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12/20/2006 Contract DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: December 27, 2006 TO: Dotti Albury, Administrative Assistant Monroe County In-Home Services Program Pamela G. Han~ Deputy Clerk 0 FROM: At the December 20,2006, Board of County Commissioner's meeting the Board granted approval and authorized execution of the following: I Master Agreement No. PE-729 for the period of January 1, 2007 through December 31, 2007, between the Alliance for Aging, Inc. (Area Agency on Aging for Miami-Dade and Monroe Counties) and the Momoe County Board of County CommissionerslMomoe County Social Services (In-Home Services ProgramlNutrition Program). Amendment No. 002 to the Community Care for the Elderly (CCE) Contract KC-671 between the Alliance for Aging, Inc. (Area Agency on Aging for Miami-Dade and Momoe Counties) and the Momoe County Board of County Commissioners (Social Services/In-Home Services Program). OAA Agreement AA-729 (1/1/07 - 12/31/07) for Titles III-B, C-I, C-II and III-E between the Alliance for Aging, Inc. (Area Agency on Aging for Miami-Dade and Momoe Counties) and the Momoe County Board of County CommissionerslMonroe County Social Services. Enclosed are four duplicate originals of the above-mentioned, executed on behalf of Monroe County, for your handling. Please be sure to return the fully executed "Monroe County Clerk's Office Original" and the "Monroe County Finance Department's Original" as soon as possible. Should you have any questions please do not hesitate to contact this office. cc: County Attorney Finance wlo documents File 01/2007 )MI~~_~IlOA'i1bl~ Agreement PE-729 ALLIANCE FOR AGING INC. MASTER AGREEMENT THIS MASTER AGREEMENT is entered into between the Alliance for Aging Inc., hereinafter referred to as the "Allian<:e," and the Monroe County Board of Commissioners, hereinafter referred to as the "recipient." All agreements executed between the recipient and the Alliance shall be subject to the conditions set forth in this agreement for the duration of the agreement period(s). Any and all agreements executed between the recipient and the Alliance during the effective period of this agreement will incorporate this agreement b:V reference and shall be governed in accordance with the iaws, statutes, and other conditions set forth in this agreement. This Master Agreement is subject to change in order to incorporate pass-through language required by the Depar tment of Elder Affairs. The parties agree: I. Recipient Agrees: A. 1. To provide services according to the conditions specified in any agreement(s) with the Alliance during the period this agreement is in effect. 2. This agreement covers all services provided by the recipient under contract with the Alliance. 3. To provide services in compliance with the provisions of the Department Home and Community-Based Services Handbook. B. State, and Federal Laws and Regulations: The recipient shall: 1. Comply with the cost principles, administrative requirements, and other provisions of all applicable state and federal laws and regulations including: sections 215.97 and 216.348, F.S., Title 45, Code of Federal Regulations (CFR), Part 74, and/or 45 CFR, Part 92, and/or 48 CFR Part 31, and Office of Management and Budget (OMB) Circulars A-21 , A-87, A-102, A-110, A-122, and A-133, whichever is applicable to the reci pie nt's organization. 2. Comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act [42 United States Code (U.S.C.) 7401 et seq.], the U.S. Department of Labor, Occupational Safety and Health Administration (OSHA) code, Title 29 CFR, Part 1910.1030, and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). The recipient shall report any violations of the above to the Alliance. 3. Plrior to execution of this agreement, complete the Certification Regarding Lobbying form, ATTACHMENT I, and the Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Contracts/Subcontracts form, ATTACHMENT II. If a Disclosure of Lobbying Activities form, Standard Form LLL, is required, it may be obtained from the Alliance's contract manager, and all disclosure forms as required by the Certification R.egarding Lobbying form must be completed and returned to the Alliance with the signed a~lreement. 01/2007 Agreement PE-729 4. Comply with section 112.061, F. S., and any policies of the Department of Elder Affairs re'garding any and all business travel pursuant to agreements covered by this agreement (including use of the State Comptroller approved Reimbursement of Travel Expenses form, or an equivalent form developed by the recipient), and comply with the provisions of Chapter 119, F .S., allowing public access to all documents, papers, letters, or other materials made or received by the recipient in conjunction with this agreement and any aweements incorporating this agreement by reference. 5. Abuse Neglect and Exploitation Reporting: In compliance with Chapter 415, F.S., an employee of the recipient who knows, or has reasonable cause to suspect, that a child, a!~ed person or disabled adult is or has been abused, neglected, or exploited, shall immediately report such knowledge or suspicion to the State of Florida's central abuse registry and tracking system on the statewide toll-free telephone number (1-800-96ABUSE). 6. Transportation Disadvantaged: If clients are to be transported under any agreements incorporating this agreement, comply with the provisions of Chapter 427, F.S., and Rule 41- 2, Florida Administrative Code (F. A. C.). 7. Use of Funds For Lobbying Prohibited: Comply with the provisions of section 216.347, F.S., Tille 48 CFR, Part 31.205, or Tille 45 CFR, Part 93, whichever is applicable, that prohibit the expenditures of funds for the purpose of lobbying the Legislature, a judicial branch or a state agency. 8. S.afeguarding Information: Except as provided for auditing and monitoring purposes, not to use or disclose any information concerning a consumer who receives services under aweements incorporating this agreement by reference or subsequent agreements for any purpose not in conformity with state and federal regulations, except upon written consent of the consumer, or the consumer's authorized representative. 9. HIPAA Compliance: Comply with all requirements of the Health Insurance Portability Act (HIPAA) of 1996, as applicable. The Alliance and the recipient recognize that each may be a "Business Associate" of the other under the terms of HIPAA. As such and to the extent said terms may be applicable, each agrees to the terms as written in ATTACHMENT VII. 10. Grievance and Appeal Procedures: Follow the Minimum Guidelines for Recipient Grievance Procedures, ATTACHMENT V, for handling complaints from consumers who complain service has been suspended, terminated or reduced. Recipients and subrecipients will also establish their own complaint procedures for consumers who are dissatisfied with or denied services that include, at minimum, notice of the right to complain and to have their complaint reviewed. It is expressly understood that substantial evidence of the recipient's refusal to comply with any of the above provisions shall constitute a breach of this agreement. 2 01/2007 C. Civil Rig hts Certification: Agreement PE-729 1. The recipient gives this assurance in consideration of and for the purpose of obtaining federal grants, loans, contracts (except contracts of insurance or guaranty), property, discounts, or other federal financial assistance to programs or activities receiving or benefiting from federal financial assistance. The recipient shall comply with all federal, state and local regulations, statutes and ordinances relating to nondiscrimination in programs or activities receiving or benefiting from state, federal, or local financial assistance, whichever apply. These include, but are not limited to: (a) Executive Order '11246, "Equal Employment Opportunity," as amended by E.O. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by regulations at Title 41 CFR, Part 60; (b) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000d et seq., which prohibits discrimination on the basis of race, color, or national origin (c) Title IX of the Education Amendments of 1972, as amended, 20 IJ.S.C. 1681-1683, and 1685-1686 et seq., which prohibits discrimination on the basis of sex in education programs; (d) Section 504 of the Rehabilitation Act of 1973, as amended, :~9 U.S.C. 794, which prohibits discrimination on the basis of handicaps; (e) The Age Discrimination Act of 1975, as amended, 42 U.S.C. 6101 et seq., which prohibits discrimination on the basis of age and with any and all other applicable regulations, fluidelines, and standards as are now or may be lawfully adopted pursuant to the above statutes or which may apply to agreements covered by this agreement. 2. The recipient agrees to complete the Civil Rights Compliance Questionnaire (DOEA forms 1101 A and B), if services are provided to consumers and if fifteen (15) or more persons are employed. For recipients employing less than 15 persons, the Alliance requests eompletion of the Civil Rights Compliance Questionnaire. 3. The recipient shall establish procedures to handle complaints of discrimination involving services or benefits through this agreement. These procedures shall include advising clients, employees, and participants of the right to file a complaint, their right to appeal a clenial or exclusion from the services or benefits, and their right to a fair hearing as a result of their complaint of discrimination. Complaints of discrimination involving services or benefits through this agreement and may also be filed with the Secretary of the Department of Elder Affairs or the appropriate federal or state agency. 4. The recipient agrees that compliance with these assurances are a condition of continued n3ceipt of or benefit from federal financial assistance, and that it is binding upon the n3cipient, its successors, transferees, and assignees for the period during which such assistance is provided. The recipient further assures that all subrecipients, 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 recipient understands that the Alliance and/or Department of Elder Affairs may, at their 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. 3 o 1/2007 Agreement PE-729 D. Payment Requirements For all agreements covered by this agreement, the recipient agrees: 1. 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 recipient shall comply with only the particular requirements under the following laws and guidelines that are applicable to the agreements covered under this agreement: (a) paragraph (16) (b) of section 216.181. F. S., regarding advances; (b) paragraph 691-40.103 FAC. pertaining to Restriction of Expenditures from state funds; and, (c) the Contract Payment Requirements sub-section of section C of the Reference Guide for State Expenditures from the Department of Financial Services http://www.dbf.state.f1.us/aadir/reference_guide/). The recipient certifies that detailed documentation is available to support each item on the itemized invoice or payment request for cost reimbursed expenses, including paid subcontractor invoices, and will be produced upon request by the Alliance. The recipient further certifies that reimbursement requested is only for allowable expenses as defined in the laws and guiding circulars cited in Section I, paragraph B. 1 of this agreement, 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 recipient's approved service application. 2. Recipients and sub-recipients shall provide units of deliverables, including reports, findings, and drafts as specified in the agreements and agreement attachments covered by this agreement, and the service provider applications developed by the recipient (pursuant to section 306(a) of the Older Americans Act), to be received and accepted by the contract manager prior to payment. E. Withholdings and Other Benefits: The recipient is responsible for Social Security and Income Tax withholdings. F. Indemnification: If the recipient is a state or local governmental entity, pursuant to section 768.28(18) F.S., the provisions of this section do not apply. 1. Recipient and all subrecipients agree to indemnify, defend, and hold harmless the D,epartment of Elder Affairs and the Alliance and their officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any acts, actions, neglect or omission, action in bad faith, or violation of federal or state law by the recipient, its a~,ents, employees, or subrecipients during the performance of all agreements incorporating th,is agreement by reference, whether direct or indirect, and whether to any person or property to which the Department, the Alliance or said parties may be subject. except ne,ither recipient nor any of its subrecipients will be liable under this section for damages anising out of injury or damage to persons or property directly caused or resulting from the sole negligence of the Department, the Alliance or any of its officers, agents, or employees. 2. REOcipient's obligation to indemnify, defend, and pay for the defense or, at the Department's and / or the Alliance's option, to participate and associate with the Department and / or the Alliance in the defense and trial of any claim and any related settlement negotiations, shall be triggered by the Department's and / or Alliance's notice of claim for indemnification to rec:ipient. Recipient's inability to evaluate liability or its evaluation of liability shall not excuse 4 01/2007 Agreement PE-729 mcipient's duty to defend and indemnify the Department and or the Alliance, upon notice by the Department and / or the Alliance. Notice shall be given by registered or certified mail, r.~turn receipt requested. Only an adjudication or judgment after the highest appeal is exhausted specifically finding the Department and / or the Alliance solely negligent shall excuse performance of this provision by recipients. Recipient shall pay all costs and fees rl~lated to this obligation and its enforcement by the Department and / or the Alliance. The Department's and / or the Alliance failure to notify the recipient or subrecipient of a claim shall not release recipient of the a bove duty to defend. 3. It is the intent and understanding of the parties that the recipient, nor any of its subrecipients, are employees either of the Department or the Alliance and shall not hold themselves out as employees or agents of either agency without specific authorization from them. It is the further intent and understanding of the parties that neither the Department nor the Alliance control the employment practices of the recipient and shall not be liable for any wage and hour, employment discrimination, or other labor and employment claims against the recipient, or its subrecipient. G. Insurance and Bonding: 1. To provide adequate liability insurance coverage on a comprehensive basis and to hold such liability insurance at all times during the effective period of any and all agreements incorporating this agreement by reference. The recipient accepts full responsibility for identifying and determining the type(s) and extent of liability insurance necessary to provide reasonable financial protections for the recipient and the clients to be served under contracts incorporating this agreement by reference. Upon execution of each contract covered under this agreement, the recipient shall furnish the Alliance 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 of Elder Affairs and the Alliance reserve t~le right to require additi onal insurance where appropriate. 2. To furnish an insurance bond from a responsible commercial insurance company covering all officers, directors, employees and agents of the recipient authorized to handle funds received or disbursed under all agreements incorporating this agreement 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. 3. If the recipient is a state agency or subdivision as defined by section 768.28, F.S., the recipient shall furnish, upon request, written verification of liability protection in accordance wah section 768.28, F.S. Nothing herein shall be construed to extend any party's liability beyond that provided in section 768.28, F.S. (See also Indemnification clause.) H. Purchasing: 1. Procurement of Products or Materials with Recycled Content Any products or materials which are subject of, or are required to carry out any contracts under this agreement shall be procured in accordance with the provisions of Section 403.7065 and 287.045, Florida Statutes. 5 01/2007 I. Sponsorship: Agreement PE-729 1. Any nongovernmental organization which sponsors a program financed partially by state funds or funds obtained from a state agency shall, in publicizing, advertising, or describing tl1e sponsorship of the program, state: "Sponsored by, the State of Florida, Department of Elder Affairs and Alliance for Aging Inc." If the sponsorship reference is in written material, the words "State of Florida, Department of Elder Affairs and the Alliance for Aging" shall appear in the same size letters or type as the name of the organization (ref.: section 286.25, F:. S.). This shall include, but is not limited to, any correspondence or other writing, publication or broadcast that refers to such program. 2. Iflhe recipient is a governmental entity or political subdivision of the state, the Department and the All iance request compl iance with the conditions specified above. 3. The recipient shall not use the words "State of Florida, Department of Elder Affairs and the Alliance for Aging, Inc" to indicate sponsorship of a program otherwise financed unless specific authorization has been obtained by the Alliance prior to use. J. Public Entity Crime - Applicable only to state agencies or political subdivisions of the state: Denial or revocation of the right to transact business wi th public entities. In compliance with the legislature's intent to restrict the ability of persons convicted of public entity crimes to transact business with the Department of Elder Affairs, or the Alliance, as the pass through agent for the Department, pursuant to section 287.133, F.S.: is a condition of receipt or benefit from state or federal funds and it is binding upon the recipient, its successors and transferees during the period of this agreement. The recipient further assures that the recipient, its officers, directors, senior management, partners, employees or agents have not been convicted of any public entity crimes within the last 36 months. If the recipient or any of its officers or directors is convicted of a public entity crime during the period of this agreement, the recipient shall notify the Departm ent of Elder Affairs and the Alliance immediately. Non- compliance with this statute shall constitute a breach of this agreement. K. Employment: If the recipient is a non-governmental organization, it is expressly understood and agreed the recipient will not knowingly employ unauthorized alien workers. Such employment constitutes a violatiion of the employment provisions as determined pursuant to the Immigration Nationality Act (INA), Sec. 274A [8 U.S.C. s.1324a]. Violation of the employment provisions as determined pursuant to section 274A shall be grounds for unilateral cancellation of any and all agreements incorporating this agreement by reference. L. Audit,s and Records: The mcipient agrees: 1. To maintain books, records, and documents (including electronic storage media) in accordance with generally accepted accounting procedures and practices that sufficiently and properly reflect all revenues and expenditures of funds provided by the Alliance under all contracts covered by this agreement. Recipient agrees to maintain records, including paid invoices, payroll registers, travel vouchers, time sheets, etc., as supporting 6 01/2007 Agreement PE-729 documentation for service cost reports and for administrative expenses itemized for reimbursement. This documentation will be made available upon request for monitoring and auditing purposes. 2. To assure these records shall be subject at all reasonable times to inspection, review, audit, copy, or removal from premises by state personnel and other personnel duly authorized by the Alliance, the Department of Elder Affairs or by federal personnel, if applicable. 3. To maintain and file with the Alliance such progress, fiscal and inventory and other reports as the Alliance may require within the period of this agreement. Such reporting requirements must be reasonable given the scope and purpose of the agreements incorporating this agreement by reference. 4. To submit management, program, and client identifiable data, as specified by the Department of Elder Affairs and/or the Alliance. To record and submit program specific data in accordance with Department of Elder Affairs Client Information Registration and Tracking System (CIRTS) Policy Guidelines. 5. To provide a financial and compliance audit to the Alliance as specified in ATTACHMENT 1111 and to ensure all related party transactions are disclosed to the auditor. 6. To include these aforementioned audit and record keeping requirements, including ATTACHMENT III, in all sub-agreements and assignments. 7. The recipient agrees to provide client information and statistical data for research and evaluative purposes when requested by the Department of Elder Affairs and/or the Alliance. 8. To provide to the Alliance all fiscal information regarding services contracted pursuant to this agreement using the application required by the Department of Elder Affairs. M. Retention of Records: 1. To retain all client records, financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to each agreement covered under this agreement for a period of at least five (5) years after termination of the aweement(s), or if an audit has been initiated and audit findings have not been resolved at th,e end of five (5) years, the records shall be retained at least until resolution of the audit findings. These records may be subject to additional retention requirements set by law. 2. Pllrsons duly authorized by the Department of Elder Affairs, the Alliance or federal auditors, pursuant to Title 45 CFR, Part 92.42(e), (1), and (2), shall have full access to and the right to examine or duplicate any of said records and documents during said retention period or as long as records are retained, whichever is later. N. Monittlring and Incident Reporting: 1. The recipient will provide progress reports, including data reporting requirements as specified by the Department of Elder Affairs to be used for monitoring progress or performance of the contractual services as specified in the area plan submitted by the Alliance to the Department as well as in the service application submitted by the recipient to thll Alliance. Following the norms set down by the Department of Elder Affairs, the Alliance 7 01/2007 Agreement PE-729 will establish performance standards for recipients with weights assigned to each standard. Standards will be tracked monthly by Alliance staff through desk reviews of available fiscal. CIRTS. and research production reports and any other system or process designated by the Department. Examples of review criteria are surplus/deficit. independent audits. internal controls. reimbursement requests. subrecipient monitoring. targeting, program eligibility. outcome measures. service provision to clients designated as "high risk" by the Department of Children & Families, Adult Protective Services program. data integrity. co-payments. client satisfaction. correspondence, and client file reviews. 2. The Alliance will perform administrative and programmatic monitoring of the recipient to ensure contractual compliance. fiscal accountability. programmatic performance. and compliance with applicable state an d federal laws and regulations. 3. To permit persons duly authorized by the Department of Elder Affairs or the Alliance to inspect any records, papers, documents, facilities. goods and services of the recipient which are relevant to agreements incorporating this agreement by reference. or to the mission and statutory authority of the Department of Elder Affairs or the Alliance, and to interview any clients and employees of the recipient to be assured of satisfactory p'srformance of the terms and conditions of these agreement(s). Following such inspection the Department of Elder Affairs or the Alliance will deliver to the recipient a list of its concerns with regard to the manner in which said goods or services are being provided. The recipient will rectify all noted deficiencies provided by the Department of Elder Affairs or the Alliance within the time set forth. or provide either the Department of Elder Affairs or the Alliance with a reasonable and acceptable justification for the recipient's failure to correct the noted shortcomings. The Department of Elder Affairs or the Alliance shall determine whether such failure is reasonable and acceptable. The recipient's failure to correct or justify deficiencies within a reasona ble time as specified by the Department of Elder Affairs or the Alliance may result in either agency taking any of the actions identified in Section III.. C.. Enforcement. or deeming the recipient's failure to be a breach of this agreement. 4. Extraordinary Reporting: The recipient shall notify the contract manager for the Alliance immediately. but no later than within 24 hours, from the recipient's awareness or discovery of conditions that may materially affect the recipient's ability to perform. such as problems. dEllays, or adverse conditions which may impair the recipient's ability to meet the objectives of the agreements covered by this agreement. The notice shall include a brief summary of the problem(s). a statement of the action taken or contemplated. time frames for implementation. and any assi stance needed to resolve the situation. Examples of reportable conditions may include: . proposed consumer terminations . recipient financial conce rns/difficulties . non-payment or untimely payment reported by vendors . service documentation problems . agreement non-compliance . service quality problems and consumer complaint trends . HIPAA violations The Alliance shall investigate allegations regarding falsification of client Information. service reGords, payment requests. and other related information. Substantiated allegations sha II be reported to the Department of Elder Affairs' contract manager. 8 01/2007 Agreement PE-729 In the event that a situation results in the cessation of services by a sub-recipient or vendor, the recipient retains the responsibility for performance under agreements covered by this a!~reement and must follow their own procedures to ensure that clients continue receiving sElrvices without interruption, e. g. exercising their emergency procurement procedures, temporary assumption of the direct provision of services, etc. O. Assillnments and Subcontracts: 1. Alliance's approval of the service application presented by the recipient shall constitute Alliance's approval of the recipient sub agreements if the sub agreements follow the service and funding information identified in the service application. No such approval by the Alliance of any assignment or subcontract shall be deemed in any event or in any manner to provide for the incurrence of any obligation of the Alliance in addition to the dollar amount aweed upon in contracts covered by this agreement and the contracts incorporating it by reference and to any conditions of approval the Alliance shall deem necessary. 2. For every transaction, the recipient must determine if the subcontractor is a vendor rather than a subrecipient, as defined in OM8 Circular A-133, subpart 8, section .210, and in section 215.97, F.S., and this determination must be documented in writing. When a vendor relationship is identified, an agreement with all of the terms and conditions set forth in this agreement is not required. However, a written agreement outlining the term of the a!~reement, the goods being purchased or services to be performed, and conditions for procurement, receipt and payment for goods and services. Compliance for vendors is usually limited to these tasks unless the recipient chooses to pass down program compliance to the vendor in the written agreement. The recipient is ultimately responsible for assuring program compliance and performance, and any applicable conditions of this aweement and the agreements covered by it. P. Return of Funds: 1. To return to the Alliance any overpayments due to unearned funds or funds disallowed pursuant to the terms of all agreements for which funds were disbursed to the recipient by the Alliance. a. The recipient shall return any overpayment to the Alliance within forty (40) calendar days after either discovery by the recipient, or notification by the Alliance, of the overpayment. b. In the event the recipient or its independent auditor discovers an overpayment has been made, the recipient shall repay said overpayment within forty (40) calendar days without prior notification from the Alliance. In the event the Alliance first discovers an overpayment has been made, the Alliance will notify the recipient by letter of such a finding. c. Overpayments due to unallowable or un-allocable expenses due to billing discrepancies must be returned to the Alliance under the same terms and conditions as this section. Information indicating recipient has been overpaid as a result of over-budgeting on the unit cost methodology can be used by the Alliance to negotiate lower rates in subsequent years. Continuous overpayment to recipients due to over budgeting may result in a demand for repayment to the Alliance under the same terms and conditions of this section. Repayment received by the Alliance shall be reported to the Department 9 01/2007 Agreement PE-729 of Elder Affairs and may be either re-allocated to other recipient(s) or returned to the Department. at the Department's discretion. Q. Data Integrity Federal Grants Management require financial management systems for recipients of state and federal funds to be capable of providing certain information. assuring accuracy and accountability. in accord with prescribed reporting requirements. These reporting requirements may require certain calculations or the provision of specified data to fully disclose the financial results of each federally funded or state-sponsored program. Accordingly. the recipient must. prior to execution of this agreement. complete the Data Integrity Certification form. ATTACHMENT IV. R. Conflict of Interest: The recipient will maintain a written code of conduct governing the performance of its employees. board members,' management and sub-recipients. engaged in the award and administration of contracts. No employee, officer or agent of the recipient or sub-recipient shall participate in selection, or in the award or administration of a contract 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 recipient or sub- recipient's officers. employees or agents will neither solicit nor accept gratuities. favors or anything of monetary value from contractors. potential contractors, or parties to sub- agree'ments. The recipient's board members and management must disclose to the Alliance any r<elationship which may be, or may be perceived to be. a conflict of interest within thirty (30) days of an individual's original appointment or placement in that position. or if the individual is serving as an incumbent. within thirty (30) days of the commencement of this agreement. The recipient's employees and sub-recipients must make the same disclosures described above to the recipient's board of directors. Compliance with this provision will be monitored. S. Successors and Transferees: Recipient must receive approval from the Alliance's contract manager prior to transferring or assigning this agreement, or any agreements referencing this agreement. to another party or a different organizational entity. Further. this agreement or any agreements referencing this agreement are binding in their entirety on the recipient and its successors. assignees and transferees. II. The Allialnce Agrees: A. Payment: Payments to vendors contracted by the Alliance shall be made in accord with the terms as negotiated with the vendor(s). 10 01/2007 B. Vendor Ombudsman: Agreement PE-729 Requests for Payment returned to a vendor or a recipient due to preparation errors will result in a payment delay. Invoice payment requirements do not start until a properly completed invoice and/or request for payment is provided to the department. Recipients. subrecipients and vendors experiencing problems obtaining timely payment(s) from the A.lliance may contact the Department's contract manager at (850) 414-2000. III. Agreeml~nt Term and Renewal The recipient and the Alliance mutually agree: A. Effecllive Date 1. This agreement shall begin on Januarv 1. 2007 or on the date on which the agreement has been signed by both parties, whichever is earlier, and shall end on December 31.2007. 2. All aweements executed between the Alliance and the recipient during the effective period of this agreement shall reference this agreement by number, incorporating it therein, and shall be governed by the conditions of this agreement and its successor(s) for the duration of the contract period(s). B. Enforcement: 1. The Alliance may take corrective action, including but not limited to termination, unannou nced special monitoring, temporary assumption of the operation of one or more programs, placement of the recipient on probationary status, imposing a moratorium on mcipient action, or other admi nistrative action if it finds that . an intentional or negligent act of the recipient has materially affected the health, welfare, or safety of consumers served pursuant to this agreement, or substantially and negatively affected the 0 peration of services covered under this agreement. . the recipient lacks financial stability sufficient to meet contractual obligations or that contractual funds have been misappropriated. . the recipient has committed multiple or repeated violations of legal and regulatory standards . the recipient has failed to continue the provision or expansion of services after the declaration of a state of emergency. . the recipient has failed to adhere to the terms of this agreement or the terms of any agreement(s) covered by this agreement and incorporating it by reference. 2. In making any determination under this provision the Alliance may rely upon the findings of another state or federal agency, or other regulatory body. Any claim for breach of this a!Jreement is exempt from administrative proceedings and shall be brought before the appropriate entity in the venue of Mi ami Dade County. Before the Alliance formally rescinds the designation of the recipient or initiates any intermediate measure, or either party 11 01/2007 Agreement PE-729 commences equitable or legal action of any sort, both parties agree to engage in informal mediation through a meeting of each party's representative at a place and location designated by the Alliance. C. Termiination: 1. Termination for Convenience This agreement and any other agreements incorporating it by reference may be terminated by either party upon no less than sixty (60) calendar days notice, without cause, unless a lesser time is mutually agreed upon by both parties, in writing. Said notice shall be dnlivered by certified mail, return receipt requested, or in person with proof of delivery. In the event the recipient terminates an agreement at will, the recipient agrees to submit. at the time it serves notice of the intent to terminate, a plan which identifies procedures to ensure services for consumers pursuant to this agreement or any sub-agreement will not be interrupted or suspended by the termination. In the event that an agreement between the recipient and a sub-recipient is terminated, the recipient shall require the sub-recipient to submit to the recipient and the Alliance, a similar plan ensuring services to consumers will not be interrupted or suspended by the termination. 2. Termination Because of Lack of Funds In the event funds to finance any agreement(s) under this agreement become unavailable, the Alliance may terminate the affected agreement or agreements upon no less than twenty-four (24) hours notice in writing to the recipient. Said notice shall be delivered by cllrtified mail, return receipt requested, or in person with proof of delivery. The Alliance shall be the final authori ty as to the avail ability of funds. 3. T,ermination for Breach Unless the breach is waived in writing by the Alliance, or if the recipient fails to cure the breach within the time specified, the Alliance may, by written notice to the recipient, terminate any and all of the agreement(s) incorporating this agreement by reference upon no less than twenty-four (24) hours notice. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. Waiver of breach of any provisions of anyone contract covered by this agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of other agreements covered under this agreement. The provisions herein do not limit the Alliance's right to remedies at law or to damages of a legal or equitable nature. D. Notic:e and Contact: 1. The name, address and telephone number of the Alliance's contact for this agreement are: Pedro Jove President/CEO 9500 South Dadeland Boulevar d, Suite 400 Miami, FL 33156 Phone: (305) 670-6500, SC 455-6500 12 01/2007 2. Agreement PE-729 The name, address and telephone number of the recipient's contact for this agreement are: Monroe County Board of Commissioners Gato Building 1100 Simonton Street Key West, FL 33040 Phone: (305) 292-4573 - Fax (305) 292-4517 3. The name of the contact person, street address and telephone number where financial and administrative records are maintained are: Debbie Barsell Director of Community and Social Services Gato Building 1100 Simonton Street Key West, FL 33040 Phone: (305) 292-4573 - Fax (305) 292-4517 E. RenE,gotiation or Modification: 1. Modifications of provisions of this agreement and of any and all agreement(s) incorporating this agreement by reference shall only be valid when they have been reduced to writing and duly signed by both parties. The parties agree to renegotiate this agreement and any alfected agreements if revisions of any applicable laws or regulations make changes in this a!jreement necessary. 2. The rate of payment and the total dollar amount may be adjusted retroactively for any a9reement(s) incorporating this Master Agreement by reference only when these have been established through the appropriations process, or identified in the federal program. IV. The Recipient Agrees to the following special provisions: A. Propllrty & Equipment 1. Equipment means: (a) an article of nonexpendable, tangible personal properly having a useful life of more than one year and an acquisition cost which equals or exceeds the lesser of (a) the capitalization level established by the organization for the financial statement purposes, or $5000 [for federal funds], or (b) nonexpendable, tangible personal properly of a non-consumable nature with an acquisition cost of $1000 or more per unit, and expected useful life of at least one year; and hardback bound books not circulated to students or the general public, with a value or cost of $250 or more [for state funds]. 2. Redpients and sub-recipients who are Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations shall have written property management standards in compliance with OMB Circular A-110 that include: (a) a prop!lrty 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. The property records must be maintained on file and shall be provi ded to the Alliance upon request. 3. Equipment purchased with federal funds with an acquisition cost over $5,000 and equipment purchased with state funds with an acquisition cost over $1,000 that is 13 01/2007 Agreement PE-729 specifically identified in the recipient's service application approved by the Alliance is part of the cost of carrying out the activities and functions of the grant awards and Title (ownership) will vest in the recipient, subject to the conditions of OMS Circular A-110, Subpart C, paragraph .34. Equipment purchased under these thresholds is considered supplies and is not subject to property standards, Equipment purchased with funds identified in the budget attachments to agreements covered by this agreement, or identified in agreements with recipients (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 part 74. 4, Real property means land (including land improvements), buildings, structures and appurtenances thereto, but excludes movable machinery and equipment. Real property may not be purchased with state or federal funds through agreements covered under this a'9reement without the prior approval of the Alliance, Real property purchases from Older Americans Act funds are subject to the provisions of Title 42, Chapter 35, Subchapter III, Part A" and Sec. 3030b United States Code (USC). Real property purchases from state funds can only be made through a fixed capital outlay grants and aids appropriation and therefore are subject to the provisions of section 216,348, F, S, 5, Any permanent storage devices (e,g,: hard drives, removable storage media) must be reformatted and tested prior to disposal to ensure no confide ntial information remains, 6, A budget amendment is required to be submitted and approved by the Alliance's contract manager prior to the purchase of any item of nonexpendable property not specifically listed in the approved budget. 7, Information Technology Resources The recipient must adhere to the Department of Elder Affairs' procedures and standards when purchasing Information Technology Resources (ITR) as part of any agreement(s) incorporating this agreement by reference, An ITR worksheet is required for any computer related item costing $1,000,00 or more, including data processing hardware, software, services, supplies, maintenance, training, personnel and facilities, The completed ITR worksheet shall be maintained in the Alliance for Aging's LAN administrator's file, The Alliance has the responsibility to require any recipient to comply with the Department of Elder Affairs ITR procedures, B. Copyright Clause The recipient may copyright any work that is subject to copyright and was developed, or for which ownership was purchased, under any agreement(s) incorporating this agreement by reference, The Department of Elder Affairs reserves a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for state and federal purposes, and to authorize others to do so. Other rights of the Department and recipient are described in Title 45 CFR, sec. 74.36, and section 286,021, F,S, C. Investigation of Criminal Allegations Any report that implies criminal intent on the part of this recipient or any subrecipient and referred to a governmental or investigatory agency must be sent to the Department of Elder Affairs via the Alliance, If the Alliance has reason to believe that the allegations will be referred to the State Attorney, a law enforcement agency, the United States Attorney's Office, or other 14 01/2007 Agreement PE-729 gove>rnmental agency, the Alliance shall notify the Inspector General at the Department of Elder Affairs immediately. A copy of all documents, reports, notes or other written material concerning the investigation, whether in the possession of the Alliance or the recipient, must be sent to the Department of Elder Affair's Inspector General with a summary of the investigation and allegations. D. Disa,ster In preparation for the threat of an emergency event as defined in the State of Florida Comprehensive Emergency Management Plan, the Department of Elder Affairs may exercise authority over an area agency or service provider agency to implement preparedness activities to improve the safety of the elderly in the threatened area and to secure area agency and service provider facilities to minimize the potential impact of the event. These actions will be within the existing roles and responsibilities of the area agency and its s ubrecipient. In the event the President of the United States or Governor of the State of Florida declares a disaster or state of emergency, the Department of Elder Affairs may exercise authority over an area agency or service provider agency to implement emergency relief measures and/or activities. In eilther of these cases, only the Secretary, Deputy Secretary or his/her designee of the Department of Elder Affairs shall have such authority to order the implementation of such measures. All actions directed by the department under this section shall be for the purpose of ensuring the health, safety and welfare of the elderly in the potential or actual disaster area. E. Volunteers The recipient will promote the use of volunteers as prescribed in section 306(a) (12), Older Americans Act and section 430.07, F.S. F. Business Hours Recipients who are lead agencies, as defined in section 430.203(9), F.S. or who provide elder helpline services pursuant to this agreement must also maintain minimum business hours from 8:00 AM until 5:00 PM, Monday through Friday, excluding national and state holidays. G. Management Information Systems For all program agreements incorporating this agreement by reference for which the collection of client data in electronic format (CIRTS, for example) is required: 1. The Alliance shall employ a Local Area Network (LAN) Administrator who shall assure the Allliance's compliance with the requirements of the "LAN Administrator Guidelines" adopted by the Department. These "Guidelines" delineate the roles and responsibilities of the Local Area Network Administrator. The Alliance shall assure any other support necessary for full "LAN Administrator Guidelines" compliance, including reporting to the department the operational status of their LAN and Wide Area Network (WAN) in accord with the frequency and format directed in these "Gui delines". 2. The Alliance will ensure the collection and maintenance of consumer and service information on a monthly basis from the Client Information Registration and Tracking 15 01/2007 Agreement PE-729 System (GIRTS) or any such system designated by the department. Maintenance includes valid exports and backups of all data and systems according to department standards. 3. The recipient must enter all required data per the Department's GIRTS Policy Guidelines for consumers and services in the GIRTS database. The data must be entered into the GIRT S before the recipient submits their request for payment and expenditure reports to the Alliance. The Alliance shall establish time frames to assure compliance with due dates for tlhe requests for payment and expenditu re reports to the Department. 4. The recipient will run monthly GIRTS reports and verify consumer and service data in the CIRTS is accurate. This report must be submitted to the Alliance with the monthly request for payment and expenditure report and must be reviewed by the Alliance before the recipient's request for payment and expenditure reports can be approved by the Alliance. 5. Failure to ensure the collection and maintenance of the GIRTS data may result in the Alliance enacting the "Enforcement" clause of this agreement (see Section III, G.), including delaying or withholding payment until the problem is corrected. 6. Computer System Backup and Recovery Each recipient, among other requirements, must anticipate and prepare for the loss of information processing capabilities. The routine backing up of data and software is required to recover from losses or outages of the computer system. Data and software essential to the continued operation of recipient functions must be backed up. The security controls over the backup resources shall be as stringent as the protection required of the primary msources. It is recommended that a copy of the backed up data be stored in a secure, offsite location. The recipient shall maintain written policies and procedures for computer backup and recovery. These policies and procedures shall be made available to the Alliance upon request. H. Consumer Outcomes 1. The Alliance will develop consumer outcome measures consistent with those developed by the Department of Elder Affairs. 2. As required by the legislature for performance-based program budgeting, the Department of Elder Affairs will set targets for the performance of outcome measures. The Alliance is responsible for achieving these targets and will incorporate them into sub agreements as n'~cessary. I. Surpllus/Deficit Report: The Alliance will submit a consolidated surplus/deficit report in a format provided by the Depalrtment to the Department's contract manager by the 25th of each month. This report is for all aglreements between the Alliance and the Department. The mport will include the following: 1. A list of all subcontractors and their current status regarding surplus or deficit; 16 01/2007 2. Agreement PE-729 The Alliance's detailed plan on how the surplus or deficit spending exceeding the threshold specified by the Department will be resolved; 3. Recommendations to transfer funds to resolve surplus/deficit spending, and; 4. Input from the recipient's Board of Directors on resolution of spending issues, if applicable. 17 01 /2007 Agreement PE-729 IN WITNESS THEREOF, the parties hereto have caused this 39-page agreement to be executed by their undersinned officials as duly authorized. RECIPIENT: ALLIANCE FOR AGING, INC., BOARD PRESIDENT OR AU,"OR'ZED DES'G~ SIG~1' / } BY: ~t.~ . ~~~~L/Y NAME: t-t::Dku JUV E Kf/t2-L-e,vL-- ~'/n ~ ~-(q"j f1 TITLE: PRESIDENT/CEO NAME: Mario DiGennaro TITLE: Mayor/Chairman DATE: December 20. 2006 DATE: /';:>4~b ~ Date FEDERAL ID NUMBER: 59-6000749 ~ -1"1 :3: = Cl ~ r 0 :P- :z: <- r.l ;O('"')~ ~ 0 01-< -'1 fT\?C _ C) ("'). r '" ?;J 00' ~~~~ ~ ;::) P'l - =-> :<:-i~ - <:) ""Tl c> - :;0 I In '0 :P- en RECIPIENT'S FISCAL YEAR ENDING DATE: 06/30 (Revised February 2004) 18 01/2007 Agreement PE-729 ATTACHMENT I CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE AGREEMENT The undersi~Jned certifies, to the best of his or her knowledge and belief, that: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any state or federal agency, a member of congress, an officer or employee of congress, an employee of a member of congress, or an officer or employee of the state legislator, in connection with the awarding of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooper ative agreem en!. (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100'OOOfO;~hS~ ~~ - iI/r31oh Signature ~// Date , f Delori . son Application or Contract Number: PE-729 Name of Authorized Individual Name and Address of Organization: Monroe County Board of GATO Building 1100 Simonton Street Key west, FL 33040 Commissioners DOEA Form 103 (Revised Nov 2002) 19 01/2007 Agreement PE-729 ATTACHMENT II INSTRUCTIONS CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUIIITARY EXCLUSION CONTRACTS/SUBCONTRACTS 1. Each recipient of federal financial and non-financial assistance that equals or exceeds $100,000 in federal monies must sign this debarment certification prior to contract execution. Independent auditors who audit federal programs regardless of the dollar amount are required to sign a debarment certification form. Neither the Department of Elder Affairs nor its contract recipients can contract with subrecipients if they are debarred or suspended by the federal government. 2. This certification is a material representation of fact upon which reliance is placed when this agreement is entered into. If it is later determined that the signed knowingly rendered an erroneous certification, the Federal Government may pursue available remedies, including suspension and/or debarment. 3. The recipient shall provide immediate written notice to the contract manager at the Alliance any time the recipient learns that its certification was erroneous when submitted or has become erroneous by reason of changed circ umstances. 4. The terms "debarred," "suspended," "ineligible," "person," "principal," and "voluntarily excluded," as used in this certification, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 and 45 CFR (Code of Federal Regulations), Part 76. You may contact the contract manager for assistance in obtaining a copy of those regulations. 5. The reelpient further agrees by submitting this certification that, it shall not knowingly enter into any subcontract with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this contract unless authorized by the Federal Government. 6. The recipient further agrees by submitting this certification that it will require each subrecipient of agreements referencing this agreement whose payment will equal or exceed $100,000 in federal monies, to submit a signed copy of this certification with each sub agreement. 7. The Department of Elder Affairs may rely upon a certification by a recipientlsubrecipient entity that ill is not debarred, suspended, ineligible, or voluntarily excluded from contracl!ing/subcontracting unless the Department knows that the certification is erroneous. 8. The Alliance may rely upon a certification by a subrecipient entity that it is not debarred, suspended, ineligible, or voluntarily excluded from contracting/subcontracting unless the Alliance knows that the certification is erroneous. 9. The signed certifications of all subrecipients shall be kept on file with the Alliance. DOEA FORM 112A (Revised February 2004) 20 01/2007 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION CONTRACTS/SUBCONTRACTS Agreement PE-729 This certification is required by the regulation implementing Executive Order 12549, Debarment and Suspension, signed February 18, 1986. The guidelines were published in the May 29, 1987 Federal Register (52 Fed. Reg., pages 20360-20369). (1) The prospective recipient certifies, by signing this certification, that neither he nor his principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excludBd from participation in contracting with the Department of Elder Affairs (or the Alliance for Aging acting as its agent) by any federal department or agency. (2) Where the prospective recipient is unable to certify to any of the statements in this certification, such prospective recipient shall attach an explanation to this certification. /~~, Date: -tt/L~./t1 G Signature: Name and Tille of Authorized Individual (Print or type): Deloris Simpson Senior Administrator " Name of Organization: Monroe County Board of Commissioners DOEA FORM 112B (Revised April 2001) 21 01/2007 Agreement PE-729 ATTACHMENT III Audit Attachment The administration of funds awarded by the Department of Elder Affairs to the Alliance and to any sub recipient, through agreements with the Alliance, may be subject to audits andlor monitoring by the Department and other authorized state personnel or federal personnel as described in this section. MONITORIN(~ In addition to reviews of audits conducted in accordance with OMB Circular A-133 and section 215.97, F.S., as revised (see "AUDITS" below), monitoring procedures may include, but not be limited to, on- site visits by department staff, limited scope audits as defined by OMB Circular A-133, as revised, andlor other procedures. By entering into this agreement, the recipient agrees to comply and cooperate with any monitoring procedureslprocesses deemed appropriate by the department. In the event the department dl3termines that a limited scope audit of the recipient is appropriate, the recipient agrees to comply with any additional instructions provided by the Department to the recipient regarding such audit. The recipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Comptroller, Auditor General or federal personnel. OTHER REQUIREMENTS If the recipient is a non-profit organization, the Oath of Not for Profit Status form (EXHIBIT 2 of this attachment) must be completed and returned to the Alliance with the signed contract. AUDITS PART I: FEDERALLY FUNDED This part is applicable if the recipient or subrecipient is a State or local government or a non-profit organization as defined in OMB Circular A-133, as revised. 1. In the event that the recipient expends $300,000 ($500,000 for fiscal years ending after December 31, 2003) or more in Federal awards in its fiscal year, the recipient must have a single or program- specific audit conducted in accordance with the provisions of OMB Circular A-133, as revised. Federal funds awarded through the Alliance by this agreement, if any, are indicated in section II. A. of the contract(s) covered by this agreement. In determining the Federal awards expended in its fiscal year, the recipient shall consider all sources of Federal awards, including Federal funds received from or passed through the Alliance. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A-133, as revised. An audit of the recipient conducted by the Auditor General in accordance with the provisions OMB Circular A-133, as revised, will meet the requirements of this part. 2. In connection with the audit requirements addressed in Part I, paragraph 1., the recipient shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A- 133, as revised. 3. If the recipient expends less than $300,000 ($500,000 for fiscal years ending after December 31, 2003) in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of OMB Circular A-133, as revised, is not required. In the event that the recipient expends less than $300,000 ($500,000 for fiscal years ending after December 31,2003) in Federal awards in its fiscal 22 01/2007 Agreement PE-729 year and elects to have an audit conducted in accordance with the provisions of OMS Circular A- 133, as revised, the cost of the audit must be paid from non-Federal funds (I.e., the cost of such an audit must be paid from recipient resources obtained from other than Federal entities). 4. Information regarding audit requirements contained in OMS Circular A-133 and section 215.97, F.S., can be obtained from the following web-sites: htto://www.whitehouse.oov/omb/circulars/ and: htto://www.leo.state.f1.us/ PART II: STATE FUNDED This part is applicable if the recipient is a non-state entity as defined by section 215.97, F.S. 1. In the event that the recipient expends a total amount of State awards (I.e., State financial assistance provided to the recipient to carry out a State project) equal to or in excess of $300,000 in any fiscal year of such recipient, the recipient must have a State single or project-specific audit for such fiscal year in accordance with section 215.97, F.S.; applicable rules of the Executive Office of the Governor and the Comptroller, and Chapter 10.600, Rules of the Auditor General. State grants and aids amounts awarded through the Alliance by this agreement are indicated in section II. A. of the contract(s) of which this agreement is an attachment. In determining the State awards expended in its fiscal year, the recipient shall consider all sources of State awards, including State funds received from the Department of Elder Affairs through the Alliance for Aging, other state agencies, and other non-state entities except that State awards received by a non-state entity for Federal program matching requirements shall be excluded from consideration. 2. In connection with the audit requirements addressed in Part II, paragraph 2, the recipient shall ensure that the audit complies with the requirements of section 215.97, F.S. This includes submission of a reporting package as defined by section 215.97, F.S., and Chapter 10.550 (local governml3ntal entities) or 10.650 (nonprofit and for-profit organizations) Rules of the Auditor General, to include an auditor's examination attestation report, management assertion report (alternatively, management's assertion may be included in the management representation letter), and a sched ule of State financial assistance. The auditor's examination attestation report must indicate whether management's assertion as to compliance with the following requirements is fairly stated, in all material respects: activities allowed or unallowed; allowable costs/cost principles; matching (if applicable), and; reporting. 3. If the reciipient expends less than $300,000 in State awards in its fiscal year, an audit conducted in accordance with the provisions of section 215.97, F.S., is not required. In the event that the recipient expends less than $300,000 in State awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of section 215.97, F.S., the cost of the audit must be paid from non-State funds (I.e., the cost of such an audit must be paid from the recipient's resources obtained from other than State entities). 23 01 /2007 PART III: REPORT SUBMISSION Agreement PE-729 1. Copies of reporting packages for audits conducted in accordance with OMB Circular A-133. as revised, and required by PART I of this attachment shall be submitted, when required by section .320 (d), OMB Circular A-133, as revised, by or on behalf of the recipient directly to each of the following within 45 days of receipt of the report but no later than nine (9) months of recipient's fiscal year end: A. The Alliance for Aging, Inc., at the following address: Attn: Carlos L. Martinez, CPA Chief Financial Officer 9500 South Dadeland Boulevard, Suite 400 Miami, FL 33156 B. The Federal Audit Clearinghouse designated in OMB Circular A-133, as revised (the number of copies required by sections .320 (d) (1) and (2), OMB Circular A-133, as revised, should b<e submitted to the Federal Audit Clearinghouse), at the following address: Federal Audit Clearinghouse Bureau of the Census 1201 East 1 ot" Street Jeffersonville, IN 47132 C. Other Federal agencies and pass-through entities in accordance with sections .320 (e) and (f), OMB Circular A-133, as revised. 2. The recipient shall submit a copy of the reporting package described in section .320 (c), OMB Circular ,11.-133, as revised, and any management letters issued by the auditor, to the Alliance at the following address within 45 days of receipt of the report but no later than nine (9) months of recipient's fiscal year end: Alliance for Aging, Inc. Attn: Carlos L. Martinez, CPA Chief Financial Officer 9500 South Dadeland Boulevar d, Suite 400 Miami, FL 33156 3. Copies 01' audits and reporting packages required by PART II of this attachment shall be submitted by or on behalf of the recipient directly to each of the following within 45 days of receipt of the report but no later than nine (9) months of recipient's fiscal year end: A. The Alliance for Aging, Inc. at the following address: Attn: Carlos L. Martinez, CPA Chief Financial Officer 9500 South Dadeland Boulevard, Suite 400 Miami, FL 33156 24 01/2007 Agreement PE-729 B. The Auditor General's Office at the following address: State of Florida Auditor General Room 574, Claude Pepper Building 111 West Madison Street Tallahassee, Florida 32302-1450 4. Any reports, management letters, or other information required to be submitted to the Alliance pursuant to this attachment shall be submitted timely in accordance with OMB Circular A-133, section 215.97 F.S., and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable and should indicate the date that the reporting package was delivered to the recipient in correspondence accompanying the package" 5. Recipients, when submitting the financial reporting packages to the Alliance, should indicate the date that the audit report was delivered to the recipient in correspondence accompanying the audit report. PART IV: RECORD RETENTION The recipient shall retain sufficient records demonstrating its compliance with the terms of this attachment for a minimum period of five (5) years from the date the audit report is issued or longer if requested by the Alliance in writing, and shall allow the Alliance, the Department of Elder Affairs or its authorized designee and the Comptroller or Auditor General access to such records upon request. The recipient shall ensure that audit working papers are made available to the Alliance, the Department of Elder Affairs or its designee, and the Comptroller or Auditor General upon request, for a minimum period of five (5) years from the date the audit report is issued, or may need to be longer if requested in writing by any of these agencies. Alliance. PART V: SPE,CIFIC REQUIREMENTS OF DEPARTMENT ADMINISTERED PROGRAMS 1. The Department of Elder Affairs requires a supplemental schedule of functional expenses be prepared in a format provided by the department, which presents costs by service (as defined by the depaltment), including units of service delivered, for recipients or subrecipients expending state or federal awards for services performed by their employees, contractors, and other payees who receive payment from department-administered funds for units of service recorded in the department's Client Registration and Tracking System (CIRTS). This supplemental schedule shall be prepared using the same methodology as used in determining the contractual rates. Government entities are excluded from this requirement. 2. If an audit is not required or performed, the head of the recipient entity or organization must provide a written attestation, under penalty of perjury, that the recipient has complied with the allowable cost provisions (congruent with the Reference Guide for State Expenditures and OMB Circular A- 122 or A-87, whichever is applicable). EXHIBIT 1 to this attachment provides an example attestation document that should be used by the agency head or authorized signatory for contracts to attest to com pliance with these provisions. 3. Interest earned on federal funds or general revenue funds must be returned to the Alliance. A chart is included in all contracts identifying the funding source(s), program titles, applicable CFDA or CSFA numbers and the amount of funds granted. 25 01/2007 Agreement PE-729 4. Specific requirements for match, co-payments, and program income applicable to programs administered by the Department are outlined in the following applicability chart. 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'" ~ J2 "C Q) III " Q) iii .oE - '" 00, ~ 2 ",e. u_ '" III ~ "CQ) ","C .a.! ~ ~~ 00 . . III Iii E b - .s;! m oc(Q)l>> OJ \::::!O<(:l2Etle ~ _0 <( <( a. o . "C Q) "" "- "C t:", Q).- u-'" , '" .g~ ~ '" e. >-' .c~ ..c:: ~- Q) ~ ..c::0 - .ijj ai" ~ Q).a ..c:c '" >-Q) "'e. E )( Q) ~.~ u- _.0 '" " Ee. . 0Cl N ;F- a ~ .!i.! - '" CJ) E ~ "3 C" ~ ..c:: u - '" E III - '" Q) "0. "u ~ l. " en . 01/2007 Agreement PE-729 APPLICABILITY CHART DEFINITIONS AAA. Area A!gency on Aging Program Inc,ome. Program income means gross income earned by a recipient from activities which are supported by a grant; i.e.. when at least some of the cost of the activity is a direct cost of the grant or indirect cost which helps match requirements of the grant. Program income includes contributions for meals or other supportive services. proceeds from the sale of tangible personal property purchased for the program. fees for the usage or rental of such property. and patent or copyright royalties for materials developed through the program. Revenue generated from a particular activity of the recipient/sub-recipient for which Department funds were used to cover at least half the cost is considered program income. Note: Money donated (cash donation) without earmark to the project by the donor should not be declared in an audit to be "program income" Cash Donati<ons. Cash donations are money donated without earmark to the project by the donor. These donations. when used as match. cannot be earmarked for any specific expenditure but are to be budgeted normally. Cash donations are not program income. Match. When general revenue funded contracts require match. it may be either by cash. certified public expenditure. or third-party in-kind. The non-federal share used to match OAA funds may be cash. certified public expenditure. or third-party in-kind. Co-paymentsi. Fees assessed and collected according to a sliding scale based on the consumer's income for CeE and ADI services. In-kind Resources. In-kind resources must be identified in project records. necessary to project's achievement. reasonable and in proportion to time used for project. claimed after use in the project and. not included as contributions for other programs unless specifically allowed. In-kind Contributions In-kind contributions represent a value placed on non-cash contributions provided to the recipient of a contract. In-kind contributions may consist of actual charges for real property and equipment. and the value of goods and services that directly benefit and are identified with project activities. This may include staff time contributed by state and local agencies not otherwise matched or supported by federal funds. 29 01/2007 Agreement PE-729 ATTACHMENT III EXHIBIT - 1 MANAGEMENT ATTESTATION LETTER (To be completed at the end of recipient's fiscal year) Contract or Agreement Number: I, , hereby attest under penalty 0 f perjury (recipient's authorized representative) that , based on the criteria (recipient agency name) set forth in the Audit Attachment, PARTS I and II, that: A. The above named recipient agency is not required to provide an audit report or reporting package because [check applicable statement( s)]: D the above-named entity has not expended $300,000 ($500,000 for fiscal years ending after December 31, 2003) or more in total federal awards in its fiscal year and therefore is not required to have a single or program-specific audit performed in accordance with OM B Circular A-133, as revised, and/or; D the above-named entity has not expended a total amount equal to or in excess of $300,000 in state awards in its fiscal year and therefore is not required to have a State single or program- specific audit in accordance with section 215.97, Florida Statutes. B. The recipient has complied with the allowable cost provisions [congruent with State and Federal law, generally accepted accounting principles, the Department of Financial Services' Reference Guide for State Expenditures, and Office of Management and Budget (OMB) Circular A-122, A-110, or A-B7, whichever is applicable]. By making this statement the recipient has considered not only funding or awards from the Alliance, but all sources of Federal and State funding or awards. Fiscal year ended (Month/day/year): (Signature) (Title) (Date) 30 01/2007 Agreement PE-729 ATTACHMENT III Exhibit - 2 Oath of Not for Profit Status Contract or Agreement Number: PA 427 As an authorized representative for the Recipient identified herein, and in the above referenced document(s), I do hereby swear under oath that this entity is currently a "not for profit" (non- profit) organization as defined in section 501 (c)(3) of the Internal Revenue Code. If this non- profit status changes for any reason during the life of the above referenced contract or agreement, the Alliance for Aging will be notified in writing immediately. Name of R.ecipient entity: Monroe County Board of Commissioners ? &~? presentative Printed narn e and Title of Authorized Representative /1 !'?/Ob ~th Deloris Simpson Senior Administrator (Revised F,ebruary 2004) 31 01/2007 Agreement PE-729 ATTACHMENT IV CERTIFICATION REGARDING DATA INTEGRITY COMPLIANCE FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE AGREEMENTS The undersigned, an authorized representative of the recipient named in the contract or agreement to which this form is an attachment, hereby certifies that: (1) The r'9cipient and any sub-recipients of services under this contract have financial managlement systems capable of providing certain information, including: (1) accurate, current, and complete disclosure of the financial results of each grant-funded project or program in accordance with the prescribed reporting requirements; (2) the source and application of funds for all contract supported activities; and (3) the comparison of outlays with budgeted amounts for each award, The inability to process information in accordance with these requirements could result in a return of grant funds that have not been accounted for properly. (2) Management Information Systems used by the recipient, sub-recipient(s), or any outside entity on which the recipient is dependent for data that is to be reported, transmitted or calculated, have been assessed and verified to be capable of processing data accurately, including year-date dependent data. For those systems identified to be non-compliant, recipient(s) will take immediate action to assure data integrity. (3) If this contract includes the provision of hardware, software, firmware, microcode or imbedded chip technology, the undersigned warrants that these products are capable of processing year-date dependent data accurately. All versions of these products offered by the recipient (represented by the undersigned) and purchased by the State will be verified for accuracy and integrity of data prior to transfer. In the event of any decrease in functionality related to time and date related codes and internal subroutines that impede the hardware or software programs from operating properly, the recipient agrees to immediately make required corrections to restore hardware and software programs to the same level of functionality as warranted herein, at no charge to the State, and without interruption to the ongoing business of the state, time being of the essence. (4) The recipient and any sub-recipient(s) of services under this contract warrant their policies and procedures include a disaster plan to provide for service delivery to continue in case of an eme,rgency including emergencies arising from data integrity compliance issues. The recipient shall require that the language of this certification be included in all subcontracts, sub grants, and other agreements and that all sub-contractors shall certify compliance accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was m de or entered into. Submission of this certification is a prerequisite for making or Emter" nto this transaction imposed by OMS Circulars A-102 and A-110. 10 },/#L / !'.late Senior Administrator A Signature Title Name of Authorized Signer: Deloris Simpson (Revised March 2004) 32 01/2007 Agreement PE-729 ATTACHMENT V MINIMUM GUIDELINES FOR RECIPIENT GRIEVANCE PROCEDURES APPLICABLE TO ALL ADVERSE ACTIONS DEEMED TERMINATIONS, SUSPENSIONS, OR REDUCTIONS IN SERVICE Medicaid Waiver clients have the right to request a fair hearing from the Department of Children and Families (DCAF) Office of Appeal Hearings in addition to or as an alternative to these procedures. NOTICE TO THE RECIPIENT OF THE ADVERSE ACTON TO BE TAKEN AND EXPLANATION OF THE GRIEVANCE PROCEDURES FOR REVIEWING THAT DECISION . The redpient must be informed by the decision maker of the action, in writing, no less than 10 calendar' days prior to the date the adverse action will be taken. (Prior notice is not applicable where the health or safety of the individual is endangered if action is not taken immediately; however, notice must be made as soon thereafter as practicable. ) · Servicl3s cannot be reduced or terminated, nor any adverse action taken during the 10 day period. . The Notice must contain: a statement of what action is intended to be taken; the reasons for the intended action; an explanation of: 1) the individual's right to a grievance review if requested in writing and delivered within 10 call3ndar' days of the Notice postmark (assistance in writing, submitting and delivering the request must be offered and available to the individual) ; 2) in Medicaid Waiver actions, the individual's right to request a fair hearing from DCAF; 3) the individual's right, after a grievance review, for further appeal; 4) the right to seek redress through the courts if applicable; a statement that current benefits will continue if a grievance review is requested, and will continue until a final decision is made regarding the adverse action; and a statement that the individual may represent himself/herself or use legal counsel, a relative, a friend, or other qualified representative in the requested revi ew proceedings. . All records of the above activities must be preserved in the client's file. GRIEVANCE REVIEW PROCEDURE UPON TIMELY RECEIPT OF A WRITTEN REQUEST FOR REVIEW · Within 7 calendar' days of the receipt of a request for review, the provider must acknowledge receipt of the request by a written statement delivered to the requester. This statement must also provide notice of: the timE' and place scheduled for the review; the designation of one or more impartial reviewers who have not been involved in the decision at issue; the opportunity to examine, at a reasonable time before the review, the individual's own case record, and to a copy of such case record at no cost to the individual; the opportunity to informally present argument, evidence, or witnesses without undue interfemnce at a reasonable tim e before or during the review; 33 01/2007 Agreement PE-729 a contact person for any accommodations required Act; and assistance, if needed, in order to attend intended action until all appeals are exhausted. under the Americans with Disabilities the review; and the stopping of the . All grievance reviews must be conducted at a reasonable time, date and place by one or more impartial reviewers who have not been directly invoived in the initial determination of the action in question. · The mviewer(s) must provide written notification to the requester, within 7 calendar' days after the grievance review, stating: the decision, the reasons therefore in detail; the efifectthe decision has on current benefits, if favorable, or the circumstances regarding continuation of current benefits until all appeals are exhausted; the individual's right to appeal an adverse decision to the Alliance for Aging by written request within 7 calendar' days, except in decisions involving the professional judgment of a legal <Issistance provider; the availability of assistance in writing, submitting and delivering the appeal to the appropriate agency; the opportunity to be represented by himself/herself or by legal counsel, a relative, a friend or other qualified representative; for iegal assistance service appeals, the individual's right to file a grievance with the Florida Bar re9arding complaints related to the actual legal representation provided. PROCEDURE FOR APPEALS OF A GRIEVANCE REVIEW DECISION UPON TIMELY RECEIPT OF A WRITTEN APPEAL TO THE ALLIANCE FOR AGING - AREA AGENCY ON AGING · Within 7 calendar' days of the receipt of a notice of appeal of a grievance review decision, the AAA must acknowledge receipt of the notice of appeal by a written statement delivered to the appellant. This statement must also provide notice of: the time and piace scheduled for the appeal; the designation of one or more impartial AM officials who have not been involved in the decision at issue; the opportunity to examine at a reasonable time before the appeal the individual's own case record to date, and to a copy of such case record at no cost to the individual; the opportunity to informally present argument, evidence, or witnesses without undue interference during the appeal; assistance, if needed, in order to attend the appeal; and the stopping of the intended action until all appeals are exhausted. . All appeals of grievance reviews must be conducted at a reasonable time, date and place by one or more impartial AAA officials who have not been directly involved in the initial determination of the action in question. . The designated AAA official(s) must provide written notification to the requester within 7 calendar' days after considering the grievance review appeal, stating: the decision, and the reasons ther efore in detail; the effect the decision has on current benefits, if favorable, or the circumstances regarding continuation of current benefits until all appeals are exhausted; the individual's right to appeal, if applicable. · Except for Medicaid Waiver actions, the decision of the AAA shall be the final decision; 34 01/2007 Agreement PE-729 and t~le availability of assistance in requesting a fair hearing, including a notice regarding accommodations as required by the ADA. . All records of the above activities must be preserved and remain confidential. A copy of the final d'~cision must be placed in the client's fi Ie. . In computing any period of time prescribed or allowed by these guidelines, the last day of the period so computed shall be included unless it is a Saturday, Sunday, or legal holiday, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. 35 01/2007 Agreement PE-729 ATTACHMENT VI INDICATORS MEASUREMENT INTERMEDIATE Section 430.04 (2), F.S. MEASURES Section 430.04 (2), F.S. lacks financial stability . Failure within the same . Temporary assumption of sufficient to meet contractual fiscal year in which due to operations and functions obligations or that contractual pay short-term loans related to the problem funds have been . Failure to transfer at the area within the agency misappropriated appropriate time. due to . Placement on lack of fu nd s probationary status for a 0 Taxes withheld on specified period sufficient the income of to address identified employees problems 0 Employer and . Impose a time limited employee moratorium on agency contributions for . Reduce any advances for federal social security the following year to 30 or any pension, days and exam ine retirement. or benefit surpluses for plan for an employee redistribution. . Failure for one pay period to pay. due to lack of funds 0 Wages and salaries owed to employees 0 Retirement benefits owed to form er employees · An unreserved or total fund balance or retained earnings deficit for which sufficient resources are not available to cover the deficit for 2 successive years An intentional or negligent act . Intentional or Repeated . Impose a time limited of the agency has materially violations of the moratorium on agency affected the health. welfare. requirement to serve APS . Temporary assumption of or safety of clients. or clients within 72 hours operations and functions substantially and neg atively . Any other verifiable report related to the problem affected the operation of an of such actions area within the agency aging serv ices program INTERMEDIATE MEASURES 36 01/2007 Agreement PE-729 Committ<sd multiple or . Achievement levels from . Unannounced special repeated violations of legal monitoring reviews monitoring and regulatory requirements . Any other verifiable report . Reduction in advances for or Department standards of such actions following year and review of surpluses for redistribution . Appropriate Corrective action 37 01/2007 Agreement PE-729 INDICATORS MEASUREMENT INTERMEDIATE Section 430.04 (2), F.S. MEASURES Section 430.04 (2), F.S. Failed to adhere to terms of . Achievement levels from . Placement on probationary its contract with the monitoring reviews status for a specified Department as passed . Adherence to Service period to address identified through the Ailiance Application problems . Any other verifiable report . Financial penalties of such action . Re-allotment of surplus funds to other planning and service areas . Appropriate Corrective action Failed to implement and . Achievement levels from . Appropriate Corrective maintain Department monitoring reviews action approved client grievance . Any other verifiable report resolution procedure of such action Failed to continue the . Achievement levels from . Temporary assumption of provision or expansion of monitoring reviews agency operations and services after the decl aration . Any other verifiable report functions to implement of a state of emergency of such action emergency service plan INTERMEDIATE MEASURES ATTACHMENT VI (cant.) 38 01/2007 Agreement PE-729 Health Insurance Portability and Accountability Act (HIPAA) of 1996 Attachment VII The Alliance and the recipient will comply with all requirements of the Health Insurance Portability and Accountability Act (HIPAA) of 1996. The Alliance and the recipient recognize that each is a "Business Associate" of the other under the terms of HIPAA. As such and in so far as these apply, each agrees to the following: (a) That neither party will use or disclose protected health information for any purpose other than as authorized by law, by this contract, or by separate agreement between the parties. (b) That each party will not use or disclose protected health information in a manner which would be a prohibited use or disclosure if made by the other. (c) That each party will maintain safeguards as necessary to ensure that the protected health information is not used or disclosed except as provided by law, by this contract, or by separate agreement between the parti es. (d) That each party will report to the other any use or disclosure of the protected health infornnation of which it becomes aware that is not provided for by law, by this contract, or by separate agreement between the parti es. (e) That each party will ensure that any of its subcontractors or agents to whom it provides protected health information received from the other agrees to the same restrictions and conditions that apply to each other with respect to such information. (f) That each party will follow an agreed upon process established to provide access to protected health information to the subject of that information when the other has made any material alteration to the information. This process will include how each party would determine in advance how the other would know or could readily ascertain when a particular individual's protected health information has been materially altered by the other and how it could provide access to such information. This process will establish how each party would provide, access to protected health information to the subject of the information in circumstances where the information is being held by the other. (g) That each party will provide health information to the subject of the information in accordance with the subject's right to access, inspect, copy, and amend their health informaltion. (h) That each party will make available to the other its internal practices, books and records relating to the use, disclosure, and tracking of disclosure of protected health information received from the other or its agents for the purposes of enforcing compliance with HIPAA. (i) That each party will assist the other in meeting its obligation to provide, at an individual's request, an accounting of all uses and disclosures of personal health information which are not related to treatment, payment, or operations within 60 days of the request of an accounting. (j) That each party will incorporate any amendments or corrections to protected health information when notified by the other that the information is inaccurate or incomplete. 39 01/2007 Agreement PE-729 (k) That at the termination of this contract, unless a new contract is agreed upon, each party will return or destroy all protected health information received from the other that it still maintains in an), form. (I) That either party may terminate this contract if it learns that the other has repeatedly violated a term of this contract provision. (m) That each party will disclose only the minimum amount of information necessary to accomplish the permitted use of the protected health information. This minimum use requirement does not apply to information provided for treatment or to disclosures required bylaw. (n) That each party will limit the use and disclosure of protected health information to the minimum number of employees necessary by class of employee and type of information to accomplish the permitted use of the information. (0) That each party will meet at least the minimum security requirements for the protection of protected health information as required by HIPAA. (p) That each party is bound by the terms of the "Notice of Practices" of the other with regard to protected health information it receives from the other. 40