See attachment for measurable non-financial Sucess Outcomes.pdf

Fiscal Year Ending Amount

9/30/12 22,500.00$ 9/30/13 591,163.88$ 9/30/14 151,147.22$ 9/30/15 483,675.00$ 9/30/16 1,020,384.05$ 9/30/17 1,199,726.50$ 9/30/18 1,052,566.60$ 9/30/19 662,700.00$ 9/30/20 542,999.41$ 9/30/21 177,542.12$ 1/31/22 36,575.00$

Total 5,940,979.78$

State of Florida Revenue from DCF, All Regions and Agencies

SUBCONTRACT AGREEMENT

THIS SUBCONTACT AGREEMENT (the "Agreement") is made and entered into this 31 st day of December, 2012 by and between Advanced Systems Design, Inc, a Florida corporation with offices located at 2915 Kerry Forest Parkway, Suite 104, Tallahassee, Fl 32309 ("ASD") and Action for Child Protection, Inc., a North Carolina corporation with offices located at 2101 Sardis Road North #204, Charlotte, NC 28227 ("Action") (ASD and Action are the "Parties").

Statement of Purpose and Intent

A. The Florida Department of Children and Families (the "Department") and ASD intend to enter into that certain Florida Department of Children and Families Standard Contact No. LJ932 (CFDA No. 93-558) (the "Master Contract," a true and correct copy of which is attached as Attachment 1 and is incorporated herein by reference) to provide implementation services in support of the Department's Child Protection Transformation Project, as well as the other tasks, deliverables and services set forth in the Master Contract (the "Scope of Work");

B. ASD desires to retain, on the terms and conditions set forth below, the services of Action to provide some or all of the goods or services constituting the Scope of Work on the stated terms and conditions;

NOW, THEREFORE, in consideration of the mutual promises and undertakings of the Parties, which consideration is acknowledged as legally sufficient, and intending to be contractually bound, the Parties agree as follows:

Agreement

1. Recitals. The foregoing recitals are true and correct and are incorporated herein by reference.

2. Contract Documents. "Contract Documents" consist of (i) this Agreement, (ii) the Master Contract and any other documents enumerated therein, and (iii) subsequent modifications to this Agreement or the Master Contract, all of which are fully a part of the agreement of the Parties as if attached to this Agreement or repeated herein. The contract documents as thus defined represent the entire, integrated agreement of the Parties and supersede prior negotiations, representations or agreements, whether written or oral. In the event of any conflict, the terms of this Agreement will control.

3. Department Approval. As is generally set forth in the Master Contract's Section 7(c) the provisions of Attachment 1, pp. 17-18, the Department must approve the terms of this Agreement. Should the Department, for any reason or no reason, fail to approve this Agreement, it shall be void and of no further effect.

4. Mutual Duties and Responsibilities. ASD on the one hand, and Action on the other hand, shall be mutually bound by the terms of this Agreement, and ASD shall assume toward Action all obligations and responsibilities that the Department, under the Contract Documents, assumes toward ASD, and Action shall assume toward ASD all obligations and responsibilities that ASD, under the Contract Documents, assumes toward the Department. ASD shall have all rights, remedies and redress against Action that the Department, under the Contract Documents, has against ASD, and Action shall have the benefit of all rights, remedies and redress against ASD that ASD has against the Department, under the Contract Documents, insofar as applicable to this Agreement.

5. Additional Obligations of Action.

(A) Action agrees to provide the goods and services included within the Scope of Work and, more specifically, the deliverables or Service Units set forth in the Master Contract's Attachment 1, pp. 23 - 24 ("Deliverables") that are assigned to Action in the Work Orders attached hereto as Attachment 2 (the "Work Orders").

(B) Action shall supervise and direct all work Action is obligated to perform under this Agreement. Action shall give notices and comply with laws, ordinances, rules, regulations and orders of public authorities bearing on performance of any work under this Agreement. Action shall also comply with Federal, state and local tax laws, social security acts, unemployment compensation acts and workers' compensation acts insofar as applicable to the performance of this Agreement.

(C) Insurance. Action will procure and maintain the following insurance coverage:

1. Commercial General Liability Insurance

a. Limit: No less than $1 Million combined single limit for bodily injury and/or property damage per occurrence, $2 Million in the aggregate.

b. Extensions: Contractual Liability, Premises/Operations, Products/Completed Operations, Broad Form Property Damage.

c. ASD, its officers and employees shall be named as an additional insured. A Waiver of Subrogation shall be obtained from the General Liability insurance carrier in favor of ASD.

2. Automobile Liability Insurance

a. Limit: No less than $1 Million combined single limit for bodily injury and/or property damage per occurrence.

b. Extensions: Policy shall apply to all vehicles including owned, leased, hired and non-owned used in connection with the Scope of Work. ASD, its officers and employees shall be named as an additional insured.

3. Statutory Workers' Compensation and Employers' Liability (EL) b.

a.

Compensation insurance carrier in favor of ASD.

Waiver of Subrogation shall be obtained from the Workers'

Limit: No less than $1 Million (EL) per occurrence.

4. Professional Liability (Errors & Omissions)

a. Limit: No Less than $1 Million per claim

5. All-Risk Property

a. Limit: Value of Personal Property

b. Extensions: Replacement Cost, Valuable Papers Coverage

c. Action is responsible for insuring all of its own property and/or Property/equipment owned by ASD and/or the Department in its care, custody and control. When applicable, ASD and/or the Department are to be named as a Loss Payee (s) on Action's All- Risk Property insurance policy.

6. The insurance required by this clause shall not be canceled, materially changed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to ASD. Any deductibles or self-insured retentions are the responsibility of Action.

7. If any of the aforementioned insurance policies are written on a claims-made basis, Action warrants that continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning from the time the Scope of Word is completed.

8. Prior to the commencement of any work hereunder, and thereafter upon policy expiration, Action shall provide certificates of insurance to ASD evidencing the insurance required under this clause specifying additional insured status and waiver of subrogation where applicable.

9. The approval of the insurance by ASD shall not relieve or decrease the liability of the Action. It is understood that ASD does not in any way represent that the insurance or the limits of insurance specified herein are sufficient or adequate to protect Action's interest or liabilities.

(D) Warranties. Action warrants that it has all rights necessary to fulfill the requirements of this Subcontract, and that Action and its employees are fully qualified to perform hereunder. Additionally, Action warrants that all services performed hereunder shall be performed to the highest professional standards. Furthermore, Action warrants that: (i) all articles furnished hereunder shall be free from defects in workmanship and material, (ii) all articles, services, and other deliverables furnished hereunder shall comply with the requirements of any Deliverable and specifications contained in all accompanying documentation, regardless of any prior course of performance or dealing between ASD and Action, and (iii) where any Deliverable includes or requires design by Action, the design shall be free from defects. The foregoing warranties shall survive acceptance of and payment for the articles, services and all other aspects of the Scope of Work by ASD. In the event of Action's breach of any warranty, ASD shall be entitled to all remedies at law or in equity.

(E) THE WARRANTIES EXPRESSLY SET FORTH ABOVE ARE IN

ADDITION TO ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING

WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND

FITNESS FOR A PARTICULAR PURPOSE.

(F). The above warranties shall also inure to the benefit of the Department.

6. Additional Obligations of ASD.

(A) ASD agrees to provide any goods or services that are assigned to ASD in any of the Work Orders. Moreover, ASD shall promptly review and, if appropriate, approve any Deliverables that are Action's responsibility under this Agreement prior to their Delivery to the Department.

(B) ASD will pay Action the amounts set forth in the Work Orders. ASD shall remit payment within 7 days from the time such amounts are received from the Department.

ASD shall only be obligated to pay Action if and when ASD receives payment from the Department. Moreover, as required by the Master Contract's Section 7(c), nothing herein shall have the effect of assigning or transferring any right to receive payment under the Master Contract that is not conditioned on the full and faithful performance of ASD's duties under the Master Contract.

(C) ASD shall promptly make available to Action information, including information received from the Department, that affects this Agreement and that becomes available to ASD after the execution of this Agreement. ASD shall not give instructions or orders directly to Action's employees unless such persons are designated as authorized representatives of Action.

7. Confidential Information.

(A) During the term of this Agreement, the Parties may exchange proprietary and confidential information as is required for each to perform its obligations hereunder.

(B) Proprietary and confidential information is defined as, but not limited to, performance, sales, financial, contractual, and special marketing information, ideas, technical data and concepts originated by the disclosing party, not previously published or otherwise disclosed to the general public, not previously available to the receiving party or others without restriction, not normally furnished to others without compensation, which the disclosing party desires to protect against unrestricted disclosure or competitive use, and which is furnished pursuant to this Agreement and appropriately identified as being proprietary or confidential when furnished.

(C) All proprietary or confidential information exchanged will be in writing and clearly identified as proprietary or confidential. Each party is authorized to incorporate such proprietary or confidential information in the response contemplated by this Agreement.

(D) Proprietary or confidential information may be used only by the receiving party in connection with the performance of any duties and responsibilities expressly the subject of this Agreement. Neither party shall divulge or use, for any improper purpose, any proprietary or confidential information disclosed to it by the other party in connection with the performance of this Agreement.

(E) The standard of care for protecting such information, imposed on the party receiving such information, will be that degree of care the receiving party uses to prevent disclosure, publication or dissemination of its own proprietary or confidential information. Each party will require that all third parties to this Agreement, if any, receiving proprietary or confidential information, protect the same in accordance with the provisions contained herein.

Neither party shall be liable for the inadvertent or accidental disclosure of proprietary or confidential information if such disclosure occurs despite the exercise of the same degree of care as such party normally takes to preserve its own such data or information.

(F) The obligations of nondisclosure and nonuse of proprietary or confidential information imposed in the preceding paragraphs shall terminate two (2) years after termination of this Agreement.

(G) The obligations with respect to the protection and handling of proprietary or confidential information, as set forth in this Agreement, is not applicable to the following:

1. Information that becomes lawfully known or available to the receiving party from a source other than the disclosing party, including the government, and without breach of this Agreement by the recipient;

2. Information developed independently by the receiving party;

3. Information that becomes available to the receiving party by inspection or analysis of services or products available in the market;

4. Information that is within, or later falls within, the public domain without breach of this Agreement by the recipient;

5. Information publicly disclosed with the written approval of the other party;

6. Information required to be disclosed pursuant to a judicial or other lawful government order, but only to the extent of such order.

8. ASD Remedies.

(A) If Action defaults or neglects to carry out any work in accordance with this Agreement and fails within three working days after dispatch of written notice from ASD to commence and continue correction of such default or neglect with diligence and promptness, ASD may, without prejudice to any other remedy that ASD may have, make good such deficiencies and, without terminating this Agreement, may deduct the reasonable cost thereof from the payments then or thereafter due under this Agreement.

(B) If Action persistently or repeatedly fails or neglects to carry out the work in accordance with the Work Order and fails within three working days after dispatch of written notice from ASD to commence and continue correction of such default or neglect with diligence and promptness, ASD may, without prejudice to any other remedy that ASD may have, terminate this Agreement and complete Action's work by whatever method ASD may deem expedient.

9. Termination By The Department. Should the Department terminate the Master Contract for any reason including, but not limited to, for the convenience of the government or for lack of appropriated funds, ASD shall provide written notice of that action to Action who shall then immediately cease any further work under this Agreement.

10. Indemnification. To the fullest extent permitted by law, Action shall indemnify and hold harmless the Department, ASD and their respective agents, employees or representatives from and against claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from performance of Action's work under this Agreement, or anyone directly or indirectly employed by Action, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to any party or person indemnified in this paragraph.

11. Other Provisions.

(A) ASD on the one hand, and Action on the other hand, shall be deemed to be independent contractors, and the employees of one shall not be deemed to be the employees of the other. Furthermore, this Agreement is not intended by the Parties to constitute or create a joint venture, partnership, or formal business organization of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein. Neither party shall have authority to bind the other except to the extent authorized herein.

(B) Neither the Parties nor any of their respective officers or employees, shall act or be deemed to have acted as an officer, employee or agent of the State of Florida.

Moreover, neither the Parties nor any of their respective officers or employees shall represent to others that it is an agent of or has the authority to bind the Department by virtue of the Master

Contract or this Agreement.

(C) All notices, certificates, acknowledgments and other reports hereunder, shall be in writing and shall be deemed properly delivered when duly faxed, with return receipt, or mailed by certified mail to the other party at its address on the first page of the Agreement, or to such other address as either party may, by written notice, designate to the other.

(D) In no event does this Agreement limit or restrict the rights of the Parties from quoting, offering to sell or selling to others, any items or services not uniquely identified to the Master Contract.

(E) Neither party shall, during the term of this Agreement and for a period of one year after termination or expiration, without the advance written consent of the other, employ or solicit for employment any person(s) employed, or formerly employed, by the other.

(F) Nothing herein shall be construed as providing for the sharing of profits or losses arising out of the efforts of either or both of the Parties.

(G) This Agreement may not be assigned or otherwise transferred by either party in whole or in part without the express prior written consent of the other party, which consent will not unreasonably be withheld. The foregoing shall not apply in the event either party shall change its corporate name or merge with another entity.

(H) This Agreement shall not be amended or modified, nor shall any waiver or any right hereunder be effective unless set forth in a document executed by duly authorized representatives of both Parties. No amendment to this Agreement shall be effective unless approved by the Department in advance of execution. The waiver of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition, or any subsequent breach of the same; or any other term, covenant or condition herein contained.

(I) The content of this Agreement may be made known to appropriate government representatives by either party, if requested.

(J) If any part, term or provision of this Agreement shall be held void, illegal, unenforceable, or in conflict with any law of a federal, state or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected thereby.

(K) This Agreement shall be enforced and interpreted under the laws of the State of Florida without regard to principles of conflict of laws that may otherwise call for the application of the laws of any other jurisdiction.

(L) Any suit between the Parties related to this Agreement shall be brought exclusively in the state courts that sit in Leon County, Florida. The Parties agree to submit to the personal jurisdiction of said courts.

IN WITNESS THEREOF, the Parties hereto have executed this Agreement on the date herein above indicated.

Title: Vice President Title: eritA,Ay-e_ ;/'e-e/gi--

Date: 12/31/12 Date: 1//13

Contract No. LJ932

CFDA No. 93.558

Client ❑ Non-Client

FLORIDA DEPARTMENT OF CHILDREN AND FAMILIES STANDARD CONTRACT

THIS CONTRACT is entered into between the Florida Department of Children and Families, hereinafter referred to as the "Department" and Advance Systems Design, Inc hereinafter referred to as the "Provider". The Department and Provider agree as follows:

1. Purpose. The Department is engaging the Provider for the purpose of implementation services in support of the Child Protection Transformation project, as further described in Attachment I hereto. The Provider shall perform all tasks and provide units of deliverables, including reports, findings, and drafts, as specified in this contract. These deliverables must be received and accepted by the contract manager in writing prior to payment, subject to subsequent audit and review and to the satisfaction of the Department.

2. Effective and Ending Dates. This contract shall begin on December 6, 2012, or on the date on which the contract has been signed by the last party required to sign it, whichever is later. It shall end at midnight, Eastern time, on June 30, 2013.

3. Payment for Services. The Department shall pay for contracted services according to the terms and conditions of this contract of an amount not to exceed S695,465.00 or the rate schedule, subject to the availability of funds and satisfactory performance of all terms by the Provider. The State of Florida's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Legislature, Any costs or services paid for under any other contract or from any other source are not eligible for payment under this contract.

4. Contract Document. The Provider shall provide services in accordance with the terms and conditions specified in this contract including its attachments, 1,11 and III and any exhibits referenced in said attachments, together with any documents incorporated by reference, which contain all the terms and conditions agreed upon by the parties. The definitions found in the Standard Contract Definitions, located at http://www.dcf.state.flus/admin/contracts/docs/GlossaryofContractTerrns.pdf are incorporated into and made a part of this Contract. The PUR 1000 Form (10/06 version) is hereby incorporated into and made a part of this Contract. Sections 1.d., 2-4, 6, 8-13, 19, 22, 23, 27, 31, and 35 of the PUR 1000 Form are not applicable to this contract. In the event of any conflict between the PUR 1000 Form and any other terms or conditions of this contract, such other terms or conditions shall take precedence over the PUR 1000 Form.

5. Compliance with Statutes, Rules and Regulations. In performing its obligations under this Contract, the Provider shall without exception be aware of any compliance with State and Federal laws, rules and regulations relating to its performance under this Contract, including but not limited to those described in Section 34 of this Contract.

6. Inspections and Corrective Action. The Provider shall permit all persons who are duly authorized by the Department to inspect and copy any records, papers, documents, facilities, goods and services of the Provider which are relevant to this contract, and to interview any clients, employees and subcontractor employees of the Provider to assure the Department of the satisfactory performance of the terms and conditions of this contract. Following such review, the Department will deliver to the Provider a written report of its findings, and may direct the development, by the Provider, of a corrective action plan where appropriate. The Provider hereby agrees to timely correct all deficiencies identified in the corrective action plan. This provision will not limit the Department's termination rights under Section 30.

7. Independent Contractor, Subcontracting and Assignments.

a. In performing its obligations under this contract, the Provider shall at all times be acting in the capacity of an independent contractor and not as an officer, employee, or agent of the State of Florida, except where the Provider is a state agency. Neither the Provider nor any of its agents, employees, subcontractors or assignees shall represent to others that it is an agent of or has the authority to bind the Department by virtue of this Contract, unless specifically authorized in writing to do so. This contract does not create any right in any individual to state retirement, leave benefits or any other benefits of state employees as a result of performing the duties or obligations of this contract.

b. The Provider shall take such actions as may be necessary to ensure that it and each subcontractor of the Provider will be deemed to be an independent contractor and will not be considered or permitted to be an officer, employee, or agent of the State of Florida. The Department will not furnish services of support (e.g., office space, office supplies, telephone service, secretarial or clerical support) to the Provider, or its subcontractor or assignee, unless specifically agreed to by the Department in this contract. All deductions for social security, withholding taxes, income taxes, contributions to unemployment compensation funds and all necessary insurance for the Provider, the Provider's officers, employees, agents, subcontractors, or assignees shall be the sole responsibility of the Provider.

c. The Provider shall not assign the responsibility for this contract to another party without prior written approval of the Department, upon the Department's sole determination that such assignment will not adversely affect the public interest; however, in no event may the Provider assign or enter into any transaction having the effect of assigning or transferring any right to receive payment under this contract which right is not conditioned on full and faithful performance of the Provider's duties hereunder. Any sublicense, assignment, or transfer otherwise occurring without prior approval of the Department shall be null and void. The Provider shall not subcontract for any of the work contemplated under this contract without prior written approval of the Department, which shall not be unreasonably withheld.

d. The State of Florida shalt at all times be entitled to assign or transfer, in whole or part, its rights, duties, or obligations under this contract to another governmental agency in the State of Florida or to a provider of the Department's selection, upon giving prior written notice to the Provider. In the event the State of Florida approves transfer of the Provider's obligations, the Provider remains responsible for all work performed and all expenses incurred in connection with the contract. This contract shall remain binding upon the lawful successors in interest of the Provider and the Department.

e. To the extent permitted by Florida Law, and in compliance with Section 7.c., the Provider is responsible for all work performed and for all commodities produced pursuant to this contract whether actually furnished by the Provider or by its subcontractors. Any subcontracts shall be evidenced by a written document. The Provider further agrees that the Department shall not be liable to the subcontractor in any way or for any reason relating to this Contract.

f. The Provider shall include, in all subcontracts (at any tier) the substance of all clauses contained in this Standard Contract that mention or describe subcontract compliance.

g, To the extent that a subcontract provides for payment after Provider's receipt of payment from the Department, the Provider shall make payments to any subcontractor within 7 working days after receipt of full or partial payments from the Department in accordance with section 287.0585, F.S., unless otherwise stated in the contract between the Provider and subcontractor. Failure to pay within seven (7) working days will

CF Standard Contract 06/2012 1 Contract LJ932 result in a penalty that shall be charged against the Provider and paid by the Provider to the subcontractor in the amount of one-half of one percent

(005) of the amount due per day from the expiration of the period allowed for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15%) percent of the outstanding balance due.

8. Provider Liability and Indemnity. The Provider shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and the Department, and their officers, agents, and employees, from suits, actions, damages, claims and costs of every name and description, including attorneys' fees:

a. arising out of or by reason of the execution of this contract or arising from or relating to any alleged act or omission by the Provider, its agents, employees, partners, or subcontractors in relation to this agreement provided; however, that this indemnity shall not include that portion of any loss or damages proximately caused by the negligent act or omission of the Department. This indemnity specifically precludes compensation of the Provider for any obligations of any kind to any person, paid or unpaid, incurred as a result of a culpable act or omission of the Provider, its agents, employees or subcontractors.

b. arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right associated with a service or product of the Provider; provided, however, that the foregoing obligation shall not apply to Department's misuse or modification of Provider's products or a Department's operation or use of Provider's products in a manner not contemplated by the contract. If any product is the subject of an infringement suit or claim or in the Providers opinion is likely to become the subject of such a suit or claim, the Provider may at its sole expense procure for the Department the right to continue using the product or to modify it to become non-infringing. If the Provider is not reasonably able to modify or otherwise secure the Department the right to continue using the product, the Provider shall, without limiting the Department's remedies at law for breach or nonperformance, remove the product and provide a fully-licensed replacement to the Department's satisfaction. The Department shall not be liable for any royalties. The Provider's indemnification for violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right shall encompass all such items used or accessed by the Provider, its officers, agents or subcontractors in the performance of this contract or delivered to the Department for the use of the Department, its employees, agents or contractors.

c. arising from or relating to Provider's claim that a record contains trade secret information that is exempt from disclosure or the scope of the Provider's redaction of the record, as provided for under Section 26.c., including litigation initiated by the Department.

The Provider's inability to evaluate liability or its evaluation of liability shall not excuse its duty to defend and indemnify after receipt of notice. Only an adjudication or judgment after the highest appeal is exhausted finding the Department negligent shall excuse the Provider of performance under this provision, in which case the Department shall have no obligation to reimburse the Provider for the cost of its defense. If the Provider is an agency or subdivision of the State, its obligation to indemnify, defend and hold harmless the Department shall be to the extent permitted by section 768.28, F.S. or other applicable law, and without waiving the limits of sovereign immunity.

9. Insurance. The Provider shall maintain continuous adequate liability insurance coverage during the existence of this contract and any renewal(s) and extension(s) thereof. With the exception of a state agency or subdivision as defined by subsection 768.28(2), F.S., by execution of this contract, the Provider accepts full responsibility for identifying and determining the type(s) and extent of liability insurance necessary to provide reasonable financial protections for the Provider and the clients to be served under this contract. The limits of coverage under each policy maintained by the Provider do not limit the Provider's liability and obligations under this contract. Upon the execution of this contract, the Provider shall furnish the Department written verification supporting both the determination and existence of such insurance coverage. 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 this contract.

10. Notice of Legal Actions. The Provider shall notify the Department of legal actions taken against them or potential actions such as lawsuits, related to services provided through this contract or that may impact the Provider's ability to deliver the contractual services, or adversely impact the Department.

The Department's contract manager will be notified within 10 days of Provider becoming aware of such actions or from the day of the legal filing, whichever comes first.

11. Client Risk Prevention. If services to clients are to be provided under this contract, the Provider and any subcontractors shall, in accordance with the client risk prevention system, report those reportable situations listed in CFOP 215-6 in the manner prescribed in CFOP 215-6. The Provider shall immediately report any knowledge or reasonable suspicion of abuse, neglect, or exploitation of a child, 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 both the Provider and its employees.

12. Emergency Preparedness Plan. If the tasks to be performed pursuant to this contract include the physical care or supervision of clients, the Provider shall, within 30 days of the execution of this contract, submit to the contract manager an emergency preparedness plan which shall include provisions for records protection, alternative accommodations for clients in substitute care, supplies, and a recovery plan that will allow the Provider to continue functioning in compliance with the executed contract in the event of an actual emergency.

a. For the purpose of disaster planning, the term supervision includes the responsibility of the Department, or its contracted agents to ensure the safety, permanency and well-being of a child who is under the jurisdiction of a dependency court. Children may remain in their homes, be placed in a non-licensed relative/non-relative home, or be placed in a licensed foster care setting.

b. The Department agrees to respond in writing within 30 days of receipt of the plan accepting, rejecting, or requesting modifications. In the event of an emergency, the Department may exercise oversight authority over such Provider in order to assure implementation of agreed emergency relief provisions.

c. An updated emergency preparedness plan shall be submitted by the Provider no later than 12 months following the acceptance of an original plan or acceptance of an updated plan. The Department agrees to respond in writing within 30 days of receipt of the updated plan, accepting, rejecting, or requesting modification to the plan.

13. intellectual Property. It is agreed that all intellectual property, inventions, written or electronically created materials, including manuals, presentations ; films, or other copyrightable materials, arising in relation to Provider's performance under this contract, and the performance of all of its officers, agents and subcontractors in relation to this contract, are works for hire for the benefit of the Department, fully compensated for by the contract amount, and that neither the Provider nor any of its officers, agents nor subcontractors may claim any interest in any intellectual property rights accruing under or in connection with the performance of this contract. It is specifically agreed that the Department shall have exclusive rights to all data processing software falling within the terms of section 119.084, F.S., which arises or is developed in the course of or as a result of work or services performed under this contract, or in anyway connected herewith. Notwithstanding the foregoing provision, if the Provider is a university and a member of the State University System of Florida, then section 1004.23, F.S., shall apply.

CF Standard Contract 06/2012 2 Contract LJ932 a.

If the Provider uses or delivers to the Department for its use or the use of its employees, agents or contractors, any design, device, or materials covered by letters, patent, or copyright, it is mutually agreed and understood that, except as to those items specifically listed in the Special Provisions of Attachment I as having specific limitations, the compensation paid pursuant to this contract includes all royalties or costs arising from the use of such design, device, or materials in any way involved in the work contemplated by this contract. For purposes of this provision, the term "use" shall include use by the Provider during the term of this Contract and use by the Department its employees, agents or contractors during the term of this

Contract and perpetually thereafter.

b.

All applicable subcontracts shall include a provision that the Federal awarding agency reserves all patent rights with respect to any discovery or invention that arises or is developed in the course of or under the subcontract. Notwithstanding the foregoing provision, if the Provider or one of its subcontractors is a university and a member of the State University System of Florida, then section 1004.23, F.S., shall apply, but the Department shall retain a perpetual, fully-paid, nonexclusive license for its use and the use of its contractors of any resulting patented, copyrighted or trademarked work products.

14.

Real Property. Any state funds provided for the purchase of or improvements to real property are contingent upon the Provider granting to the state a security interest in the property at least to the amount of the state funds provided for at least five (5) years from the date of purchase or the completion of the improvements or as further required by law. As a condition of receipt of state funding for this purpose, the Provider agrees that, if it disposes of the property before the Department's interest is vacated, the Provider will refund the proportionate share of the state's initial investment, as adjusted by depreciation.

15.

Publicity. Without limitation, the Provider and its employees, agents, and representatives will not, without prior Departmental written consent in each instance, use in advertising, publicity or any other promotional endeavor any State mark, the name of the State's mark, the name of the State or any State affiliate or any officer or employee of the State, or represent, directly or indirectly, that any product or service provided by the Provider has been approved or endorsed by the State, or refer to the existence of this contract in press releases, advertising or materials distributed to the Provider's prospective customers.

16.

Sponsorship. As required by section 286.25, F.S., if the Provider is a non-governmental organization which sponsors a program financed wholly or in part by state funds, including any funds obtained through this contract, it shall, in publicizing, advertising, or describing the sponsorship of the program state: "Sponsored by (Providers name) and the State of Florida, Department of Children and Families". If the sponsorship reference is in written material, the words "State of Florida, Department of Children and Families" shall appear in at least the same size letters or type as the name of the organization.

17.

Employee Gifts. The Provider agrees that it will not offer to give or give any gift to any Department employee. As part of the consideration for this contract, the parties intend that this provision will survive the contract for a period of two years. In addition to any other remedies available to the Department, any violation of this provision will result in referral of the Provider's name and description of the violation of this term to the Department of Management Services for the potential inclusion of the Provider's name on the suspended vendors list for an appropriate period. The Provider will ensure that its subcontractors, if any, comply with these provisions.

18. Official Payee and Party Representatives

a. The Provider name, as shown on page 1 of this contract, and mailing address of the official payee to whom the payment shall be made is:

Name: Advance Systems Design, Inc Address: 2915 Kerry Forest Parkway, Suite 104

b. The name, address. telephone number and e-mail address of the contract manager for the Department for this contract is:

Name: Bette Strickland Address: 1317 Winewood Blvd Bldg 1, Suite 307-A City: Tallahassee State: FL Zip Code: 32399 Phone: (850) 717-4393 ext:

City: Tallahassee State:Fl Zip Code:32309 Phone: (850) 385-5129 ext: 102 e-mail: Bette_Strickland@dcf.state.fLus

d. The name, address, telephone number and e-mail of the representative of the Provider responsible for administration of the program under this contract is:

Name: Terry Williams

b. The name of the contact person and address, telephone, and e-mail address where financial and administrative records are maintained is:

Name: John Adams

City: Tallahassee State:FL Zip Code:32399 ext: 106 e-mail:Terry.Williams@asd-web.com

City: Tallahassee State:FL Zip Code:32309 ext: 102 e-mail: John.Adams@asd-web.com

Upon change of representatives (names, addresses, telephone numbers or e-mail addresses) by either party, notice shall be provided in writing to the other party and the notification attached to the originals of this contract.

19. Invoices. The Provider shall submit bills for fees or other compensation for services or expenses in sufficient detail for proper pre-audit and post-audit. Where itemized payment for travel expenses is permitted in this contract, the Provider shall submit bills for any travel expenses in accordance with section 112.061, F.S., or at such lower rates as may be provided in this Contract.

20. Final Invoice. The final invoice for payment shall be submitted to the Department no more than 15 days after the contract ends or is terminated. If the Provider fails to do so, all rights to payment are forfeited and the Department will not honor any requests submitted after the aforesaid time period.

Any payment due under the terms of this contract may be withheld until all reports due from the Provider and necessary adjustments thereto, have been approved by the Department.

21. Financial Consequences. If the Provider fails to meet the minimum level of service or performance identified in this contract, or that is customary for the industry, the Department will apply financial consequences commensurate with the deficiency. Financial consequences may include but are not limited to refusing payment, withholding payments until deficiency is cured, tendering only partial payments, applying liquidated damages to the extent that this contract so provides, imposition of penalties per Section 29, termination of contract per Section 30 and requisition of services from an alternate source.

CF Standard Contract 06/2012 3 Contract LJ932

Any payment made in reliance on the Provider's evidence of performance, which evidence is subsequently determined to be erroneous, will be immediately due as an overpayment in accordance with Section 22, to the extent of such error.

22. Overpayments. The Provider shall return to the Department any overpayments due to unearned funds or funds disallowed that were disbursed to the Provider by the Department and any interest attributable to such funds pursuant to the terms and conditions of this contract. In the event that the Provider or its independent auditor discovers that an overpayment has been made, the Provider 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, on behalf of the Department, will notify the Provider by letter of such findings. Should repayment not be made forthwith, the Provider will be charged interest at the lawful rate of interest on the outstanding balance after Department notification or Provider discovery. Payments made for services subsequently determined by the Department to not be in full compliance with contract requirements shall be deemed overpayments. The Department shall have the right to offset or deduct from any amount due under this Contract at any time any amount due to the Department from the Provider under any other contract or agreement.

23. Payment on Invoices. Pursuant to section 215.422, F.S., the Department has five (5) working days to inspect and approve goods and services, unless the bid specifications, purchase order, or this contract specify otherwise. With the exception of payments to health care providers for hospital, medical, or other health care services, if payment is not available within forty (40) days, measured from the latter of the date a properly completed invoice is received by the Department or the goods or services are received, inspected, and approved, a separate interest penalty set by the Chief Financial

Officer pursuant to section 55.03, F.S., will be due and payable in addition to the invoice amount. Payments to health care providers for hospital, medical, or other health care services, shall be made not more than thirty-five (35) days from the date eligibility for payment is determined. Financial penalties will be calculated at the daily interest rate of .03333%. Invoices returned to a Provider due to preparation errors will result in a non-interest bearing payment delay. Interest penalties less than one (1) dollar will not be paid unless the Provider requests payment. Payment shall be made only upon written acceptance by the Department and shall remain subject to subsequent audit or review to confirm contract compliance.

24. Vendor Ombudsman. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this office are found in section 215.422. F.S., which include disseminating information relative to prompt payment and assisting vendors in receiving their payments in a timely manner from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516.

25. Records, Retention, Audits, Inspections and Investigations.

a.

The Provider shall establish and maintain books, records and documents (including electronic storage media) sufficient to reflect all income and expenditures of funds provided by the Department under this contract b.

Retention of all client records, financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to this contract shall be maintained by the Provider during the term of this contract and retained for a period of six (6) years after completion of the contract or longer when required by law. In the event an audit is required under this contract, 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 this contract, at no additional cost to the Department.

c. Upon demand, at no additional cost to the Department, the Provider will facilitate the duplication and transfer of any records or documents during the required retention period in Section 25.b.

d.

These records shall be made available at all reasonable times for inspection, review, copying, or audit by Federal, State, or other personnel duly authorized by the Department.

e. At all reasonable times for as long as records are maintained, persons duly authorized by the Department and Federal auditors, pursuant to 45 CFR, section 92.36(1)(10), shall be allowed full access to and the right to examine any of the Provider's contracts and related records and documents, regardless of the form in which kept.

f. A financial and compliance audit shall be provided to the Department as specified in this contract and in Attachment II.

g. The Provider shall comply and cooperate immediately with any inspections, reviews, investigations, or audits deemed necessary by The Office of the Inspector General (section 20.055, F.S.).

h. No record may be withheld nor may the Provider attempt to limit the scope of any of the foregoing inspections, reviews, copying, transfers or audits based on any claim that any record is exempt from public inspection or is confidential, proprietary or trade secret in nature.

26. Public Records. The Provider shall allow public access to all documents, papers, letters, or other public records as defined in subsection 119.011(12), F.S. as prescribed by subsection 119.07(1) F.S., made or received by the Provider in conjunction with this contract except that public records which are made confidential by law must be protected from disclosure. It is expressly understood that the Provider's failure to comply with this provision shall constitute an immediate breath of contract for which the Department may unilaterally terminate the contract.

a. Unless exempted by law, all public records are subject to public inspection and copying under Florida's Public Records Law, Chapter 119, F.S.

Any claim by Provider of trade secret (proprietary) confidentiality for any information contained in Provider's documents (reports, deliverables or workpapers, etc., in paper or electronic form) submitted in connection with this contract will be waived, unless the claimed confidential information is submitted in accordance with Section 26.b.

b. The Provider must clearly label any portion of the documents, data, or records submitted that it considers exempt from public inspection or disclosure pursuant to Florida's Public Records Law as trade secret. The labeling will include a justification citing specific statutes and facts that authorize exemption of the information from public disclosure. If different exemptions are claimed to be applicable to different portions of the protected information, the Provider shall include information correlating the nature of the claims to the particular protected information.

c. The Department, when required to comply with a public records request including documents submitted by the Provider, may require the Provider to expeditiously submit redacted copies of documents marked as trade secret in accordance with Section 26.b.