENCY.
7. TERMINATION - This Agreement may be terminated by either party at
any time, with or without cause, upon not less than thirty (30) days written notice
delivered to the other party. The COUNTY shall not be obligated to pay for any
services provided by the AGENCY after the AGENCY has received notice of
termination. In the event there are any unused Residential Substance Abuse
Treatment Funds, the AGENCY shall promptly refund those funds to the COUNTY or
otherwise use such funds as the COUNTY directs.
8. ACCESS TO FINANCIAL RECORDS - The AGENCY shall maintain
appropriate financial records which shall be open to the public at reasonable times and
under reasonable conditions for inspection and examination and which comply with the
Agreement incorporated in Section 4 of this Agreement.
9. AUDIT-The AGENCY shall submit to the COUNTY an audit report
covering the term of this Agreement, within one-hundred twenty (120) days following
the Agreement's lapse or early termination and shall also comply with all provisions of
the Agreement incorporated in Section 4 of this Agreement.
10. NOTICES - Whenever either party desires to give notice unto the other, it
must be given by written notice, sent by registered United States mail, with return
receipt requested, and sent to:
FOR COUNTY: FOR PROVIDER:
Grants Administrator Jamie Pipher
1100 Simonton Street Guidance Clinic/Care Center
Key West, FL 33040 1205 Fourth Street
Key West, FL 33040
1issa
Either of the parties may change, by written notice as provided above, the addresses or
persons for receipt of notices.
11. UNAVAILABILITY OF FUNDS - If the COUNTY shall learn that funding
from the Florida Department of Law Enforcement cannot be obtained or cannot be
continued at a level sufficient to allow for the services specified herein, this Agreement
may then be terminated immediately, at the option of the COUNTY, by written notice of
termination delivered in person or by mail to the AGENCY at its address specified
above. The COUNTY shall not be obligated to pay for any services provided by the
AGENCY after the AGENCY has received notice of termination.
12. COMPLIANCE WITH LAWS AND REGULATIONS - In providing all
services pursuant to this Agreement, the AGENCY shall abide by all statutes,
ordinances, rules, and regulations pertaining to, or regulating the provision of, such
services, including those now in effect and hereafter adopted, and particularly Article 1,
Section 3 of the Constitution of the State of Florida and Article 1 of the United States
Constitution, which provide that no revenue of the state or any political subdivision shall
be utilized, directly or indirectly, in aid of any church, sect or religious denomination or
in aid of any sectarian institution. Any violation of said statutes, ordinances, rules, or
regulations shall constitute a material breach of this Agreement immediately upon
delivery of written notice of termination to the AGENCY. If the AGENCY receives notice
of material breach, it will have thirty days in order to cure the material breach of the
contract. If, after thirty(30)days, the breach has not been cured, the contract will
automatically be terminated.
13. ASSIGNMENTS AND SUBCONTRACTING - Neither party to this
Agreement shall assign this Agreement or any interest under this Agreement, or
subcontract any of its obligations under this Agreement, without the written consent of
the other.
14. EMPLOYEE STATUS —The AGENCY is an independent contractor.
Persons employed by the AGENCY in the performance of services and functions
pursuant to this Agreement shall have no claim to pension, worker's compensation,
unemployment compensation, civil service or other employee rights or privileges
granted to the COUNTY'S officers and employees either by operation of law or by the
COUNTY.
15. INDEMNIFICATION - The AGENCY agrees to hold harmless, indemnify,
and defend the COUNTY, its commissioners, officers, employees, and agents against
any and_all claims, losses, damages, or lawsuits for damages, arising from, allegedly
arising from, or related to the provision of services hereunder by the AGENCY.
16. ENTIRE AGREEMENT
(a) It is understood and agreed that the entire Agreement of the parties is
contained herein and that this Agreement supersedes all oral agreements and
negotiations between the parties relating to the subject matter hereof as well as any
previous agreements presently in effect between the parties relating to the subject
matter hereof.
V II
(b) Any alterations, amendments, deletions, or waivers of the provisions of
this Agreement shall be valid only when expressed in writing and duly signed by the
parties.
IN WITNESS WHEREOF, the parties to this Agreement have caused their
names to be affixed hereto by the proper officers thereof for the purposes herein
expressed at Monroe County, Florida, on the day and year first written above.
(SEAL)
BOARD OF COUNTY
ATTEST: DANNY L. KOLHAGE, Clerk COMMISSIONERS
OF ONROE COUNTY, FLORI
By: � A , /C. Cut,atvniGa) B [• OY1 ____ ___
Deputy Clerk Mayor/Chairman
Guidance Clinic/Care Center
Witnes Title: ,� r)
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM:
)l r� _ / r4
CHRISTINE U. LIME f-eARROWS
ASSISTA OUN re ATTORNEY
Date
- - - MONROE COUNTY ATTORNEY
AfrPPROLVpF�D.AS'T'O FORM:
ctrr iihkLERT-BARRcJ $
CHRISTINE M. LIMEERT-SARRO'WS
.ASSISTNyr/C�3��it ATTORNEY
Date �'f OOtt
141
ATTACHMENT A
EXPENSE REIMBURSEMENT REQUIREMENTS
This document is intended to provide basic guidelines to Human Service Organizations,
county travelers, and contractual parties who have reimbursable expenses associated with
Monroe County business. These guidelines, as they relate to travel, are from Florida Statute
112.061.
A cover letter summarizing the major line items on the reimbursable expense request needs
to also contain a notarized certified statement such as:
"I certify that the attached expenses are accurate and in agreement with the records
of this organization. Furthermore, these expenses are in compliance with this organization's
contract with the Monroe County Board of County Commissioners."
Invoices should be billed to the contracting agency. Third party payments will not be
considered for reimbursement. Remember, the expense should be paid prior to requesting a
reimbursement.
Only current charges will be considered, no previous balances.
Reimbursement requests will be monitored in accordance with the level of detail in the
contract. This document should not be considered all-inclusive. The Clerk's Finance
Department reserves the right to review reimbursement requests on an individual basis.
Any questions regarding these guidelines should be directed to 305-292-3534.
Data Processing, PC Time, etc.
The vendor invoice is required for reimbursement. Inter-company allocations are not
considered reimbursable expenditures unless appropriate payroll journals for the charging
department are attached and certified.
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: 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, L , 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.
III
Telefax, Fax, etc.
A fax log is required. The log must define the sender, the intended recipient, the date, the
number called, and the reason for sending the fax.
Telephone Expenses
A user log of pertinent information must be remitted including: the party called, the caller,
the telephone number, the date, and the purpose of the call.
Travel Expenses
Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of
Travel Expenses. Travel must be submitted in accordance with Florida Statute 112.061.
Credit card statements are not acceptable documentation for reimbursement. If attending a
conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the
original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to
facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel
purchases should be documented with paid receipts. Taxis are not reimbursed if taken to
arrive at a departure point: for example, taking a taxi from one's residence to the airport for
a business trip is not reimbursable. Parking is considered a reimbursable travel expense at
the destination. Airport parking during a business trip is not.
A detailed list of charges is required on the lodging invoice. Balance due must be zero.
Room must be registered and paid for by traveler. The County will only reimburse the
actual room and related bed tax. Room service, movies, and personal telephone calls are
not allowable expenses.
Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM,
MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines
state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and
end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner
reimbursement.
Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER
DIEM, MEALS, AND MILEAGE 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.
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.
S
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 (Organizati_ o�name) for the time
period of to
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 S 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 note
that the expenses are accurate and in agreement with the records of this
organization. Furthermore, these expenses are in compliance with this
organization's contract with the Monroe County Board of County Commissioners and
will not be submitted for reimbursement to any other funding source.
Executive Director
Attachments (supporting documentation)
Sworn to and subscribed before me this day of
by who is personally known to me. ZO_
Notary Public
Notary Stamp
y
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit
a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real property
to public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public entity,
and may not transact business with any public entity in excess of the
threshold amount provided in Section 287.017, for CATEGORY TWO for a
period of 36 months from the date of being placed on the convicted vendor
list."
SWORN STATEMENT FINDER iplmN P
MONRO rn
HICS CLAUSE
warrants that he/it has not employed, retained
or therwise had act on his/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County
may, in its discretion, terminate this contract without liability and may also, in its discretion,
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or employee.
(signature)
Date:
STATE OF ' IbY, GCS
COUNTY OF `ah ffl(
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
who, after first being sworn by me, affixed his/her
signature (name of Individual signing) in the space provided above on this 3o ry
e, ry heir
day of
UF, , ZOO.
NOTARY PUBLIC t,
My commission expires:
;; MARiANNE K BENVENUTI
OMB - MCP FORM #q MY COMMJSSION#DD817235
Ai EXPIRES December 29,2010
isimde9oisa rmm.No,o,yso,,,a„
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Florida Non Profit Corporation
GUIDANCE/CARE CENTER,INC.
Filing Information
Document Number 726520
FEI/EIN 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
Mailing Address
900 GRIER DRIVE
LAS VEGAS NV 89119
Changed 06/15/2006
Registered Agent Name&Address
BUSINESS FILINGS INCORPORATED
1203 GOVERNORS SQUARE BLVD.
SUITE 101
TALLAHASSEE FL 32301-2960 US
Name Changed:06/15/2006
Address Changed:06/15/2006
Officer/Director Detail
Name&Address
Title CD
MAPES,LYNN
345141H SI
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
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LAS VEGAS NV 89119
Title D
WALSH,THOMAS
180 28TH AVE.N.
SAINT PETERSBURG FL 33704
The 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
04/24/2009—ANNUAL REPORT View image in PDF format
03/03/2008--ANNUAL REPORT View image in PDF format
02/12/2007--ANNUAL REPORT View image in PDF format
06/15/2006—Req.Anent Change View image in PDF format
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03/20/2006--Amendment View image in PDF format
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COVER LETTER
TO: Amendment Section
Division of Corporations
5uBjEcr;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.
(Fnm/Cnmpany)
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&Da tone Y� Telephone Number)
igCertified copy(optional)$8.75(Please send au additional copy of your document if a certified copy Is requested)
STREET ADDRESS: MAILING ADDRESS:
Amendment Section Amendment Section
Division of Corporations Division of Corporations
Clifton Building P.O.Box 6327
2661 Executive Center Circle Tallahassee,Florida 32314
Tallahassee,Florida 32301
v
ARTICLES OF MERGER
(Not fox-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 known/applicable)
The Guidance Clinic of the Middle Keys,Inc. Florida 726520
Second: The name and jurisdiction of each merging corporation:
Name Jurisdiction Document Number
(If known/applicable)
The Care Center for Mental Health,Inc. Florida 770177
Third: The Plan of Merger is attached.
Fourth: The merger shall become effective on the date the Articles of Merger are filed with the Florida
Department of State
OR 10 / 15 / 09 (Enter a specific date. NOTE: An effective date cannot be prior to the date of fling or more than
90 days after merger file date).
(Attach additional sheets if necessary)
it
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(s)
(COMPLETE ONLY ONE SECTION)
SECTION I
The plan of merger was adopted by the members of the merging corporation(s)on
June 11, 2008 . The number of votes cast fix the merger was sufficient for approval and the vote
for the plan was as follows: 6 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 June 11,2008 . The number of directors in
office was 7 . The vote for the plan was as follows: 6 FOR 0
AGAINST
V 1i
Seventh: SIGNATURES FOR EACH CORPORATION
Name of Corporation Simanue 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. �7 _/ Richard E. Steinberg, President
The Care Center For Mental Health,Inc. ' e 7 Richard E. Steinberg, President
ID
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 meting 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.
ti `
ARTICLES OF MERGER
MERGING
THE CARE CENTER FOR MENTAL HEALTH,INC.(A Florida Not For Profit Corporation)
WITH AND INTO
GUIDANCE CLINIC OF THE MIDDLE KEYS,INC.
(A Florida Not For Profit Corporation)
The Following Articles of Merger are submitted in accordance with the Florida Not
For Profit Corporation Act pursuant to section 617.1105,Florida Statutes.
i;
First: The name and jurisdiction of the surviving corporation y
IQ
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. Florida Not For Profit Corporation
Third: The Agreement and Plan of Merger is attached as Exhibit A. The Agreement and
Plan of Merger has been adopted by the Board of Directors of The Guidance Clinic 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. j>
Fifth: The Plan of Merger has been approved and adopted by the Board of Directors of the .�.-
surviving corporation,Guidance Clinic of the MiddleKeys,lac. The members of the R
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:
5 Votes FOR 0 Votes AGAINST.
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 GUID E CLINIC OF THE MIDDLE KEYS,INC.
By:
Lr
7 I
"
Guidance Clink of/he Middle Key*,,Inc Page 2
WESTCARE FOUNDATION, INC. To: FLORIDA DEPARTMENT OF ST Check Date: 10/7/2009
Check Number: 12804
Invoice Number Date - Description Net Amount
ARTICLES OF M 10/6/2009 FILAIG FEES FOR MERGER OF GCMK&CCMH $78.75
Totals: $78.75
WESTCARE FOUNDATION,INC. Bank of Nevada
m N.Rainbow
P.O.vBOX EeAS.94738 Le°°°"NVB810' CHECK DATE CHECK NO.
LAS VEGAS,NV 89193-4138
9-vvna4 10/72009 12804 v '
CHECK AMOUNT as
frt
PAY **Seventy eight and 75/100 Dollars** $**78.75
ve
TO 7 nvro,ae .EWWwo 4
5.
----, t
THE
FLORIDA DEPARTMENT OF STATE (/ C,L a
ORDER AMENDMENT SECTION C� ,p
OF DIVISION OF CORPORATIONS t
P.O. BOX6327 Oa2ED SIGNATURE v�
TALLAHASSEE, FL 32314 "e`e '
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