Health Plan Services

Page 1 of 7 RFP No. 02-20/TW Independent Auditing Services ADDENDUM NO. 1 ADDENDUM NO. 1 www.duvalschools.org/purchasing Issue Date: September 20, 2019 Phone: 904-858-4859 Buyer: Terrence Wright Bid Number: RFP No. 02-20/TW Bid Title: Independent Auditing Services Term of Bid: Date of award through December 31, 2024 with renewal options Opening: Thursday, October 3, 2019, 2:00 p.m. (EDT). Bids received prior to this date and time will be opened in the Conference Room and may not be withdrawn for 120 days after opening. All bids received after the specified date and time will be returned unopened. The addendum shall serve to amend, replace and append information provided to potential respondents in the original RFP package. To assist in the development of their responses, interested firms are encouraged to carefully review the information found in this addendum and on any additional enclosed

documents. Purpose: To answer questions received in accordance with this RFP. Questions and Answers Carr, Riggs & Ingram, LLC Questions 1. Question: Does the District prepare the CAFR or do the auditors? Answer: The District prepares the CAFR 2. Question: What dates were the last 3 year’s audit reports issued? Answer: Fiscal Year 2017/18 December 28, 2018 Fiscal Year 2016/17 March14, 2018 Fiscal Year 2015/16 February 27, 2017 3. Question: Did the current auditor provide any additional services outside the scope of the audit during the last 3 years and if so, what were those services and the related fees? Answer: No 4. Question: What has the District budgeted for audit services? Answer: $205,000.00 http://www.duvalschools.org/purchasing http://www.duvalschools.org/purchasing Page 2 of 7 RFP No. 02-20/TW Independent Auditing Services ADDENDUM NO. 1 5. Question: What were the total fees paid for auditing services for the past three years? Answer: Fiscal Year 2017/18 $205,000.00 Fiscal Year 2016/17 $205,000.00 Fiscal Year 2015/16 $0.00 (Performed by Auditor General Office) 6. Question: Is the District’s current auditor eligible to propose? Answer: Yes 7. Question: Approximately how many auditor entries were proposed for each of the previous 3 years? Answer: There were no audit adjustments for the previous 3 fiscal years 8. Question: Have there been any significant changes in the District’s management in the prior 3 years? Answer: Superintendent hired July 1, 2018 Chief Financial Officer hired February 7, 2018. 9. Question: What is the reason for considering a change in auditors? Answer: Contract expiration 10. Question: How long have the current auditors been auditing the District? Answer: Contract was awarded December 7, 2010 for a 5-year term and included three (3) 1-year renewals that were exercised 11. Question: What auditor attributes are most appreciated by the District? Answer: Please see the criteria outlined in Section 10 along with the points associated with them 12. Question: What is one area the District would prefer improvements with the auditor or audit processes? Answer: Any changes the District felt were needed, were incorporated in the RFP document 13. Question: Will the District use a different auditor for the internal accounts audit than the firm selected to perform District’s audit? Answer: The District’s internal audit staff performs the internal accounts audits 14. Question: When will final trial balances and audit support schedules be available for audit planning purposes? Answer: Final trial balances and audit support schedules are available in August/September subsequent to year-end 15. Question: Does the District anticipate any significant changes in programs, processes or personnel during the current year? Answer: No significant changes are anticipated Page 3 of 7 RFP No. 02-20/TW Independent Auditing Services ADDENDUM NO. 1 RSM US LLP Questions: 16. Question: Bonds are typically required for construction projects rather than professional services. Given the nature of the services requested in the District’s RFP, is the clause contained the proposal bond a mandatory requirement? Answer: The District considers the proposal bond to be an important element of assurance for the District. Therefore, the requirement, as described in Section 9.0 remains as originally written. The proposal bond is equivalent to a bid bond commonly submitted in response to an Invitation To Bid (ITB) and surety companies maintain industry-standard forms for this purpose 17. Question: What is the reason for considering a change in auditors? Answer: Contract expiration o How long did the previous auditors serve the District? Answer: Contract was award December 7, 2010 for a 5-year term and included three (3) 1-year renewals that were exercised 18. Question: When going thru the auditor selection process, what are the most important attributes you are looking for and what was the primary reason for the selection of the current auditors? Answer: Please see the criteria outlined in Section 10 along with the points associated with them o What qualifications/characteristics did the District appreciate the most about their current auditors or look for the future auditors? Answer: The District expects the contracted firm to deliver a well-planned, adequately staffed audit that provides a team knowledgeable of Federal State, and Local regulations o For what areas does the District see as an opportunity for improvement for future audit engagements? Answer: Any changes the District felt were needed were incorporated in the RFP document 19. Question: What was the typical audit engagement timeline, duration and staffing levels (e.g., number and level, such as partner, manager, senior, staff etc.) for the fiscal year 2018 engagement, specifically for: o Interim fieldwork prior to fiscal year-end, if applicable? Answer: For interim, substantive, and final field work, our engagement was usually assigned one audit partner, one audit manager/senior (on-site auditor in charge), and usually 2-4 on-site auditors o Final or substantive fieldwork subsequent to fiscal year-end? Answer: For interim, substantive, and final field work, our engagement was usually assigned one audit partner, one audit manager/senior (on-site auditor in charge), and usually 2-4 on-site auditors Page 4 of 7 RFP No. 02-20/TW Independent Auditing Services ADDENDUM NO. 1 o Approximately how many hours were auditor in the field? Answer: For the 2017-2018 audit, we were invoiced a total of 1,400 hours 20. Question: When will the final trial balance and audit support schedules be available for auditors for planning purposes? Answer: Final trial balances and audit support schedules are available in August/September subsequent to year-end 21. Question: Did the District engage their previous or other independent accountants to perform additional services and, if so, what was the nature of such services and what were the fees paid for those services? Answer: No 22. Question: Approximately how many auditor-generated journal entries are made each year? Answer: There were no audit adjustments for the previous 3 fiscal years 23. Question: Are there any other major transactions/activities planned that may affect the fiscal year-ending 2019 or subsequent years’ engagements, e.g., planned major capital projects, IT/system implementations, bond issuances, etc.? Answer: Other than the proposed sales tax referendum, for fiscal year-ending 2019 and subsequent fiscal years, there are no anticipated major transactions/activities that would affect the engagement. 24. Question: Is a copy of the issued fiscal year 2018 CAFR and single audit report available? Answer: A copy of the District’s Comprehensive Annual Financial Report (CAFR) for 2017-18 is available for review on the District’s Website at https://dcps.duvalschools.org/Page/10243 25. Question: May we obtain a copy of the most recent Independent Auditor’s Management Letter in accordance with the Rules of the Auditor General? Answer: Please see page 203 of the District’s Comprehensive Annual Financial Report (CAFR) for 2017-18 available on the District’s Website at https://dcps.duvalschools./Page/10243 26. Question: How much did the District pay for audit fees for the CAFR and single audits for the past five years? Answer: Fiscal Year 2017/18 $205,000.00 Fiscal Year 2016/17 $205,000.00 Fiscal Year 2015/16 $0.00 (Performed by Auditor General Office) Fiscal Year 2014/15 $205,000.00 Fiscal Year 2013/14 $205,000.00 o Were there increases to the originally agreed-upon fees for out of scope work of additional billings? If yes, how much were the increases and what was the reason for the increases? https://dcps.duvalschools.org/Page/10243 https://dcps.duvalschools./Page/10243 Page 5 of 7 RFP No. 02-20/TW Independent Auditing Services ADDENDUM NO. 1 Answer: There were no increases to the originally agreed-upon fees. There were fees for additional services related to the reissuance of the 2011-2012 CAFR ($5,000) and to the assembly of the 2012-2013 CAFR ($9,727.50) 27. Question: What is the amount budgeted for the fiscal year-end 2020 engagement? Answer: $205,000.00 28. Question: What management and accounting systems does the District use, e.g., cash collections, data management, financial, assets, financial report, etc.? Answer: SAP o Will a download of trial balance financial and budgetary information be available? Answer: Yes 29. Question: Who are the current members of the District’s Audit Committee and who will serve on the selection committee? Answer: Per Board Policy 2.35, Board Committees, the Audit Committee shall consist of the entire Board acting as a committee-of -the-whole. Any Board member may serve on the selection committee permitting no scheduling conflicts. Pease be reminded of Section 3.0 EX PARTE COMMUNICATION 30. Question: Do you currently use an SBE/M/WBE firm? If so, what is the name of that firm and what percentage of the audit were they responsible for? Answer: Currently, a SBE/M/WBE firm is not being used Cherry Bekaert LLP Questions 31. Question: The RFP provides composite Federal Forms in Exhibit 2, which appear to require signatures. However, signed copies of the forms are not included in the list of items to be returned with the proposal on page 2 of the RFP, or in section 10.0 defining the proposal format and evaluation criteria. Which, if any, of the Exhibits provided in the RFP should be signed and returned as attachments to our proposal? Answer: The Federal Forms in Exhibit 2 are required to be signed by the awarded contractor. They are not a requirement to be returned with the proposal. However, they will need to be signed by the awarded contractor prior to the execution of a contract. The Evaluation Worksheet (Exhibit 1) is also not required to be returned with the proposal Purvis Gray & Company Questions 32. Question: When does interim and final field work typically take place? Answer: Interim – April/May, Final - September 33. Question: What is the earliest date the books will be closed, and the auditors can begin year-end field work? Page 6 of 7 RFP No. 02-20/TW Independent Auditing Services ADDENDUM NO. 1 Answer: Generally, the first week of August 34. Question: What were the amounts paid for audit services for the last two fiscal years? Please separate between the Basic Audit of the Financial Statements and the Single Audit. Answer: Financial Audit: $160,000.00 Single Audit: $45,000.00 35. Question: What were the total number of audit hours incurred in the last two fiscal year audits? Please provide by staffing level, if available. Answer: For interim, substantive, and final field work, our engagement was usually assigned one audit partner, one audit manage/senior (on-site auditor in charge), and usually 2-4 on-site auditors. For the 2017-18 audit, we were invoiced a total of 1,400 hours. For the 2016-17 audit, we were invoiced a total of 1,400 hours 36. Question: Were there a significant number of audit adjustments during the past two fiscal years? Answer: None 37. Question: Are there any anticipated changes in the District’s key accounting staff expected in the next five years? Answer: In the next five years, we anticipate that two Directors will retire 38. Question: Will the CAFR be prepared by District management or the auditor? Answer: CAFR will be prepared by the District 39. Question: Is a separate audit report issued for the internal accounts? If so, can we review the report for the last two fiscal years? Answer: 2016-2017 – Agenda item https://duvalcosb.civiclerk.com/WebGenFile.aspx?ar=645, Attachment https://duvalcosb.civcclerk.com/WebGenFile.aspx?ad=15352 2017-2018 – Agenda item https://duvalcosb.civiccler.com/Web/GenFile.aspx?ar=1479, Attachment https://duvalcosb.civicclerk.com/WebGenFile.aspx?ad=16470 2018-2019 pending approval November Regular Board Meeting 40. Question: Is there a separate engagement to audit the internal accounts? Answer: The District’s internal audit staff performs the internal accounts audits 41. Question: Are there expected changes to the District’s financial accounting system in the next five years? Answer: At this time, there are no expected changes 42. Question: Are there significant changes in the financial operations of the District expected in the next five years? Answer: At this time, there are no expected changes https://duvalcosb.civiclerk.com/WebGenFile.aspx?ar=645 https://duvalcosb.civcclerk.com/WebGenFile.aspx?ad=15352 https://duvalcosb.civiccler.com/Web/GenFile.aspx?ar=1479 https://duvalcosb.civicclerk.com/WebGenFile.aspx?ad=16470 Page 7 of 7 RFP No. 02-20/TW Independent Auditing Services ADDENDUM NO. 1 43. Question: Does the internal auditor of the District typically provide assistance to the external auditor during the performance of their audit? If so, approximately how many hours of assistance? Answer: Section 2.2 I of the RFP states the following: o Support Personnel – Support personnel will be made available by the District to provide assistance, such as identifying locations of required records, gathering needed documentation and supporting information and such other tasks that will serve to expedite the audit, with the understanding that support personnel must be given consideration to effectively perform the day-to-day requirements of their positions. RFP No. 02-20/TW Independent Auditing Services REQUEST FOR PROPOSALS (RFP) RFP NO. 02-20 /TW Independent Auditing Services RFP Release Date: September 11, 2019 Deadline for Written Questions: September 19, 2019, 4:00 p.m. (EDT) Proposals Opened: October 3, 2019, 2:00 p.m. (EDT) Committee Evaluation: October 16, 2019 Presentations: October 28, 2019 (if deemed necessary) Board Award: December 2019 DUVAL COUNTY PUBLIC SCHOOLS Purchasing Services Department 1701 Prudential Drive Jacksonville, Florida 32207 http://www.duvalschools.org/dcps Page 1 of 33 RFP No. 02-20/TW Independent Auditing Services ATTACHMENT A Duval County Public Schools www.duvalschools.org 1701 Prudential Drive PHONE: (904) 390-2000 Jacksonville, FL 32207-3235 TDD: (904) 390-2898 Purchasing Services PH: (904) 858-4848 1701 Prudential Drive FAX: (904) 858-4868 Jacksonville, FL 32207-3235 Request for Proposals (RFP) Required Response Form INDEPENDENT AUDITING SERVICES RFP No. 02-20/TW This response must be submitted to Duval County Public Schools, Purchasing Services, 1701 Prudential Drive, Jacksonville, FL 32207, no later than 2:00 p.m. EDT on Thursday, October 3, 2019, and plainly marked RFP No.02-20/TW. Responses are due and will be opened at this time. Responses received after 2:00 p.m. EDT on the date due will not be considered. Anti-Collusion Statement / Public Domain I, the undersigned vendor have not divulged, discussed, or compared this proposal with any other vendors and have not colluded with any other vendor in the preparation of this proposal in order to gain an unfair advantage in the award of this proposal. I acknowledge that all information contained herein is part of the public domain as defined in the Public Records Act, Chapter 119, F.S. Proposal Certification I hereby certify that I am submitting the following information as my company's response and understand that by virtue of executing and returning with this response this REQUIRED RESPONSE FORM, I further certify full, complete, and unconditional acceptance of the contents of all pages, inclusive of this Request for Proposal, and all appendices/attachments and the contents of any Addendum released hereto. VENDOR (firm name): STREET ADDRESS: CITY & STATE: PRINT NAME OF AUTHORIZED REPRESENTATIVE: SIGNATURE OF AUTHORIZED REPRESENTATIVE: TITLE: DATE: CONTACT PERSON: CONTACT PERSON'S ADDRESS: TELEPHONE: FAX: TOLL FREE: INTERNET E-MAIL ADDRESS: INTERNET URL: VENDOR TAXPAYER IDENTIFICATION NUMBER: NOTE: Entries must be completed in ink or typewritten. An original manual signature is required. http://www.duvalschools.org/dcps http://www.duvalschools.or/#g Page 2 of 33 RFP No. 02-20/TW Independent Auditing Services ITEMS TO BE RETURNED WITH PROPOSAL: 1. Required Response Form – Attachment A Page 1 of 33 2. Fee Schedule – Attachment B 3. Additional Services Hourly Billing Rate – All information required in Attachment C (clearly label documentation submitted as Attachment C) 4. Office of Economic Opportunity Proposed Schedule of Participation – Attachment D 5. Proposal Bond Note: In accordance with section 4.3, please submit proposal as follows: 1. One (1) manually signed original 2. Two (2) photocopies of original 3. Nine (9) USB Flash Drives in .pdf format Proposals to be delivered to: 1701 Prudential Drive Jacksonville, Florida 32207 Page 3 of 33 RFP No. 02-20/TW Independent Auditing Services DUVAL COUNTY PUBLIC SCHOOLS RFP: INDEPENDENT AUDITING SERVICES RFP No. 02-20/TW INDEX 1.0 Introduction 2.0 District Objectives/Scope of Services 3.0 Ex Parte Communication 4.0 Preparation and Submission Requirements 5.0 Familiarity With District and Additional Information 6.0 Time Schedule 7.0 District’s Rights and Reservations 8.0 Minimum Eligibility Requirements 9.0 Bonds 10.0 Proposal Format and Evaluation Criteria 11.0 Proposal Evaluation Process 12.0 Replacement of Contractor Staff 13.0 Cancellation of Award/Termination 14.0 Default 15.0 Legal Requirements 16.0 Federal and State Tax 17.0 Conflict of Interest 18.0 Insurance Requirements 19.0 Indemnification/Hold Harmless Agreement 20.0 Public Records Law 21.0 Permits and Licenses 22.0 Public Entity Crimes 23.0 Assignment of Contract and/or Payment 24.0 Agreement 25.0 Dispute 26.0 Disclaimer 27.0 Office of Economic Opportunity (OEO) Encouragement Page 4 of 33 RFP No. 02-20/TW Independent Auditing Services ATTACHMENTS: A. Required Response Form – Page 1 of 33 B. Fee Schedule – Attachment B C. Additional Services Hourly Billing Rate – Attachment C D. Office of Economic Opportunity Proposed Schedule of Participation – Attachment D EXHIBITS: 1. Evaluation Worksheet 2. Composite Federal Forms Page 5 of 33 RFP No. 02-20/TW Independent Auditing Services DUVAL COUNTY PUBLIC SCHOOLS RFP: INDEPENDENT AUDITING SERVICES RFP No. 02-20/TW 1.0 INTRODUCTION: 1.1 Purpose: The purpose and intent of this Request for Proposals (“RFP”) is to seek proposals from interested, available, and qualified firms to provide external INDEPENDENT AUDITING SERVICES. An agreement will then be entered for the selected firm (“Contractor”) to provide the described services for Duval County Public Schools (“DCPS” or the “District”). At this time, the seven members of the Duval County School Board constitute the “Auditor Selection Committee.” In accordance with F.S. 218.391, the Auditor Selection Committee will review the proposals received in response to this RFP and make a recommendation to the School Board for the selection of the contracted independent certified public accounting firm. It is also anticipated that, in performing its duties, the awarded independent certified public accounting firm would have substantial interaction with the Auditor Selection Committee. This interaction will include, but not be limited to, reviewing the scope of services, discussing the results of the audit, discussing the findings presented in the management letter issued by the firm and the responses of the District administration thereto and other matters as determined by the Auditor Selection Committee. 1.2 General Information about District Schools: The District and its governing board were created pursuant to Section 4, Article IX of the Constitution of the State of Florida. The District is an independent taxing and reporting entity managed, controlled, operated, administered, and supervised by the District’s school officials. The Board consists of seven elected officials responsible for the adoption of policies, which govern the operation of the District. The Superintendent of Schools is responsible for the administration and management of the schools within the applicable parameters of State and Federal laws and regulations, State Board of Education Rules, and School Board policies. The Superintendent is also specifically delegated the responsibility of maintaining a uniform system of records and accounts in the District. The District is coterminous with Duval County, which covers 850 square miles and operates 171 facilities, including administrative areas, elementary schools, middle schools, high schools and specialized schools. The District serves approximately 128,000 students (the student population changes annually). It is the second largest employer in Jacksonville with approximately 11,800 full-time staff (approximately 8,300 teachers) at 99 elementary schools, 3 grades K-6 schools, 2 grades K-8 schools, 24 middle schools, 2 grades 6-12 schools, 19 high schools, 6 exceptional student centers, 1 virtual school, 7 alternative schools, 33 charter schools, and additional administrative facilities. The charter schools have separate audits and are not included as a part of this RFP. However, the charter schools are considered discretely presented component units and are included in the District’s Comprehensive Annual Financial Report. Page 6 of 33 RFP No. 02-20/TW Independent Auditing Services A copy of the District's Comprehensive Annual Financial Report (CAFR) for 2017-18 is available for review on the District’s Web site at https://dcps.duvalschools.org/Page/10243. Proposers are encouraged to thoroughly review the information contained therein in order to become familiar with the District and its operations. The District currently utilizes SAP for budgeting, accounting, payroll, accounts payable, warehouse inventory, assets management, purchasing, and human resources. The administration of this Contract is a function of the District’s Internal Board Auditor. All post-award communications shall be directed to the Executive Director, Internal Board Auditor. For more information about the District, please visit www.duvalschools.org on the internet. 2.0 DISTRICT OBJECTIVES / SCOPE OF SERVICES: 2.1 Objective: The District wishes to receive proposals for selection of an independent certified public accounting firm to provide external independent auditing services to the District from the date of award through December 31, 2024 in accordance with Section 218.39, Florida Statutes and as defined in Chapter 10.800, Rules of the Auditor General. Presently both the Financial Audit and the Single Audit for the fiscal years ending June 30, 2019 and 2022 are scheduled to be conducted by the Office of the Auditor General (the “Auditor General”). However, respondents shall include pricing for these audits in the event there is a modification to the Auditor General’s schedule. 2.2 Scope of Services: A. Annual Examinations - The Contractor selected as a result of this RFP shall provide independent auditing services to the District to examine the financial statements of the District, beginning with the financial statements for fiscal year ending June 30, 2020 and ending after the completion and submission of the audit report for the fiscal year ending June 30, 2024, with the exclusion of the years that audits will be conducted by the Auditor General. The annual examinations by the proposer shall include, but not be limited to, the following: 1. Financial Audit - In those years in which the Financial Audit is not performed by the Auditor General, the contracted CPA firm will perform a Financial Audit in accordance with generally accepted auditing standards, government auditing standards, Title 2, Chapter 2, Part 200, Code of Federal Regulations Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (including necessary filings) and Florida Statutes. The primary purpose of the audit is to express an opinion on the financial statements of the District. The examination and procedures related hereto contemplate the review of a Comprehensive Annual Financial Report (CAFR) if and when it is prepared by the District. The audit procedures used should be sufficient to enable the proposer to express an opinion on the fairness with which the financial statements present the financial position of the District and the results of its operations and the cash flows of its proprietary fund types in accordance with generally accepted accounting principles. In addition, such procedures should be adequate to determine whether the operations of the District were properly conducted in accordance with legal and regulatory requirements, including Florida Statutes, State Board of Education Rules, Federal laws and School Board policies and procedures. https://dcps.duvalschools.org/Page/10243 http://www.duvalschools.org/ Page 7 of 33 RFP No. 02-20/TW Independent Auditing Services 2. Review of Internal Controls - An evaluation is to be made of the system of internal controls, including the control environment, accounting systems and specific control procedures, to assess the extent to which the controls can be relied upon to ensure accurate information, to ensure compliance with applicable laws and regulations, and to provide for efficient and effective operations. In order to assess the control risk, the Contractor shall perform tests of controls and properly document its assessment. Reportable conditions shall be communicated in writing in accordance with applicable Statements of Auditing Standards issued by the American Institute of Certified Public Accountants and generally accepted auditing standards. 3. Management Letter - A management letter will be issued in compliance with the Rules of the Auditor General, Chapter 10.800, that contains significant audit findings which, among other matters, shall include the following material items noted during the performance of the audit: a. A statement as to whether or not corrective actions have been taken to address findings and recommendations made in the preceding financial audit report, not otherwise addressed in the auditor’s report pursuant to Rule 10.806(2)(b) or (c). If an audit finding in the preceding financial audit report is uncorrected, the auditor shall determine whether the finding was also included in the second preceding fiscal year financial audit report. Uncorrected findings in the current fiscal year audit report shall cite the finding reference numbers used in the preceding and, as applicable, the second preceding fiscal year financial audit reports. b. A statement describing the results of the auditor’s determination pursuant to Rule 10.805(6) as to whether or not the district school board has met one or more of the conditions described in Section 218.503(1), Florida Statutes, and identification of the specific condition(s) met (also see Rule 10.807(1)). c. Any recommendations to improve the district school board’s financial management. d. Noncompliance with provisions of contracts or grant agreements, or abuse, that have occurred, or are likely to have occurred, that have an effect on the financial statements that is less than material but which warrants the attention of those charged with governance. Note: Fraud, noncompliance with provisions of laws or regulations and contracts or grant agreements, or abuse that does not warrant the attention of those charged with governance, or internal control deficiencies that are not material weaknesses or significant deficiencies may be reported in the management letter based on professional judgment. e. The following information regarding the auditor’s application of financial condition assessment procedures pursuant to Rule 10.805(7): (1) A statement that the auditor applied financial condition assessment procedures pursuant to Rule 10.805(7). (2) If a deteriorating financial condition(s) is noted, a statement that the district school board’s financial condition is deteriorating and a description of conditions causing the auditor to make this conclusion. If the auditor has reported that the district school board Page 8 of 33 RFP No. 02-20/TW Independent Auditing Services has met one or more of the conditions specified in Section 218.503(1), Florida Statutes, this statement shall indicate whether such condition(s) resulted from a deteriorating financial condition(s). Findings regarding deteriorating financial condition(s) shall be prepared in accordance with Rule 10.806(3). f. A statement describing the results of the auditor’s determination pursuant to Rule 10.805(8) as to whether or not the district school board prominently posted on its Web site a plain language version of each proposed, tentative, and official budget that describes each budget item in terms that are easily understandable to the public. (See Section 1011.035, Florida Statutes.) The Contractor shall be required to make an immediate written and oral report to the designated School Board Representative(s) of all significant irregularities and any illegal acts as they become known to the Contractor. 4. Data Processing Review – The Contractor will perform a review of internal controls used in the computer environment to ensure (a) the proper development and implementation of applications, (b) the integrity of program and data files, (c) the completeness and accuracy of the accounting records, and (d) the integrity of computer operations. The Contractor shall communicate periodically to staff if reportable conditions in data process review are identified during the engagement. As part of the Management Letter, the Contractor shall report the following information it deems appropriate: • Specific comments in the above areas for the District’s major computer systems • Overall conditions of internal control in computer environment • Significant weakness in internal control in data processing B. Single Audit - In those years in which the Single Audit is not performed by the Auditor General, the contracted CPA firm will perform a Single Audit in accordance with generally accepted auditing standards, Government Auditing Standards issued by the Comptroller General of the United States, the provisions of Title 2, Chapter 2, Part 200, Code of Federal Regulations Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; and the Rules of the Auditor General of the State of Florida in order to report on the Schedule of Expenditures of Federal Awards, on the compliance of the District with laws and regulations and on internal controls, as required by the Single Audit Act. Information related to the Single Audit, including the Schedule of Federal Financial Assistance, findings and recommendations, and auditor's report on the internal control structure and compliance with applicable laws and regulations will be included in a separate report, when completed. C. In-Relation-To Report - The District receives Truancy and Drivers’ Ed grants which are included as a separate report in the Comprehensive Annual Financial Report and must be included as part of the financial audit. D. Continuing Education – Provide at least 16 hours of CPE each year for District employees that either account for or audit the records of the school system. The seminars will be at no cost to the District or its employees. Page 9 of 33 RFP No. 02-20/TW Independent Auditing Services E. Additional Services - If, during the contractual period, additional services are needed, the Contractor may, at the option of the District, be engaged to perform these services. The Contractor shall, upon receipt of a written request from the Superintendent or designee, perform such additional services. Such services, if offered by the Contractor, may include, but not be limited to: 1 Management advisory services; 2. Tax consulting services; 3. Actuarial consulting services; 4. Assistance in the preparation of or performance of extended audit procedures; 5. Assistance in the preparation of or performance of procedures required by Bond Counsel in connection with the issuance of Official Statements; and 6. Any additional “In Relation To” reports requested by the district not included in the Comprehensive Annual Financial Report. All additional work will be documented by written and signed engagement memoranda to be approved by the Superintendent or designee. The Contractor will be compensated in accordance with the schedule of fees established as a result of the selection process. Any fee for additional services shall be separately negotiated at the time of the engagement for a not- to-exceed amount calculated in accordance with the rates submitted by the proposer on the form that is titled Attachment C. Notwithstanding the foregoing, the District may elect, in its sole discretion to engage a third party to conduct such additional services. F. Time Requirements 1. Commencement of the Audit - The District will have all records for the audit, as well as all appropriate personnel, available to meet with the audit team of the Contractor upon acceptance of the proposal and award by the School Board. 2. Schedule of the Fiscal Year Audit - Each of the following shall be completed no later than the date indicated: a. Audit Plan – No later than April 30 a detailed plan will be provided to the District covering interim and year end audit procedures for the fiscal year ending June 30 of the initial contract year. In each succeeding fiscal year for which audit services will be provided, a detailed plan will be provided to the District by April 30 of that year. b. Fieldwork - For the fiscal year ending June 30 of the initial contract year fieldwork should commence immediately after presentation of the audit plan. For each succeeding fiscal year, fieldwork should commence sufficiently before the end of the fiscal year to ensure that the reporting deadlines outlined below can be met. c. Progress Conferences - Progress conferences will be held with the appropriate District personnel at least bimonthly during the course of the engagement. Such conferences will be held at any time that it appears that: scheduled completion dates may be in jeopardy; the audit detects apparent violations of law or apparent instances of misfeasance, malfeasance or nonfeasance by an employee; information is discovered that indicates that defalcations may reasonably be anticipated; or material weaknesses in internal controls are detected. Page 10 of 33 RFP No. 02-20/TW Independent Auditing Services d. Reporting Deadlines - The audit report, in its final form and including the management letter, shall be completed each year no later than November 15 (or the prior business day, as applicable). The report will be presented to the Auditor Selection Committee at a regularly scheduled meeting, unless the Auditor Selection Committee requests such presentation at an earlier-scheduled special meeting. e. Provide periodic reports to the District assessing the impact of any significant regulatory (Accounting Standards) changes and accounting or reporting developments proposed by the Financial Accounting Standards Board / Governmental Accounting Standards Board or any other significant financial / accounting matters that may affect the District. G. Invoicing for Work/Progress Billing - In consideration of the size of the fees to be generated and the probable length of the audit engagement for each fiscal year, progress billing will be permitted on a percentage of completion basis. To determine progress, the Contractor will prepare, as part of the Audit Plan (as set forth in subsection E above), an estimate of total hours required to complete the engagement. Progress will be determined by comparing the hours incurred to date to the estimated total hours for the engagement. A listing of hours incurred and a description of the work corresponding to such hours shall accompany the invoice in support of this calculation. Progress billings may be rendered no more frequently than monthly during the course of the engagement. The final payment will be paid upon resolution of any open issues or delivery of any remaining items. H. Working Papers - In all cases, the Contractor will retain all working papers for a period of three (3) years and will provide the District and/or its assignees access, free of charge, to any or all work papers for a period of three (3) years. I. Support Personnel - Support personnel will be made available by the District to provide assistance, such as identifying locations of required records, gathering needed documentation and supporting information and such other tasks that will serve to expedite the audit, with the understanding that support personnel must be given consideration to effectively perform the day-to-day requirements of their positions. J. Inclusion - If any services, functions or responsibilities not specifically described in this RFP are necessary for the proper performance and provision of the Services, they shall be deemed to be implied by and included within the scope of the Services to the same extent and in the same manner as if specifically described herein. This section includes, but is not limited to, any additional expenses to be incurred by the Contractor in relation to the Services (an example includes expenses incurred by the Contractor if any State or Federal agency requires any external review – such as quality control – of the Contractor’s Services conducted for the District). 2.3 Contract Term: The District shall select a Contractor to provide INDEPENDENT AUDITING SERVICES as herein described for the District commencing from the date of award through December 31, 2024 (subject, however, to availability of lawfully appropriated funds for each District fiscal year). The Contract may thereafter be renewed, in writing, for three (3) additional one (1) year periods, on the same terms and conditions, at the sole discretion of the District. The fee structure of the Contract shall remain firm for the entire contract term including any and all renewal periods. 3.0 EX PARTE COMMUNICATION: Ex parte communication, whether verbal or written, by any potential Respondent or representative of Page 11 of 33 RFP No. 02-20/TW Independent Auditing Services any potential Respondent to this RFP with District personnel involved with or related to the RFP, other than as designated in this document, is strictly prohibited. Violation of this restriction may result in the rejection/disqualification of the Respondent’s proposal. Ex parte communication, whether verbal or written, by any potential Respondent or representative of any potential Respondent to this RFP with Board members is also prohibited and will result in the disqualification of the Respondent. Notwithstanding the foregoing, communications are permissible by this Section when such communications with a prospective Respondent are necessary for, and solely related to, the ordinary course of business concerning the District’s existing contract(s) for the materials or services addressed in this RFP (but in no event shall any existing vendor intending to submit a proposal initiate communications to any member(s) of the School Board of Duval County, Florida; it being understood such communication initiated by a vendor under these circumstances would not be in the ordinary course of business). 4.0 PREPARATION AND SUBMISSION REQUIREMENTS: 4.1 Proposals not conforming to the instructions provided herein will be subject to disqualification at the sole option of the District. 4.2 All proposals must be received no later than 2:00 p.m. (EDT), on Thursday, October 3, 2019. Official time for the purpose of RFP opening will be calibrated using http://www.timeanddate.com/worldclock/results.html?query=jacksonville. If a proposal is transmitted by US Mail or other delivery medium, the Proposers(s) will be responsible for its timely delivery to Purchasing Services, 1701 Prudential Drive, Jacksonville FL 32207. Any proposal received after the stated time and date or at another location will not be considered. 4.3 One manually signed original, two (2) photocopies of original, and nine (9) copies on USB Flash Drive. (9 USB Flash Drives to be submitted) of the complete proposal must be sealed and clearly labeled "REQUEST FOR PROPOSAL: INDEPENDENT AUDITING SERVICES" on the outside of the package. The legal name, address, Proposer’s contact person, and telephone number must also be clearly annotated on the outside of the package. The manually signed original shall be marked as “ORIGINAL”. Once accepted, all original proposals and any copies of proposals become the sole property of the District and may be retained by the District or disposed of in any manner the District deems appropriate. All proposals must be signed by an officer or employee having authority to legally bind the Proposer(s). Any corrections of unit prices must be by line-outs of the original prices with correct amounts typed or written in and initialed by the originator. Corrections made using correction fluid (white out) or any other method of correction are unacceptable. NOTE: It is the sole responsibility of each respondent to assure all proposal copies are EXACT duplicates of the original proposal. USB Flash Drives will be utilized by the Auditor Selection Committee for the purpose of evaluation of proposals. Any information contained in the original proposal which has not been transferred to the USB Flash Drive or photocopies will NOT be considered. The original document will be used solely for official https://urldefense.proofpoint.com/v2/url?u=http-3A__www.timeanddate.com_worldclock_results.html-3Fquery-3Djacksonville&d=DQMFAg&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=LK24Vt5YsbyRjurOMAuQ5yAEinvr8oN7T9yeMkZrCMo&m=speK1URP25MrTnirmFMtOJA7tppGm628odAFJvXaHxQ&s=KkoIsemYwyfhpbBk-p1An1l32uTVF5XzYeORB7hQldQ&e= Page 12 of 33 RFP No. 02-20/TW Independent Auditing Services record keeping purposes. 4.4 Potential Proposers shall not contact, by written or verbal communication, any District employee for information regarding this RFP other than as expressly permitted by this RFP. Additions, deletions or modifications to information contained in the RFP document will be presented to all potential Proposers by means of a written addendum, if necessary. No verbal or written information which is obtained other than by information in this document or by addendum to this RFP will be binding on the District. Any questions or requests for clarification regarding this RFP shall be submitted to Terrence Wright, Purchasing Services in writing via e-mail at wrightt@duvalschools.org. The deadline for such questions or requests will be 4:00 p.m., EDT on Thursday, September 19, 2019, unless otherwise extended in writing by the District. Questions or requests for clarification received after the deadline will NOT be addressed. Note that Proposers are requested to submit questions regarding this RFP for the District’s clarification via issued Addenda, instead of Proposer’s taking exceptions to any terms or conditions of this RFP within the submitted proposal. 4.5 Any proposal may be withdrawn prior to the date and time the proposals are due. Any proposal not withdrawn will constitute an irrevocable offer, for a period of one hundred twenty (120) days, to provide the District ample time to award the Contract for the services specified in the proposal and this RFP. Concurrent with the delivery of the Proposer’s proposal, the Proposer shall also irrevocably deliver a completed and properly signed Attachment A. Upon completion of the award process and within three (3) business days of the School Board’s completion of the award process at its duly called meeting, the required insurance certificate must be delivered. (see Section 18.0 of this RFP). 5.0 FAMILIARITY WITH DISTRICT AND ADDITIONAL INFORMATION: Proposers should become familiar with any local conditions which may, in any manner, affect the services required. The Proposers(s) is/are required to carefully examine the RFP terms and to become thoroughly familiar with any and all conditions and requirements that may in any manner affect the work to be performed under the Contract. No additional allowance will be made due to lack of knowledge of these conditions. Submission of a proposal shall constitute acknowledgement by the Proposers that it is familiar with all conditions. The failure to familiarize itself with the sites shall in no way relieve him or her from any obligations with respect to the proposal. 6.0 TIME SCHEDULE: The District will attempt to adhere to the following time schedule: Wednesday, September 11, 2019, RFP Release Thursday, September 19, 2019, at 4:00 p.m. (EDT) Deadline for Questions Thursday, October 3, 2019, at 2:00 p.m. (EDT) Proposal Opening Wednesday, October 16, 2019, Auditor Selection Committee Evaluation Monday, October 28, 2019, Presentations (if deemed necessary) December 2019, Board Award Inquiries regarding the status of a proposal must not be made prior to the posting of award recommendation. mailto:wrightt@duvalschools.org Page 13 of 33 RFP No. 02-20/TW Independent Auditing Services The District reserves the right to schedule mandatory pre-proposal conference(s) as necessary to encourage competition and serve to advance the best interests of the District. 7.0 DISTRICT’S RIGHTS AND RESERVATIONS: A. The District reserves the right to accept or reject any or all proposals. B. The District reserves the right to waive any irregularities and technicalities and may at its sole discretion request clarification or other information to evaluate any or all proposals. C. The District reserves the right, before awarding the Contract, to require Proposers(s) to submit additional evidence of qualifications or any other information the District may deem necessary. D. The District reserves the right, prior to its Board approval, to cancel the RFP or portions thereof, without liability to any Proposers or the District. E. The District reserves the right to: (1) accept the proposals of any or all of the items it deems, at its sole discretion, to be in the best interest of the District; and (2) the District reserves the right to reject any and/or all items proposed. F. The District reserves the right to further negotiate any proposal, including price, with the highest rated Proposer. If an agreement cannot be reached with the highest rated Proposer, the District reserves the right to discontinue negotiations and to negotiate and recommend award to the next highest ranked Proposer or subsequent Proposer(s) until an agreement is reached. G. The District reserves the right to require presentations/interviews with the highest ranked respondents. If presentations/interviews are deemed necessary, the District will notify the affected respondents by e-mail not later than seven business days prior to their respective scheduled presentation/interview. 8.0 MINIMUM ELIGIBILITY REQUIREMENTS: In order to be considered for evaluation, the proposers shall demonstrate sufficient capacity, resources and experience to provide complete professional auditing services as required by the District. Any proposer that fails to meet all of the following minimum criteria shall be noted as “non-responsive” and will not be evaluated/scored. At a minimum, each proposer shall provide sufficient documentation to verify that: 1) The firm is a Certified Public Accounting firm in accordance with Section 473.309, Florida Statutes 2) The firm is currently licensed under Section 473.3101, Florida Statutes (see RFP Section 10.0 E). Firms shall provide the current license number issued by the Florida Department of Business & Professional Regulation 3) The firm has conducted Single Audits and/or financial audits for at least three (3) public entities (including at least one [1] Florida school district) within the immediate past four (4) years (see RFP Section 10.0.E) 4) The required proposal bond is submitted (Section 9.0 below) 5) The firm intends to comply with the insurance requirements, if awarded (see RFP Section 18.0) 6) The firm intends to submit all required information set forth in Section 10.0 below Concurrent with the delivery of the Proposer’s proposal, the Proposer shall also irrevocably deliver a completed and properly signed Attachment A (Required Response Form), a completed Attachment B Page 14 of 33 RFP No. 02-20/TW Independent Auditing Services (Fee Schedule), information required in Attachment C – (Additional Services Hourly Billing Rate), a completed and properly signed Attachment D (Office of Economic Opportunity Proposed Schedule of Participation Form), and a proposal bond, as described in Section 9.0 of this RFP. Upon completion of the award process and within three (3) business days of the Duval County School Board’s completion of the award process at its duly called meeting, the successful Proposer shall deliver the required insurance certificate (see Section 18.0 of this RFP). NOTE: The items above must be clearly documented in the proposal. 9.0 BOND: Proposal Bond: As a guarantee that a proposer will enter into the Contract under the terms and conditions set forth in this RFP, all proposers shall submit a proposal bond in the amount of $5,000 made payable to the Duval County School Board, and such proposal bond shall accompany the proposal when submitted. The bond shall be issued by a surety company licensed to conduct business in Florida and approved by the United States Treasury Department. Cash and/or checks of any kind are not acceptable. PROPOSALS RECEIVED WITHOUT THE REQUIRED BOND WILL BE CONSIDERED NON-RESPONSIVE. Return of Proposal Bond: Proposal bonds will be NOT be returned to proposers after the Contract award has been made. The proposal bond of the successful proposer shall remain in full force and effect until execution of the Contract. 10. PROPOSAL FORMAT AND EVALUATION CRITERIA: In order to maintain comparability and enhance the review process, it is required that proposals be organized in the manner specified below. Include all information in your proposal. Proposers are encouraged to provide tab separations for each item. Proposals received which do not address ALL items and sub-items listed in this section may be considered non-responsive. Please refer to the accompanying Evaluation Worksheet (Exhibit 1). A. REQUIRED RESPONSE FORM (Attachment A): Submit with all required information completed and all signatures as specified. No points are assigned to this required item. B. PROPOSAL BOND: As outlined in Section 9.0 C. OEO COMPLIANCE STATEMENT (Attachment D): Submit with all signatures as specified. This is a required submittal.: (5 points) REFER TO SECTION 27.0, OFFICE OF ECONOMIC OPPORTUNITY (OEO) ENCOURAGEMENT. Submit with all required information completed and all signatures as specified. Additionally, include the following information in narrative form: Proposers that are certified with DCPS or the City of Jacksonville with an MBE indicator, at the time of submittal must provide proof of current certification in order to meet the full MBE participation requirements. Proposers not meeting certification requirements above shall provide the following: 1. Proposer’s Supplier Diversity Program (if any). Page 15 of 33 RFP No. 02-20/TW Independent Auditing Services 2. Documentation of Proposer’s previous experience doing business with Small and/or Minority/Woman Businesses. 3. Documentation of experience in submitting with organizations that have a SBE and/or M/WBE program. Indicate the agency name, established and achieved SBE and/or M/WBE goal, along with the contact names and number(s) for verification. 4. Approach to achieve the established overall goal of 5% OEO participation. Your explanation should include, but not be limited to, identifying targeted areas for the solicitation for participation along with a listing of company names you expect to do business. D. EVIDENCE OF MINIMUM ELIGIBILITY: As outlined in Section 8.0. E. QUALIFICATIONS AND EXPERIENCE OF THE FIRM: (20 points) Provide responsive information to each of the following: 1.) Give the location of the office from which the work is to be done and the number of partners, managers, supervisors, seniors and other professional staff employed at that office (the “Home Office”) that will be assigned to the District’s audit; 2.) Describe the computer auditing capability of the firm, including the numbers and classifications of skilled personnel; 3.) Describe specific experience with an SAP ERP system; 4.) Describe the experience of the Home Office in performing each of the following: a) audits of governmental entities, including preparing governmental financial statements in conformance with GASB Pronouncements, Statements and Interpretations; b) Single Audits, c) Internal Accounts audits, d) assistance to clients in preparing the Comprehensive Annual Financial Report for submission to the Association of School Business Officials ("ASBO") or Government Finance Officers Association ("GFOA"); 5.) Describe the school board audit experience of the firm within the State of Florida and in other states; List the school board for which the firm provided services, the specific services provided (see 4 above for the categories of work to be listed), and the fiscal year for which the services were provided; 6.) Indicate the length of time that the firm has provided the services described under 2, 3, 4, and 5 above and to which public entity; 7.) Describe the procedures of the firm for ensuring quality control and the confidentiality of information obtained from clients; 8.) Describe the results of recent external quality control reviews, including the results of desk or field reviews of your audits by Federal or state grantor agencies. Please state whether your most recent external quality control reviews included a review of the quality of specific government audits; 9.) Provide references, including names , current telephone numbers and current e-mail Page 16 of 33 RFP No. 02-20/TW Independent Auditing Services addresses from other Florida school districts or similar agencies for work similar to that required by this RFP; 10.) Indicate how the firm ensures compliance with 61H1-33.0035, Florida Administrative Code, Continuing Professional Education/Governmental Accounting; 11.) Describe any disciplinary action taken against the firm or any individual associated (former or current) with the firm by the State of Florida Board of Accountancy within the last five (5) years; 12.) Describe all material lawsuits that are either threatened or pending/filed against the firm over the last five (5) years and the disposition or status of each of the same (note: “material” is defined as the claim equaling or exceeding $100,000); 3.) Describe current and projected workloads/contractual obligations and how these obligations will impact the firm’s ability to provide the required services during the required timeline described in Section 2.2 F; 14.) Indicate how the firm ensures compliance with applicable independence criteria, including, but not limited to, Government Auditing Standards issued by the Comptroller General of the United States of America (The Yellow Book), Section 473.315, Florida Statutes (Independence) and 61H1-21.001, Florida Administrative Code, Independence. Each respondent shall provide with their proposal a statement that they meet the appropriate criteria for independence. 15.) Provide descriptive information on the firm’s methodology for compliance with Section 473.3101, Florida Statutes (Licensure of firms or public accounting firms) and 61H1-20.001, Florida Administrative Code (Definitions). F. QUALIFICATIONS AND EXPERIENCE OF STAFF: (25 points) Identify the audit team that will be responsible for providing the required audit services, including the partners, managers, supervisors and staff, as well as staff from other than the Home Office, if necessary, for this engagement. Resumes for each partner, manager, supervisor, and staff to be assigned to the audit team shall be submitted and shall include the following information: a. Formal education b. Continuing professional education relative to governmental accounting and auditing c. Experience in private business or government d. Experience in public accounting in general e. Experience in auditing governmental units, including the position held (i.e., partner, manager, supervisor, senior or other position in the engagement) f. Experience in audits of school districts g. Experience in computerized systems in conjunction with d, e, and f, above h. Membership in various national and state governmental accounting boards, committees or associations (past and present) i. Professional recognition, such as Certified Public Accounting licenses, awards, etc. Identify the specific individual who would serve the District on a day-to-day basis as a Page 17 of 33 RFP No. 02-20/TW Independent Auditing Services primary point of contact and be responsible for the work product of the firm. The individual identified shall be available within 24 hours notice by telephone to attend meetings, respond to telephone calls and respond to specific inquiries. G. FIRM’S CAPABILITIES AND APPROACH: (25 points) It is the objective of the District that the successful contractor adequately staff the audit with the appropriate number of experienced and trained personnel to adequately provide the required services in accordance with F.S. 218.391. A trained and experienced manager is required to be active on-site to properly manage and supervise the audit team and daily activities of the audit. Identify the specific individual who would serve the District as the primary on-site person in charge of the Financial Audit and the Single Audit (include individual’s résumé setting forth qualifications and Government Accounting experience). Include a list of staff expected to be assigned on-site to the audit, their position with the firm, the number of years of experience for each assigned staff member, and number of years of Governmental Accounting experience for each assigned staff member. Include an example of the anticipated number of staff assigned to an audit of a District this size, the number of junior auditors, the number of senior auditors, and the level of the lead auditor. Provide a proposed staffing plan (hours and levels) for the various segments of the engagement. Indicate the level of required client-provided information or assistance in performing the financial statement audit and Single Audit. H. COST: (25 points) Complete and submit Fee Schedule (Attachment B). The firm submitting the lowest overall cost fee structure will receive all available points for this category. All other respondents will receive points proportionate to the lowest cost response (ex.- a response that is 20% higher than the lowest submitted cost will receive 20% fewer points). Interviews: (10 points) Once the Auditor Selection Committee (Committee) prepares a subtotal of the scores for the Evaluation Criteria in subsection 10.0 above, the Committee will determine if presentations/interviews are necessary with the top ranked firms. The Committee will decide, in its sole and absolute discretion, the number of top ranked firms to interview. Only those Proposers selected by the Committee to provide presentations/interviews will be eligible for points in this category, and the points awarded by the Committee will be in addition to points assigned in all other Evaluation Criteria. The Proposers selected for the interviews under this section shall be notified in writing, and shall be prepared to make its presentation to the Committee according to the schedule in section 6.0 above. The Committee will determine a uniform set of parameters and information to be presented by the Proposers that are selected. Please note that under no circumstances shall new information be allowed to be introduced during this process and responses shall be limited to information previously included in proposals. 11.0 PROPOSAL EVALUATION PROCESS: Proposals are received and publicly opened. Only names of Proposers are read at this time. The Committee will convene, review and evaluate all proposals submitted based on the factors set forth in the RFP. The Proposer’s complete response will be reviewed and evaluated by the Committee. Page 18 of 33 RFP No. 02-20/TW Independent Auditing Services The Committee reserves the right to interview any or all Proposers and to require a presentation with the key people who will administer and be assigned to work on the contract before recommendation of award. All proposals will be evaluated in accordance with the evaluation criteria specified in this document. Information derived by investigation and overall due diligence of District staff will be considered. Based on the proposals received, the District may elect to proceed based on any of the following options, but will not necessarily be limited only to these options: (1) Award to the best initial proposal without any further discussion or negotiation; (2) Negotiate with the highest ranked Proposer; or, (3) Allow the top ranked Proposers make presentations. Proposers are advised to provide their respective best offer with the initial proposal because the District reserves the right to award a Contract based on initial proposals without further discussion or negotiation. The proposal most advantageous to the District in its sole discretion will be selected. The District reserves the right to negotiate revisions to or removal of unacceptable clauses or restrictions incorporated within an otherwise acceptable proposal. In the event that a mutually acceptable contract between the District and the selected Proposers cannot be successfully negotiated and executed, then the District reserves the right to discontinue negotiations with such Proposers and to negotiate and execute a Contract with the next-ranked Proposers. Note section 4.4 above, where Proposers are requested to submit questions during the addendum process instead of taking exceptions within the proposal to the terms and conditions in this RFP. The District reserves all rights, in its sole discretion, not to issue an award to any Proposers, to cancel this RFP at any time, to reissue this RFP for any reason, or a combination of any or all of the above. The District will not be liable to any Proposer for any costs incurred in connection with this RFP as a result of any of the above stated actions taken by the District. A recommendation agenda item will be submitted to the Superintendent of Schools, Duval County, Florida. The Superintendent will then recommend to the School Board the award or rejection of any and/or all proposal(s). The School Board will then award or reject any or all proposal(s). 12.0 REPLACEMENT OF CONTACTOR STAFF: Replacement personnel must have, at a minimum, credentials equivalent to the individuals whom they replace. Resumes of replacement management personnel may be required to be submitted to the District for review. 13.0 CANCELLATION OF AWARD / TERMINATION: 13.1 Cause: In the event the Contractor, either willfully or unintentionally violates any of the provisions of the Contract, the Superintendent or designee shall give written notice stating the deficiencies. The Contractor shall provide to the District its action plan within two (2) business days after the District’s notification, and the Contractor shall have ten (10) business days after the District’s initial notice to complete the cure set forth in its action plan. Page 19 of 33 RFP No. 02-20/TW Independent Auditing Services 13.2 Convenience: The District, reserves the right to terminate any contract resulting from this RFP, at any time and for any reason, upon giving no less than sixty (60) calendar days prior written notice. If said Contract should be terminated for convenience as provided herein, the District shall be relieved of all obligations under said Contract. Access to any and all work papers will be provided to the District after the termination of the Contract. The parties understand and agree that the Contractor shall in no event have the reciprocal right to terminate the Contract; it being understood that the District’s payments to the Contractor forms the consideration for the District’s termination for convenience not being available to Contractor. In the event of the District’s termination of the Contract, the District (in its sole election) may also require the Contractor to provide the transition assistance as set forth in Section 13.6 of this RFP. 13.3 Breach of contract resulting in termination of the Contractor for cause may result in the Contractor being debarred from future solicitations pursuant to School Board Policy 7.70. 13.4 FORCE MAJEURE: Whenever the Contractor’s place of business, mode of delivery or source of supply has been disrupted by acts of government, God, civic commotion, or war, it shall be the responsibility of the Contractor to promptly send written notice to the District’s Director of Purchasing Services, as to the extent of this disruption and its probable effect upon this Contract. If, in the opinion of the District, the disruption presented is commensurate with the conditions established herein, the District may elect to modify delivery/service timelines, renegotiate the Contract in whole or in part, or cancel all or any portion of the Contract. The Contractor will be given written notification of all decisions made. The decision of the District shall be final, and the District’s objective will be a solution that is mutually beneficial. 13.5 Notwithstanding anything to the contrary herein, each payment obligation of the District created by the Contract is conditioned upon the availability of funds that are appropriated or allocated for the payment of services. If such funds are not allocated and available, the Contract may be terminated by the District at the end of the period for which funds are available. The District shall notify the Contractor at the earliest possible time before such termination. No penalty shall accrue to the District in the event this provision is exercised, and the District shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. 13.6 In order to provide transition assistance to the District in the event that the Contract is terminated or expires, the Contractor agrees that the District may provide written notice to the Contractor retaining the Contractor for a mutually agreed upon period of time (at a minimum of one calendar month, plus five (5) additional calendar months on a month-by-month basis at the District’s sole and unilateral election) on the same terms and conditions set forth in the Contract (the “Transition Assistance”). The provisions of this section will not apply if the Contract is terminated by the Contractor based on an uncured event of default by the District. 14.0 DEFAULT: In the event that the Contractor breaches the Contract, the District reserves the right to seek any and all remedies in law and/or in equity. Page 20 of 33 RFP No. 02-20/TW Independent Auditing Services 15.0 LEGAL REQUIREMENTS: 15.1 It shall be the responsibility of the Contractor to be knowledgeable of and adhere to the requirements of any Federal, State, County and local laws and ordinances, rules and regulations that in any manner affect the items covered herein which may apply. Lack of knowledge by the Contractor shall in no way be a cause for relief from responsibility. Upon award, Contractor shall execute and deliver to the District, concurrent with its signature of the Agreement, the following, all of which shall be incorporated into the Agreement by this reference, and which are attached as composite Exhibit 2: (a) Federal Regulatory Compliance Statement; (b) Drug-Free Workplace Certification; (c) Certification Regarding Debarment, Suspension, and Other Responsibility Matters; and (d) Non-Collusion Affidavit. 15.2 The District is committed to a policy of providing equal job opportunities on public contracts and prohibiting discrimination against any employee, applicant or Subcontractor. Accordingly, Contractor represents and warrants to the District that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor’s performance under the Contract on account of a person’s actual or perceived identity with regard to race, color, religion, gender or gender identity, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her actual or perceived identity with regard to race, color, religion, gender or gender identity, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics, be denied the benefits of, or be subjected to discrimination, or be denied access and services, under any provision of the Contract. 15.3 Respondents affirm by submitting their proposals that they are equal opportunity and affirmative action employers and shall comply with all applicable Federal, State and local laws and regulations including, but not limited to: Executive Order 11246 as amended by 11375 and 12086; 12138; 11625; 11758; 12073; the Rehabilitation Act of 1973, as amended; the Vietnam Era Veterans Readjustment Assistance Act of 1975; Civil Rights Act of 1964; Equal Pay Act of 1963; Age Discrimination Act of 1967; Immigration Reform and Control Act of 1986; Public Law 95-507; the Americans with Disabilities Act; 41 CFR Part 60 and any additions or amendments thereto. 15.4 JESSICA LUNSFORD ACT: The Contractor shall comply with and be responsible for all costs associated with the Jessica Lunsford Act, which became effective on September 1, 2005 (if applicable). The Act states that contractual personnel who are permitted access to school grounds when students are present or who have direct contact with students must meet Level 2 requirements as described in Sections 1012.32, 1012.465 and 1012.467 Florida Statutes and any other applicable Section(s). In 2013, the Florida Legislature amended Section 1012.467 F.S. to create a requirement for a uniform, statewide identification badge to be worn at all times by non-instructional Contractors when on school grounds. The cost of the badge may not exceed ten dollars ($10.00) per badge, per employee. After the implementation of the initial badge, Contractors shall replace the badges concurrently with the re-fingerprinting of employees. The associated cost of the uniform, statewide badge shall be the responsibility of the Contractor. The Contractor shall report, to the Internal Board Auditor, any arrest for a disqualifying offense within forty-eight (48) hours of the arrest. Failure of the Page 21 of 33 RFP No. 02-20/TW Independent Auditing Services Contractor / Contractor’s employee to report an arrest for any disqualifying offense within 48 hours is a felony of the third degree punishable as provided in Section 775.082 or Section 775.083 F.S. 15.5 Other Legal Requirements. All the personnel assigned by the Contractor and any Subcontractor shall be authorized under State and local laws to perform such Services, whether by appropriate license, registration, certification or other authorization. 15.6 Representations and Warranties. 15.6.1 The Contractor warrants that it is a duly formed business entity duly organized and existing in good standing under the laws of the State of its formation and is entitled and shall remain licensed to carry on its business as required for its performance pursuant to the Contract in the State of Florida. The Contractor agrees that it will comply with all rules and regulations of governmental bodies governing its performance under this RFP and the resulting Contract whether or not such specified in the Contract and Exhibits. The Contractor further warrants that the execution and delivery of the Contract and the terms and conditions herein have been duly authorized by proper corporate and/or partnership action (as the case may be). 15.6.2 The Contractor shall comply with all applicable Federal, State and local laws, ordinances, rules, and regulations pertaining to the performance of the Services and all matters pertaining to the Contract, as the same exist and as they may be amended from time to time. 15.6.3 Each Party agrees to continue performing its obligations under the Contract while any dispute is being resolved (except to the extent the issue in dispute precludes performance); provided, however, that any dispute over payment shall not be deemed to preclude performance 15.6.4 Each Party agrees that, in its respective dealings with the other Party under or in connection with the Contract, it shall act in good faith. 15.6.5 Neither Party shall use the name or marks of the other without its express written permission, which may be withdrawn at any time. 15.7 Miscellaneous. The Contract to be awarded pursuant to this RFP shall be further governed by the following: 15.7.1 This RFP and any Contract resulting therefrom shall be interpreted and enforced in accordance with the laws of Florida and it shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. Venue for any action arising out of the Contract shall lie exclusively in the jurisdictional courts in and for Duval County, Florida. 15.7.2 The Contract shall not be construed more strongly against any party regardless of who was more responsible for its preparation. 15.7.3 Except for the provisions requiring Contractor to pay the District’s reasonable attorneys’ fees and costs for any matter arising under Section 19 of the RFP (which shall control), in the event of any other conflict arising from the Contract, each party shall pay its own attorneys’ fees and costs. 15.7.4 In the event any provision specified herein is held or determined by a court of competent jurisdiction to be illegal, void or in contravention of any applicable law, the remainder of the Contract shall remain in full force and effect. Page 22 of 33 RFP No. 02-20/TW Independent Auditing Services 15.7.5 Nothing herein shall be deemed that the District alters, limits, waives, or expands the provisions and limitations of section 768.28, Florida Statutes. Except as otherwise provided by Florida Law, neither the execution of the Contract by the District nor any other conduct, action or inaction of any District representative relating to the Contract is a waiver of sovereign immunity by the District. 15.7.6 The Contract may not be amended or supplemented in any way except in writing, dated and signed by authorized representatives of both parties. 15.7.7 The Article and Section headings and the table of contents used herein are for reference and convenience only and shall not enter into the interpretation hereof. 15.7.8 The Contractor is, and shall at all times be, an independent contractor under the Contract and not an agent of the District. Nothing in the Contract nor any actions taken by or arrangements entered into between the Parties in accordance with the provisions of the Contract shall be construed as or deemed to create as to the Parties any partnership or joint venture. Neither Party shall have any authority to bind or commit the other Party contractually or otherwise to any obligations whatsoever to third parties. 15.7.9 The Contract is entered into solely between, and may be enforced only by, the District and the Contractor, and the Contract shall not be deemed to create any rights in third parties, including suppliers and customers of a Party, or employees of either Party, or to create any obligations of a Party to any such third parties. 15.7.10 Except where expressly provided as being in the discretion of a Party, where agreement, approval, acceptance, consent, or similar action by either Party is required under the Contract, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under the Contract shall not relieve the other Party from responsibility for complying with the requirements of the Contract, nor shall it be construed as a waiver of any rights under the Contract, except as and to the extent otherwise expressly provided in such approval or consent. 15.7.11 The provisions in this RFP and all contract documents, which by their nature are intended to survive the expiration, cancellation or termination of the Contract, including, by way of example only, the Indemnification, Insurance, and Confidentiality provisions, shall survive the expiration, cancellation or termination of the Contract. 15.7.12 All media releases, public announcements, and public disclosures by either Party relating to the Contract or the subject matter of the Contract, including promotional or marketing material, shall be coordinated with and approved by the other Party prior to release. Contractor shall not host or stage events at District locations without receiving prior approval by the District contract administrator. 15.7.13 Time shall be of the essence as to all provisions of the Contract. If any date of significance hereunder falls upon a Saturday, Sunday, or legal holiday, such date shall be deemed moved forward to the next day which is not a Saturday, Sunday or legal holiday. Saturdays, Sundays and legal holidays shall not be considered business or working days. 15.7.14 Every notice, approval, consent or other communication authorized or required by the Contract awarded pursuant to this RFP shall not be effective unless same shall be in writing and sent via hand delivery or overnight delivery (with a receipt), directed to the other party at its address provided below, or directed to the Contractor as established promptly after the award of the Contract pursuant to this RFP. Either Page 23 of 33 RFP No. 02-20/TW Independent Auditing Services party may change the address by written notice to the other party from time to time in accordance herewith: If to District: With copy to: School Board of Duval County, Florida Office of General Counsel 1701 Prudential Drive 1701 Prudential Drive, Room 340 Jacksonville, Florida 32207 Jacksonville, Florida 32207 Phone: (904) 390-2115 Phone: (904) 390-2032 Attn: Superintendent Notwithstanding the foregoing, the parties agree that all communications relating to the day-to-day activities shall be exchanged between the respective representatives of the District and the Contractor. Once so designated, each party’s representative shall coordinate communications and processes as needed for the purposes of conducting the services set forth in the Contract, as well as the process for routine or administrative communications. The parties shall also reasonably cooperate as to the development (including content and format) of the invoicing and any reports to be provided by Contractor as part of the services. District’s Representative: Internal Board Auditor 1701 Prudential Drive, Room 612 Jacksonville, Florida 32207 Phone: (904) 390-2426 15.7.15 Gratuities and Kickbacks. Any employee or any official of the District, elective or appointive, who shall take, receive, or offer to take or receive, either directly or indirectly, any rebate, percentage of contract, money or other things of value, as an inducement or intended inducement, in the procurement of business, or the giving of business, for, or to, or from, any person, partnership, firm or corporation, offering, proposing for, or in the open market seeking to make sales to the District, shall be deemed guilty of a felony and upon conviction such persons shall be punished to the full extent of the law. Every person, firm, or corporation offering to make, or pay, or give, any rebate, percentage of contract, money, or other things of value, as an inducement or intended inducement, in the procurement of business, or the giving of business, to any employee or official of the District, elective or appointive, in his efforts to proposal for, offer for sale, or to seek in the open market to make sales to the District, shall be deemed guilty of a felony and upon conviction such persons shall be punished to the full extent of the law. It is the policy of the District to not accept gifts, gratuities, or favors of any kind or of any value whatsoever from vendors, members of the staff, or families. Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure the Contract, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of the Contract. Contractor further warrants that it, nor any of its directors, employees, officers or agents, nor any of Contractor’s respective subsidiaries or affiliates, has taken, is currently taking or will take any action in furtherance of an offer, payment, promise, gifts or anything else of value, directly or indirectly, to anyone to improperly influence or otherwise secure any improper advantage in procuring business in relation to the Contract. For the breach or violation of these provisions, the District shall have the right to terminate the Contract without liability and/or, at its Page 24 of 33 RFP No. 02-20/TW Independent Auditing Services discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 15.7.16 In the event of any conflict among the documents, the order of priority of the contract documents shall be as follows: First, to any executed Contract resulting from the award of this RFP; Second, Addenda (if any) released for this RFP, with the latest Addendum taking precedence; Third, the RFP, and Last, the awardee’s Proposal. 15.7.17 The District shall issue payment in accordance with Sections 218.70. et sq. Florida Statutes, Local Government Prompt Payment Act, after receipt of an acceptable invoice, inspection and acceptance of goods and/or services provided in accordance with the terms and conditions of the agreement. Any Penalty for delay in payment shall be in accordance with applicable law. No payment shall be made for travel. Each payment obligation of the District created by the agreement is conditioned upon the availability of funds that are appropriated or allocated for the payment of services or products. If such funds are not allocated and available, the agreement may be terminated by the District at the end of the period for which funds are available. The District shall notify the Contractor at the earliest possible time before such termination. No penalty shall accrue to the District in the event this provision is exercised, and the District shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. 16.0 FEDERAL AND STATE TAX: Employment taxes: The Contractor shall comply with all matters relating to the timely payment of all taxes (Federal, State and local) and payroll taxes, unemployment taxes or contributions or other Federal or State employment taxes. The Contractor shall indemnify, defend, and hold District harmless from any liability for any required tax responsibilities. Tangible taxes: The District is exempt from Federal and State taxes for tangible personal property. The Contractor’s doing business with the District shall not exempt Contractor from paying sales tax to its suppliers for materials to fulfill contractual obligations with the District, nor shall Contractor be authorized to use the District's Tax Exemption Number in securing such materials. 17.0 CONFLICT OF INTEREST: 17.1 Pursuant to the District’s Policy, all proposers and Contractors are required to disclose the names of any of their officers, directors, agents, or employees who serve as agents or principals for the proposer or contractor in any capacity related to procurement of services under this RFP, and who within the last two (2) years, have been or are employees of the District. And all proposers and contractors are required to disclose the name of any District employee who owns, directly or indirectly, any interest in the Contractor’s business. Such disclosures will be in accordance with current District policies, but will include, at a minimum, the name of the former District’s employee, a list of the positions the employee held in the last two (2) years of his or her employment with the District, and the dates they held those positions. By its signature of the Agreement, the Contractor shall certify to the District that there are no names to disclose to the District pursuant to this section, unless Contractor provided the names when Contractor Submitted its response to the RFP. Page 25 of 33 RFP No. 02-20/TW Independent Auditing Services 17.2 Non-Collusion Statement / Public Domain I, the Proposer, attests that I have not divulged, discussed, or compared this proposal with any other Proposers and have not colluded with any other Proposers in the preparation of this proposal in order to gain an unfair advantage in the award of this proposal. All information contained herein is part of the public domain as defined in the Public Records Act, Chapter 119, Florida Statutes. 18.0 INSURANCE REQUIREMENTS: A. DESCRIPTION OF THE CONTRACTOR REQUIRED INSURANCE: Without limiting any of the other obligations or liabilities of the Vendor/Contractor, the Vendor/Contractor shall, at its sole expense, procure, maintain and keep in force the amounts and types of insurance conforming to the minimum requirements set forth herein. Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of this Agreement by the District and shall be maintained in force throughout the term of this Agreement. 1. Workers’ Compensation/Employers Liability. The Workers’ Compensation and Employers’ Liability insurance provided by the Vendor/Contractor shall conform to the requirements set forth herein. a. The Vendor/Contractor insurance, or self-insurance, shall cover the Vendor/Contractor (and to the extent its Subcontractors and Sub- subcontractors are not otherwise insured, its Subcontractors and Sub- subcontractors) for those sources of liability which would be covered by the latest edition of the standard Workers’ Compensation policy, as filed for use in the State of Florida by the National Council on Compensation Insurance (NCCI), without any restrictive endorsements other than the Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those which are required by the State of Florida, or any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for the Florida Workers’ Compensation Act, where appropriate, coverage shall be included for the Federal Employers’ Liability Act and any other applicable federal or state law. b. The policy must be endorsed to waive, or for self-insurance the Contractor hereby agrees to waive, the insurer’s right to subrogate against the District, and its members, officials, officers and employees in the manner which would result from the attachment of the NCCI Waiver of Our Right to Recover from Others Endorsement (Advisory Form WC 00 03 13) with the District, and its members, officials, officers and employees scheduled thereon. c. Subject to the restrictions of coverage found in the standard Workers’ Compensation policy, there shall be no maximum limit on the amount of coverage for liability imposed by the Florida Workers’ Compensation Act or any other coverage customarily insured under Part One of the standard Workers’ Compensation policy. The minimum amount of coverage for those coverage’s customarily insured under Part Two of the standard Workers’ Page 26 of 33 RFP No. 02-20/TW Independent Auditing Services Compensation policy (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 Each Accident $1,000,000 Disease - Each Employee $1,000,000 Disease - Policy Limit d. The Vendor/Contractor may be relived of providing Workers’ Compensation coverage provided an exemption form is submitted from the State of Florida Division of Workers Compensation stating the Vendor/Contractor is exempt from the insurance requirement under F.S. 440. 2. Commercial General Liability. The Commercial General Liability insurance provided by the Vendor/Contractor shall conform to the requirements hereinafter set forth: a. The Vendor/Contractor’s insurance shall cover those sources of liability which would be covered by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida by the Insurance Services Office (ISO) without any restrictive endorsements other than those which are required by the State of Florida, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements) and those described below which would apply to the Services contemplated under this Agreement. 1) The coverage may not include restrictive endorsements which exclude coverage for liability arising out of: Sexual molestation, Sexual abuse or Sexual misconduct. 2) The coverage may include restrictive endorsements which exclude coverage for liability arising out of: mold, fungus, or bacteria Terrorism Silica, asbestos or lead. b. The minimum limits to be maintained by the Vendor/Contractor (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence c. The Vendor/Contractor shall include the School Board of Duval County, Florida, and its members, officials, officers and employees as “additional insured’s” on the Commercial General Liability coverage. The coverage afforded such additional insured’s shall be no more restrictive than that which would be afforded by adding the School Board of Duval County, Florida, and its members, officials, officers and employees as additional insured’s on the latest edition of the Additional Insured – Owner’s, Lessees or Contractors - Scheduled Person or Organization endorsement (ISO Form CG 20 10) filed for use in the State of Florida by the Insurance Services