CN-650000-EM014.pdf

July2014

STATE OF FLORIDA

DEPARTMENT OF ELDER AFFAIRS

MASTER CONTRACT FOR

FEDERAL AND STATE PROGRAMS

Contract No. EM014

THIS MASTER CONTRACT is entered into between the State of Florida, Department of Elder Affairs (Depatiment) and Area Agency on Aging of Pasco-Pinellas, Inc. (Contractor), and collectively referred to as the "Parties". The term Contractor for this purpose may designate a Vendor, Subgrantee or Subrecipient, the status to be further identified in ATTACHMENT II, Exhibit-! as necessary.

1. Purpose of Contract:

The purpose of this Master Contract is to establish the Department's standard terms and conditions for services provided in any contract or agreement incorporating this Master Contract by reference including all attachments, forms and exhibits, which constitute the contract document.

The Contractor agrees to provide the services specified in each contract or agreement incorporating this Master Contract during the period this contract is in effect.

The Contractor agrees that this Master Contract covers all services provided by the Contractor under contracts or agreements with the Department which incorporate this Master Contract by reference.

Department Mission Statement:

To foster an environment that promotes well-being for Florida's elders and enables them to remain in their homes and communities. The Department's vision is of all Floridians aging with dignity, purpose, and independence.

Area agencies, lead agencies and local service providers as partners and stakeholders in Florida's aging services network are expected to suppo11 the Department's mission, vision, and program priorities.

2. Incorporation of Documents within the Contract or Agreement:

All contracts or agreements including attachments, proposal(s), solicitation(s), state plan(s), grant agreements, relevant Department handbooks, manuals or desk books executed between the Contractor and the Department shall incorporate this Master Contract by reference and be subject to the conditions set forth in this Master Contract for the duration of the contract period(s). Any and all contracts or agreements executed between the Contractor and the Department during the effective period of this Master Contract wil l incorporate this Master Contract by reference and shall be governed in accordance with the applicable laws, statutes, and other conditions set for in this Master Contract.

Incorporation of Reference Memoranda:

In accordance with Chapter 287 F.S., and Department ofFinancial Services' Chief Financial Officer Memoranda, the following memoranda are hereby incorporated by reference:

(1) CFO Memo No. 02: Release date, October 3, 2012;

(2) CFO Memo No. 06: Release date, June 27, 2012;

(3) CFO Memo No. 01: Release date, July 26, 20 12; and

(4) CFO Memo No. 04: Release date, June 30,2006

3. Term of Master Contract:

This Master Contract will become binding at twelve (12:00) A.M., Eastern Standard Time on July 1, 2014 or on the date the Master Contract has been signed by the last Party required to sign it, whichever is later. It shall end at eleven fifty-nine (II :59) P.M., Eastern Standard T ime June 30,2017.

4. Compliance with Federal Law:

4.1 If any contract and agreement contains federal funds this section shall apply.

July 20 14 Contract No. EMO 14

4.1.1 The Contractor shall comply with the provisions of 45 CFR 74 and/or 45 CFR 92, and other applicable regulations.

4.1.2 If the contract and agreement contains federal funds and is over $100,000.00, the Contractor shall comply with all applicable standards, orders, or regulations issued under s. 306 of the Clean Air Act as amended (42 U.S.C. 7401, et seq.), s. 508 of the Federal Water Pollution Control Act as amended (33 U.S.C. 1251, et seq.), Executive Order 11738, as amended, and where applicable Environmental Protection Agency regulations 40 CFR 30. The Contractor shall report any violations of the above to the Department.

4.1.3 The Contractor, or agent acting for the Contractor, may not use any federal funds received in connection with any contract and agreement to influence legislation or appropriations pending before the Congress or any State Legislature. If any contract or agreement contains federal funding in excess of $100,000.00, the Contractor must, prior to contract execution, complete the Certification Regarding Lobbying form, ATTACHMENT I. All disclosure forms as required by the Certification Regarding Lobbying form must be completed and returned to the Contract Manager prior to payment under any contract or agreement.

4.1.4 In accordance with Appendix A to 2 CFR 2 15, the Contractor shall comply with Executive Order 11246, Equal Employment Opportunity, as amended by Executive Order 11375 and others, and as supplemented in Department of Labor regulation 41 CFR 60 and 45 CFR 92, if applicable.

4.1.5 A contract or agreement award with an amount expected to equal or exceed $25,000.00 and certain other contract or agreement awards will not be made to parties listed on the government-wide Excluded Pa1ties List System, in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 and 12689, "Debarment and Suspension." The Excluded Parties List System contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as pa1ties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

The Contractor shall comply with these provisions before doing business or entering into subcontracts receiving federal funds pursuant to any contract or agreement. The Contractor shall complete and sign ATTACHMENT IV prior to the execution of this Master Contract.

4.2 The Contractor shall not employ an unauthorized alien. The Department will consider the employment of unauthorized al iens a violation of the Immigration and Nationality Act (8 U.S.C. 1324a) and the Immigration Reform and Control Act of 1986 (8 U.S.C. 1101 ). Such violations will be cause for uni lateral cancellation of this Master Contract and any/all contracts or agreements by the Department.

4.3 If the Contractor is a non-profit provider and is subject to Internal Revenue Service (IRS) tax exempt organization rep01ting requirements (filing a Form 990 or Form 990-N) and has its tax exempt status revoked for failing to comply with the filing requirements of the Pension Protection Act of 2006 or for any other reason, the Contractor must notify the Department in writing within thirty (30) days of receiving the IRS notice of revocation.

4.4 The Contractor shall comply with Title 2 CFR Part 175 regarding Trafficking in Persons.

4.5 Unless exempt under 2 CFR Pa1t 170.110(b), the Contractor shall comply with the repmting requirements of the Transparency Act as expressed in 2 CFR 170.

4.6 To comply with Presidential Executive Order 12989 and State of Florida Executive Order Number 11 -116, the Contractor agrees to utilize the U.S. Department of Homeland Security's E-verify system to verify the employment of all new employees hired by Contractor during the contract or agreement term. The Contractor shall include in related subcontracts a requirement that Subcontractors performing work or providing services

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July 2014 Contract No. EM014 pursuant to the state contract utilize the E-verify system to verify employment of all new employees hired by the Subcontractor during any contract or agreement term. Contractors meeting the terms and conditions of the E-Verify System are deemed to be in compliance with this provision. The Contractor shall complete and sign ATTACHMENT J prior to the execution ofthis Master Contract.

5. Compliance with State Law:

5.1 This Master Contract and all contracts or agreements incorporating this Master Contract by reference is executed and entered into in the State of Florida, and shall be construed, performed and enforced in all respects in accordance with the Florida law, including Florida provisions for conflict of laws.

5.2 The Contractor shall comply with requirements ofs. 287.058, F.S. as amended.

5.2.1 The Contractor shall provide units of deliverables, including various client services, and in some instances may include repmts, findings, and drafts, as specified in this Master Contract and all contracts or agreement incorporating this Master Contract, which the Contract Manager must receive and accept in writing prior to payment in accordance with s. 215.971, F.S. (1) and (2).

5.2.2 The Contractor shall submit bills for fees or other compensation for services or expenses in sufficient detail for a proper pre-audit and post-audit.

5.2.3 If itemized payment for travel expenses is permitted in any contract or agreement incorporating this Master Agreement by reference, the Contractor shall submit bills for any travel expenses in accordance with s. 112.061 , F .S., or at such lower rates as may be provided in this Master Contract and any contract or agreement incorporating this Master Contract by reference.

5.2.4 The Contractor shall allow public access to all documents, papers, letters, or other public records as defined in subsection 119.011(12), F.S., made or received by the Contractor in conjunction with any contract or agreement incorporating this Master Contract, except for those records which are made confidential or exempt by law. The Contractor's refusal to comply with this provision will constitute an immed iate breach of contract or agreement for which the Department may unilaterally terminate the Master Contract and any contract or agreement incorporating the Master Contract.

5.3 If clients are to be transported under any contract or agreement incorporating this Master Contract by reference, the Contractor shall comply with the provisions of Chapter 427, F.S., and Rule Chapter 41 -2, F.

A. C.

5.4 Subcontractors who are on the discriminatory vendor list may not transact business with any public entity, in accordance with the provisions of s. 287.134, F.S.

5.5 The Contractor shall comply with the provisions of s. 11.062, F.S., and s. 216.347, F.S., which prohibit the expenditure of contract funds for the purpose of lobbying the legislature, judicial branch or a state agency.

5.6 In accordance with s. 287.135 F.S., any Contractor on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List (Lists), created pursuant to s. 215.4 73 F.S., is ineligible to enter into or renew a contract or agreement with the Department for goods or services of $1 million or more. Pursuant to s. 287.135 F.S., the Department may terminate this Master Contract and any contract or agreement incorporating this Master Contract by reference if the Contractor is found to have submitted a false certification of its status on the Lists or has been placed on the Lists. Further, the Contractor is subject to civi l penalties, attorney's fees and costs and any costs for investigations that led to the finding of false certification. If any contract or agreement incorporating this Master Contract contains $1 million or more, the Contractor shall complete and sign ATTACHMENT H, Certification Regarding Scrutinized Companies Lists, prior to the execution of this Master Contract.

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6. Background Screening:

6.1 The Contractor shall ensure that the requirements of s. 430 .0402 and Chapter 435, F.S., as amended, are met regarding background screening for all persons who meet the definition of a direct service provider and who are not exempt from the Department's level 2 background screening pursuant to s. 430.0402(2)-(3), F.S. The Contractor must also comply with any applicable rules promulgated by the Department and the Agency for Health Care Administration regarding implementation of s. 430.0402 and Chapter 435, F.S.

6.2 Further information concerning the procedures for background screening IS found at http:/ lei deraffai rs .state. fl. us/ doea/backgroundscreen in g. ph p.

6.3 Background Screening Affidavit of Compliance - To demonstrate compliance with section 6 of this Master Contract, the Contractor shall submit ATTACHMENT G, Background Screening Affidavit of Compliance annually, by January 15th.

7. Grievance and Complaint Procedures:

7.1 Grievance Procedures:

The Contractor shall comply with and ensure subcontractor compliance with the Minimum Guideline for Recipient Grievance Procedures, Appendix D, Department of Elder Affairs Programs and Services Handbook, to address complaints regarding the termination, suspension or reduction of services, as required for receipt of funds.

7.2 Complaint Procedures:

The Contractor shall develop and implement complaint procedures and ensure that Subcontractors develop and implement complaint procedures to process and resolve client dissatisfaction with services. Complaint procedures shall address the quality and timeliness of services, provider and direct service worker complaints, or any other advice related to complaints other than termination, suspension or reduction in services that require the grievance process as described in Appendix D, Department of Elder Affairs Programs and Services Handbook. The complaint procedures shall include notification to all clients of the complaint procedure and include tracking the date, nature of the complaint and the determination of the complaint.

8. Public Records and Retention:

8.1 If, under any contract or agreement incorporating this Master Contract by reference, the Contractor is providing services and is acting on behalf of the Department as provided under section 119.011(2), Florida Statutes, the Contractor, subject to the terms of section 287.058( 1 )(c), Florida Statutes, and any other applicable legal and equitable remedies, shall:

a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the services.

b) Provide the public with access to public records on the same terms and conditions that the Department would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, 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 the Department all public records in possession of the Contractor upon termination or expiration of any contract or agreement incorporating this Master Contract by reference and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Department in a format that is compatible with the information technology systems of the Depa1tment.

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July 2014

8.2

Contract No. EMO 14

The Department may unilaterally cancel this Master Contract, and any contract or agreement incorporating this Master Contract by reference, notwithstanding any other provisions of this Master Contract, for refusal by the Contractor to comply with Section 8 of this Master Contract by not allowing public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with the contract or agreement incorporating this Master Contract by reference, unless the records are exempt from Section 24(a) of Article I of the State Constitution and Section 119.07(1), Florida Statutes.

9. Audits, Inspections, Investigations:

9.1 The Contractor shall establish and maintain books, records and documents (including electronic storage media) sufficient to reflect all assets, obligations, unobligated balances, income, interest and expenditures of funds provided by the Department under any contract or agreement incorporating this Master Contract by reference. Contractor(s) shall adequately safeguard all such assets and assure they are used solely for the purposes authorized under any contract or agreement which incorporates this Master Contract by reference. Whenever appropriate, financial information should be related to performance and unit cost data.

9.2 The Contractor shall retain and maintain all client records, financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to any contract or agreement which incorporates this Master Contract by reference for a period of six (6) years after completion of the contract or agreement incorporating this Master Contract by reference or longer when required by law. In the event an audit is required for any contract or agreement incorporating this Master Contract by reference, records shall be retained for a minimum period of six (6) years after the audit report is issued or until resolution of any audit findings or litigation based on the terms of any contract or agreement incorporating this Master Contract by reference, at no additional cost to the Department.

9.3 Upon demand, at no additional cost to the Department, the Contractor sha11 facilitate the duplication and transfer of any records or documents during the required retention period.

9.4 The Contractor shall assure that the records described in this section will be subject at all reasonable times to inspection, review, copying, or audit by federal, state, or other personnel duly authorized by the Department.

9.5 At all reasonable times for as long as records are maintained, persons duly authorized by the Department and Federal Auditors, pursuant to 45 CFR 92.36(i)( I 0), will be allowed full access to and the right to examine any of the Contractor's contracts or agreements, related records and documents pertinent to any contract or agreement, regardless of the form in which it is kept.

9.6 The Contractor shall provide a financial and compliance audit to the Department as specified in this Master Contract and in ATTACHMENT II and ensure that all related third-party transactions are disclosed to the auditor.

9.7 The Contractor shall comply and cooperate immediately with any inspections, reviews, investigations, or audits deemed necessary by the office of the Inspector General pursuant to s. 20.055, F.S.

10. Nondiscrimination-Civil Rights Compliance:

10.1 The Contractor shall execute assurances in ATTACHMENT V that it will not discriminate against any person in the provision of services or benefits under any contract or agreement incorporating this Master Contract by reference or in employment because of age, race, religion, color, disability, national origin, marital status or sex in compliance with state and federal law and regulations . The Contractor further assures that all Contractors, Subcontractors, Subgrantees, or others with whom it arranges to provide services or benefits in connection with any of its programs and activities are not discriminating against

Page5of37 clients or employees because of age, race, religion, color, disability, national origin, marital status or sex.

The Contractor shall complete and sign ATTACHMENT V prior to the execution of the Master Contract.

10.2 During the term of any contract or agreement incorporating this Master Contract by reference, the Contractor shall complete and retain on file a timely, complete and accurate Civil Rights Compliance Checklist (ATTACHMENT B).

10.3 The Contractor shall establish procedures pursuant to federal law to handle complaints of discrimination involving services or benefits through any contract or agreement incorporating this Master Contract by reference. These procedures will include notifying clients, employees, and patiicipants of the right to file a complaint with the appropriate federal or state entity.

10.4 If any contract or agreement incorporating this Master Contract by reference, contains federal funds, these assurances are a condition of continued receipt of or benefit from federal financial assistance, and are binding upon the Contractor, its successors, transferees, and assignees for the period during which such assistance is provided. The Contractor further assures that all Subcontractors, Vendors, or others with whom it arranges to provide services or benefits to participants or employees in connection with any of its programs and activities are not discriminating against those participants or employees in violation of the above statutes, regulations, guidelines, and standards. In the event of failure to comply, the Contractor understands that the Department may, at its discretion, seek a court order requiring compliance with the terms of this assurance or seek other appropriate judicial or administrative relief, including but not limited to, termination of and denial of further assistance.

11. Monitoring by the Department:

The Contractor shall permit persons duly authorized by the Depatiment to inspect and copy any records, papers, documents, facilities, goods and services of the Contractor which are relevant to any contract or agreement which incorporate this Master Contract by reference, and to interview any clients, employees and Subcontractor employees of the Contractor to assure the Department of the satisfactory performance of the terms and conditions of any contract or agreement which incorporate this Master Contract by reference. Following such review, the Department will provide a written report of its findings to the Contractor, and where appropriate, the Contractor shall develop a Corrective Action Plan (CAP). The Contractor hereby agrees to correct all deficiencies identified in the CAP in a timely manner as determined by the Contract Manager.

12. Provision of Services:

The Contractor shall provide services in the manner to be described in subsequent contracts or agreements incorporating this Master Contract by reference.

13. Coordinated Monitoring with Other Agencies:

If the Contractor receives funding from one or more of the State of Florida other human service agencies, in addition to the Department of Elder Affairs, then a joint monitoring visit including such other agencies may be scheduled. For the purposes of any contract or agreement incorporating this Master Contract by reference, and pursuant to s. 287.0575 , F.S. as amended, Florida's human service agencies shall include the Department of Children and Families, the Department of Health, the Agency for Persons with Disabilities, the Department of Veterans Affairs, and the Department of Elder Affairs. Upon notification and the subsequent scheduling of such a visit by the designated agency's lead administrative coordinator, the Contractor shall comply and cooperate with all monitors, inspectors, or investigators.

14. Indemnification:

14.1 The Contractor shall indemnify, save, defend, and hold harmless the Department and its agents and employees from any and all claims, demands, actions, causes of action of whatever nature or character, arising out of or by reason of the execution of this Master Contract and any contract or agreement

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July 2014 Contract No. EMO 14 incorporating this Master Contract by reference, or performance of the services provided for herein. It is understood and agreed that the Contractor is not required to indemnify the Department for claims, demands, actions or causes of action arising solely out of the Depmiment's negligence.

14.2 Except to the extent permitted by s. 768.28, F.S., or other Florida law, this section 14 is not applicable to contracts or agreements executed between the Department and state agencies or subdivisions defined in s.

768.28(2), F.S.

15. Insurance and Bonding:

15.1 The Contractor shall provide continuous adequate liability insurance coverage during the existence of any contract or agreement incorporating this Master Contract by reference and any renewal(s) and extension(s) of it. By execution of this Master Contract and any contract or agreement incorporating the Master Contract by reference, unless it is a state agency or subdivision as defined by subsection 768.28(2), F.S., the Contractor accepts full responsibility for identifying and determining the type(s) and extent of liability insurance necessary to provide reasonable financial protections for the Contractor and the clients to be served under this any contract or agreement incorporating this Master Contract by reference. The limits of coverage under each policy maintained by the Contractor do not limit the Contractor's liability and obligations under this any contract or agreement incorporating this Master Contract by reference. The Contractor shall ensure that the Depmiment has the most current written verification of insurance coverage throughout the term of any contract or agreement incorporating this Master Contract by reference. Such coverage may be provided by a self-insurance program established and operating under the laws of the State of Florida. The Department reserves the right to require additional insurance as specified in any contract or agreement incorporating this Master Contract by reference.

15.2 Throughout the term of any contract or agreement incorporating this Master Contract by reference, the Contractor shall maintain an insurance bond from a responsible commercial insurance company covering all officers, directors, employees and agents of the Contractor authorized to handle funds received or disbursed under all contracts or agreements incorporating this Master Contract by reference in an amount commensurate with the funds handled, the degree of risk as determined by the insurance company and consistent with good business practices.

16. Confidentiality of Information:

The Contractor shall not use or disclose any information concerning a recipient of services under any contract or agreement for any purpose prohibited by state or federal law or regulations except with the written consent of a person legally authorized to give that consent or when authorized by law.

17. Health Insurance Portability and Accountability Act:

Where applicable, the Contractor shall comply with the Health Insurance Portabi lity and Accountability Act (42 USC 1320d.), as well as all regulations promulgated thereunder (45 CFR 160, 162, and 164).

18. Incident Reporting:

18.1 The Contractor shall notify the Department immediately but no later than forty-eight ( 48) hours from the

Contractor's awareness or discovery of conditions that may materially affect the Contractor or Subcontractor' s ability to perform the services required to be performed under any contract or agreement which incorporate this Master Contract by reference. Such notice shall be made orally to the Contract Manager (by telephone) with an email to immediately follow.

18.2 The Contractor shall immediately report knowledge or reasonable suspiciOn of abuse, neglect, or exploitation of a chi ld, aged person, or disabled adult to the Florida Abuse Hotline on the statewide toll free telephone number (1-800-96ABUSE). As required by Chapters 39 and 415, F.S., this provision is binding upon the Contractor, Subcontractors, and their employees.

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July2014 Contract No. EMO 14

19. New Contract(s) Reporting:

The Contractor shall notify the Department within ten (I 0) days of entering into a new contract or agreement wi th any of the remaining four (4) state human service agencies. The notification shall include the following information: (l) contracting state agency; (2) contract name and number; (3) contract or agreement start and end dates; (4) contract or agreement amount; (5) contract or agreement description and commodity or service; and (6) Contract Manager name and number. In complying with this provision, and pursuant to s. 287.0575, F.S. as amended, the Contractor shall complete and provide the information in ATTACHMENT D.

20. Bankruptcy Notification:

During the term of any contract or agreement incorporating this Master Contract by reference, the Contractor shall immediately notify the Department of Elder Affairs if the Contractor, its Assignees, Subcontractor's or Affiliates file a claim for bankruptcy. Within ten (1 0) days after notification, the Contractor must also provide the following information to the Department of Elder Affairs: (I) the date of filing of the bankruptcy petition; (2) the case number; (3) the court name and the division in which the petition was filed (e.g., Northern District of Florida, Tallahassee Division); and (4) the name, address, and telephone number ofthe bankruptcy attorney.

21. Sponsorship and Publicity:

21.1 As required by s. 286.25, F.S., if the Contractor is a non-governmental organization which sponsors a program financed wholly or in part by state funds, including any funds obtained through any contract or agreement incorporating this Master Contract by reference, it shall, in publicizing, advertising, or describing the sponsorship of the program, state: "Sponsored by (Contractor's name) and the State of Florida, Department of Elder Affairs." If the sponsorship reference is in written material, the words "State of Florida, Department of Elder Affairs" shall appear in at least the same size letters or type as the name ofthe organization.

21.2 The Contractor shall not use the words "The State of Florida, Department of Elder Affairs" to indicate sponsorship of a program otherwise financed, unless specific authorization has been obtained by the Department prior to use.

22. Assignments:

22.1 The Contractor shall not assign the rights and responsibilities under any contract or agreement incorporating this Master Contract by reference without the prior written approval of the Department, which shall not be unreasonably withheld. Any sublicense, assignment, or transfer otherwise occurring without prior written approval of the Department will constitute a material breach of the contract or agreement.

22.2 The State of Florida is at all times entitled to assign or transfer, in whole or pm1, its rights, duties, or obligations under any contract or agreement to another governmental agency in the State of Florida, upon giving prior written notice to the Contractor. In the event the State of Florida approves transfer of the Contractor's obl igations, the Contractor remains responsible for all work performed and all expenses incurred in connection with the contract or agreement.

22.3 All contracts or agreements incorporating this Master Contract by reference shall remain binding upon the successors in interest of either the Contractor or the Department.

23. Subcontracts:

23.1 The Contractor is responsible for all work performed and for all commodities produced pursuant to any contract or agreement incorporating this Master Contract by reference, whether actually furnished by the Contractor or its Subcontractors. Any subcontracts shall be evidenced by a written document and subject to any conditions of approval the Department deems necessary. The Contractor further agrees that the Department will not be liable to the Subcontractor in any way or for any reason. The Contractor, at its expense, shall defend the Department against any such claims.

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23.2 The Contractor shall promptly pay any Subcontractors upon receipt of payment from the Department or other state agency. Failure to make payments to any Subcontractor in accordance with s. 287.0585, F.S ., unless otherwise stated in the contract or agreement incorporating this Master Contract by reference between the Contractor and Subcontractor, will result in a penalty as provided by statute.

23.3 Service Cost Reports- The Contractor shall require Subcontractors to annually submit to the Contractor service cost reports, which reflect actual costs of providing each service by program. This report provides information for planning and negotiating unit rates.

24. Funding Obligations:

24.1 The Department acknowledges its obligation to pay the Contractor for the performance of the

Contractor's duties and responsibilities set forth in any contract or agreement incorporating this Master Contract by reference.

24.2 The Department shall not be liable to the Contractor for costs incurred or performance rendered unless such costs and performances are in accordance with the terms and conditions of any contract or agreement executed between the parties, which incorporates this Master Contract by reference, including but not limited to terms, governing the Contractor's promised performance and unit rates and/or reimbursement capitations specified.

24.3 The Department shall not be liable to the Contractor for any expenditures which are not allowable costs as defined in the C.F.R ., Title 45, Parts 74 and 92, as amended, or which expenditures have not been made in accordance with all applicable state and federal rules.

24.4 The Depat1ment shall not be liable to the Contractor for expenditures made in violation of regulations promulgated under the Older Americans Act, as amended, or in violation of applicable state and federal laws, rules, or provisions of any contract or agreement incorporating this Master Contract by reference.

25. Independent Capacity of Contractor:

It is the intent and understanding of the Parties that the Contractor, or any of its Subcontractors, are independent Contractor's and are not employees of the Department and shall not hold themselves out as employees or agents of the Department without specific authorization from the Department. It is the fut1her intent and understanding of the Parties that the Department does not control the employment practices of the Contractor and will not be liable for any wage and hour, employment discrimination, or other labor and employment claims against the Contractor or its Subcontractors. All deductions for social security, withholding taxes, income taxes, contributions to unemployment compensation funds and all necessary insurance for the Contractor are the sole responsibility of the Contractor.

26. Pavment:

26.1 Payments shall be made to the Contractor pursuant to s. 215.422, F.S., as services are rendered and invoiced by the Contractor. The Contract Manager will have final approval of the invoice for payment, and wi ll approve the invoice for payment only if the Contractor has met all terms and conditions of the contract or agreement incorporating this Master Contract by reference, unless the bid specifications, purchase order, or the contract or agreement specify otherwise. The approved invoice will be submitted to the Department's finance section for budgetary approval and processing. Disputes arising over invoicing and payments will be resolved in accordance with the provisions of s. 215.422 F.S . A Vendor Ombudsman has been established within the Department of Financial Services and may be contacted at 850-413-5665.

26.2 The Contractor agrees to submit bills for fees or other compensation for services or expenses in sufficient detail for a proper pre audit and post audit thereof. The contractor shall comply with the particular requirements under the following laws and guidelines that are applicable to the contracts or agreements

Page 9 of37 incorporating this Master Contract by reference: (a) paragraph (16) (b) of section 216.181, F.S., regarding advances; (b) Rule 691-40.103 F .A.C. pertaining to Restriction of Expenditures from state funds; and, (c) the Invoice Requirements of the Reference Guide for State Expenditures from the Department of Financial Services at:

(http://www.mytloridacfo.com/aadirlreference guide/Reference Guide For State Expenditures.pdD.

The Contractor will certify that detailed documentation is available to support each item on the itemized invoice or payment request for cost reimbursed expenses, fixed rate or deliverables contracts or agreements incorporating this Master Contract by reference, including paid Subcontractor invoices, and will be produced upon request by the Department. The Contractor will further certifY that reimbursement requests are only for allowable expenses as defined in the laws and guiding circulars cited in Sections 4 and 5 of this Master Contract, in the Reference Guide for State Expenditures, and any other laws or regulations, as applicable, and that administrative expenses do not exceed amounts budgeted in the Contractor's approved area plan as developed in accordance with and pursuant to section 306(a) of the Older Americans Act of 1965, as amended.

26.3 The Contractor and Subcontractors shall provide units of deliverables, including reports, findings, and drafts as specified in the contracts or agreements and attachments which incorporate this Master Contract by reference, and the area plans developed by the Contractor (pursuant to section 306(a) of the Older Americans Act), to be received and accepted by the Contract Manager prior to payment.

27. Return of Funds:

The Contractor shall return to the Department any overpayments due to unearned funds or funds disallowed and any interest attributable to such funds pursuant to the terms and conditions of any contract or agreement incorporating this Master Contract by reference that were disbursed to the Contractor by the Department. In the event that the Contractor or its independent auditor discovers that an overpayment has been made, the Contractor shall repay said overpayment immediately without prior notification from the Department. In the event that the Department first discovers an overpayment has been made, the Contract Manager will notify the Contractor in writing of such findings. Should repayment not be made forthwith, the Contractor shall be charged at the lawful rate of interest on the outstanding balance pursuant to s. 55.03, F.S., after Department notification or Contractor discovery.

28. Data Integrity and Safeguarding Information:

The Contractor shall ensure an appropriate level of data security for the information the Contractor is collecting or using in the performance of any contract or agreement incorporating this Master Contract by reference. An appropriate level of security includes approving and tracking all Contractor employees that request system or information access and ensuring that user access has been removed from all terminated employees. The Contractor, among other requirements, must anticipate and prepare for the loss of information processing capabilities. All data and software shall be routinely backed up to ensure recovery from losses or outages of the computer system. The security over the backed-up data is to be as stringent as the protection required of the primary systems. The Contractor shall ensure all Subcontractors maintain written procedures for computer system backup and recovery. The Contractor shall complete and sign ATTACHMENT III prior to the execution of the Master Contract.

29. Computer Use and Social Media Policy:

The Department of Elder Affairs has implemented a new Social Media Policy, in addition to its Computer Use Policy, which applies to all employees, contracted employees, consultants, OPS and volunteers, including all personnel affiliated with third pmt ies, such as, but not limited to, Area Agencies on Aging and vendors. Any entity that uses the Department's computer resource systems must comply with the Department's policy regarding social media. Social Media includes, but is not limited to blogs, podcasts, discussion forums, Wikis, RSS feeds, video sharing, social networks like MySpace, Facebook and Twitter, as well as content sharing networks such as flickr and YouTube. This policy is available on the Department' s website at:

http:/ /elderaffairs .state. f1. us/doealfi nancial. php

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30. Conflict of Interest:

The Contractor shal l establish safeguards to prohibit employees, board members, management and Subcontractors from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. No employee, officer or agent of the Contractor or Subcontractor shall participate in selection, or in the award of an agreement supported by state or federal funds if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when: (a) the employee, officer or agent; (b) any member of his/her immediate family; (c) his or her partner; or (d) an organization which employs, or is about to employ, any of the above, has a financial or other interest in the firm selected for award . The Contractor or Subcontractors officers, employees or agents will neither solicit nor accept gratuities, favors or anything of monetary value from Contractors, potential Contractors, or parties to subcontracts. The Contractors board members and management must disclose to the Department any relationship which may be, or may be perceived to be, a conflict of interest within thirty (30) calendar days of an individual's original appointment or placement in that position, or if the individual is serving as an incumbent, within thirty (30) calendar days of the commencement of any contract or agreement incorporating this Master Contract by reference. The Contractors employees and Subcontractors must make the same disclosures described above to the Contractors Board of Directors. Compliance with this provision will be monitored.

31. Public Entity Crime:

Pursuant to s. 287.133, F.S., a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract or agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract or agreement with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a Contractor, Supplier, Subcontractor, or Consultant under a contract or agreement with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.0 17(2), F.S., for Category Two for a period of 3 6 months following the date of being placed on the convicted vendor list.

32. Purchasing:

32.1 The Contractor may purchase a1ticles which are the subject of or are required to carry out any contract or agreement from Prison Rehabilitative Industries and Diversified Enterprises, Inc., (PRIDE) identified under Chapter 946, F .S., in the same manner and under the procedures set forth in subsections 946.515(2) and (4), F.S. For purposes of any contract or agreement incorporating this Master Contract by reference, the Contractor shall be deemed to be substituted for the Department insofar as dealings with PRIDE. This clause is not applicable to Subcontractors unless otherwise required by law. An abbreviated list of products/services available from PRIDE may be obtained by contacting PRIDE, 800-643-8459.

32.2 The Contractor may procure any recycled products or materials, which are the subject of or are required to carry any contract or agreement incorporating this Master Contract by reference, in accordance with the provisions ofs. 403.7065 , F.S.

32.3 The Contractor may purchase articles that are the subj ect of, or required to carry out, any contract or agreement from a nonprofit agency for the Blind or for the Severely Handicapped that is qualified pursuant to Chapter 413, F.S., in the same manner and under the same procedures set forth in s .

413 .036(1) and (2), F.S. For purposes of any contract or agreement incorporating this Master Contract by reference, the Contractor shall be deemed to be substituted for the Department insofar as dealings with such qualified nonprofit agency are concerned. Additional information about the designated nonprofit agency and the products it offers is available at http: //www.respectofflorida.org/. This clause is not applicable to Subcontractors unless otherwise required by law.

33. Patents, Copyrights, Royalties :

33.1 If any contract or agreement incorporating this Master Contract by reference is awarded state funding and if any discovery, invention or copyrightable material is developed, produced or for which ownership was purchased in the course of or as a result of work or services performed under any contract or agreement incorporating this Master Contract by reference, the Contractor shall refer the discovery, invention or material to the Department to be referred to the Department of State. Any and all patent rights or copyrights accruing under any contract or agreement incorporating this Master Contract by reference are hereby reserved to the State of Florida in accordance with Chapter 286, F.S. Pursuant to s. 287.0571 (5)

(k) 1 and 2 as amended, the only exceptions to this provision shall be those that are clearly expressed and reasonably valued in any contract or agreement incorporating this Master Contract by reference.

33.2 If the primary purpose of any contract or agreement incorporating this Master Contract by reference is the creation of intellectual property, the State of Florida shall retain an unencumbered right to use such property, notwithstanding any agreement made pursuant to this section 33.

33.3 If any contract or agreement incorporating this Master Contract by reference is awarded solely federal funding, the terms and conditions are governed by 2 CFR 215.36.

34. Emergency Preparedness and Continuity of Operations:

34.1 If the tasks to be performed pursuant to any contract or agreement incorporating this Master Contract by reference include the physical care and control of clients, or the administration and coordination of services necessary for client health, safety or welfare, the Contractor shall, within thirty (30) calendar days of the execution of any contract or agreement, submit to the Contract Manager verification of an emergency preparedness plan. In the event of an emergency, the Contractor shall notify the Department of emergency provisions.

34.2 In the event a situation results in a cessation of services by a Subcontractor, the Contractor shall retain responsibility for performance under any contract or agreement incorporating this Master Contract by reference and must follow procedures to ensure continuity of operations without interruption.

35. Equipment:

35.1 Equipment means: (a) an article of nonexpendable, tangible personal property having a useful life of more than one year and an acquis ition cost which equals or exceeds the lesser of the capitalization level established by the organization for the financial statement purposes, or $5,000.00 [for federal funds], or (b);

nonexpendable, tangible personal prope11y of a non-consumable nature with an acquisition cost of $1,000.00 or more per unit, and expected useful life of at least one year; and hardback bound books not circul ated to students or the general public, with a value or cost of $250.00 or more [for state funds].

35.2 Contractors and Subcontractors who are Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations shall have written property management standards in compliance with 2 CFR Part 215 Administrative Requirements (formerly OMB Circular A-1 10) that include: (a) a property list with all the elements identified in the circular; and, (b) a procedure for conducting a physical inventory of equipment at least once every two years. (c) a control system to insure adequate safeguards to prevent loss, damage, or theft of the equipment; and (d) maintenance procedures to keep the equipment in good condition. The prope11y records must be maintained on file and shall be provided to the Department upon request. The Contractor shall promptly investigate, fully document and notifY the Contract Manager of any loss, damage, or theft of equipment. The Contractor shall provide the results of the investigation to the Contract Manager.

35.3 The Contractor's prope11y management standards for equipment acquired with Federal funds and federally owned equipment shall include accurately maintained equipment records with the following information:

(1) A description of the equipment;

(2) Manufacturer's serial number, model number, federal stock number, national stock number, or other identification number;

(3) Source of the equipment, including the award number;

(4) Whether tit le vests in the Contractor or the federal government;

(5) Acquisition date (or date received, if the equipment was furnished by the federal government) and cost;

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(6) Information from which one can calculate the percentage of federal participation in the cost of the equipment (not applicable to equipment furnished by the federal government);

(7) Location and condition of the equipment and the date the information was reported;

(8) Unit acquisition cost; and

(9) Ultimate disposition data, including date of disposal and sales price or the method used to determine current fair market value where a Contractor compensates the federal awarding agency for its share.

35.4 Equipment purchased with federal funds with an acquisition cost over $5,000.00 and equipment purchased with state funds with an acquisition cost over $1,000.00 that is specifically identified in the area plan approved by the Department is pmi of the cost of carrying out the activities and functions of the grant awards and Title (ownership) will vest in the Contractor, subject to the conditions of 2 CFR Part 215 Administrative Requirements (formerly OMB Circular A-ll 0), Subpart C, paragraph 34. Equipment purchased under these thresholds is considered supplies and is not subject to propetiy standards. Equipment purchased with funds identified in the budget attachments to agreements covered by any contract or agreement incorporating this Master Contract by reference, or identified in the sub-agreements with Subcontractors (not included in a cost methodology), is subject to the conditions of section 273, F. S. and 60A-1.0017, F. A. C. or Title 45 CFR Pati 74.

35.5 The Contractor shall not dispose of any equipment or materials provided by the Department, or purchased with funds provided through any contract or agreement incorporating this Master Contract without first…