REQUEST FOR PROPOSAL (RFP) # Auditing Services

Transcription

1 Closing Date: March 15, 2017, by 2:00 REQUEST FOR PROPOSAL (RFP) # Auditing Services SAN DIEGO COMMUNITY COLLEGE DISTRICT 3375 CAMINO DEL RIO SOUTH, ROOM # 270 SAN DIEGO, CA BUYER: EDWARD COOK, J. D., PURCHASING SUPERVISOR PURCHASING AND CONTRACT SERVICES ECOOK@SDCCD.EDU (619) (619) (FAX) Page 1 of 35

2 Closing Date: March 15, 2017, by 2:00 TABLE OF CONTENTS PROPOSAL COVER PAGE... 3 INFORMATION FOR BIDDERS... 4 CALENDER OF EVENTS... 7 SCOPE OF SERVICE... 8 PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS ATTACHMENT A: COST SHEET ATTACHMENT B: CONFIDENTIALITY CLAUSE ATTACHMENT C: SAMPLE PROFESSIONAL SERVICES AGREEMENT ATTACHMENT D: REFERENCES ATTACHMENT E: NON-COLLUSION AFFIDAVIT ATTACHMENT F: WORKERS COMPENSATION CERTIFICATION ATTACHMENT G: MINORITY, WOMEN AND DISABLED VETERAN OWNED BUSINESSS ENTERPRISE CERTIFICATION ATTACHMENT H: STATEMENT OF CERTIFICATION OF COMPLIANCE WITH EQUAL OPPORTUNITY PROGRAM (2 PAGES) Page 2 of 35

3 Closing Date: March 15, 2017, by 2:00 PROPOSAL COVER PAGE The San Diego Community College District requests qualified independent certified public accountants to submit proposals to enter into a contract to perform financial audits for an initial three year period with two subsequent one year option periods at the District s sole discretion. The potential entire term would include the fiscal years beginning 2017/2018 through 2021/2022. The period of performance will be for three (3) years with two (2) one year renewals. The statutory requirement for community college District to conduct an independent audit is found in the California Education Code, Section Sealed proposals will be received until 2:00 p.m. (PST) on Wednesday, March 15, Proposals will be publicly opened and read aloud at 2:05 p.m. in room 270. A non-mandatory, pre-proposal conference will be held on February 22, 2017 at 10:00 a.m. (PST) at: San Diego Community College District 3375 Camino del Rio South, Suite # 245 San Diego, CA All inquiries for information should be directed in writing to: Edward Cook, Supervisor Purchasing and Contracts Services San Diego Community College District 3375 Camino del Rio South, Suite #270 San Diego, CA ecook@sdccd.edu Telephone: The proposal should be mailed or delivered directly to: San Diego Community College District Attention: Edward Cook, RFP # Camino del Rio South, Suite #270 San Diego, CA Offer and Agreement: In compliance with this Request For Proposal #17-06, and to all the conditions imposed herein, the undersigned offers and agrees to furnish the services in accordance with the attached signed proposal or as mutually agreed upon by subsequent negotiation. Name and Address of Firm: Date: Print Name: Signature in Ink of Authorized Representative Title: Address: Zip Code Telephone Number: ( ) Page 3 of 35

4 Closing Date: March 15, 2017, by 2:00 INFORMATION FOR BIDDERS Notice is hereby given that the San Diego Community College District, pursuant to the State of California Education Code (Education Code) Section and Title 5 Regulation Section 59100, et seq., invites proposals for furnishing auditing services for the Annual Financial Audit of the District, for fiscal year and option years as stated above. 1. PRICES: All proposal prices shall include separate quotations for each item or unit specified. Corrections may be inserted prior to the proposal submittal deadline. Changes must be made in ink and initialed by the person signing the proposal or by an authorized representative. In any case in which the extended and/or total price does not equal the unit prices times the quantities indicated, unit prices shall govern. 2. ADDENDA OR BULLETINS: Any addenda or bulletins issued by the District prior to the deadline for submitting proposals or forming a part of the documents issued to the Contractor for the preparation of the proposal, shall be covered in the proposal and shall be made a part of the contract. 3. WITHDRAWAL OF PROPOSALS: Any bidder may withdraw their proposal, either personally or by a written request, at any time prior to the scheduled deadline for submitting proposals, but not after. 4. OPENING OF PROPOSALS: Proposals will be opened by the District Purchasing and Contract Services Department as soon as possible and practical after the deadline for submittal of proposals. Proposals will be reviewed with the District Audit Evaluation Committee shortly thereafter. 5. AWARD OR REJECTION OF PROPOSALS: The contract will be awarded to the most responsive and responsible bidder which the District believes, in its sole discretion, will provide the District with the best overall service and value within the District budget constraints. The District, reserves the right to reject any/or all proposals, to accept or reject any one or more items/services of a proposal, and to waive any informality in the proposals or in the proposal process. 6. WITHDRAWAL OF PROPOSALS AFTER OPENING: No bidder may withdraw their proposal for a period of sixty (60) days after the deadline date for submitting proposals. 7. EVALUATION CRITERIA: Proposals will be evaluated based on relevant factors, including but not limited to the following: 1. Overall responsiveness and general understanding of the RFP requirements. 2. The quality of the work plan or description of how the work will be performed. 3. CONTRACTOR s experience in performing the work. 4. Overall cost to the DISTRICT. 5. References with demonstrated success with similar work to the Scope of Service. 8. AGREEMENT: The form of agreement, which the successful, selected bidder, as Contractor, will be required to execute, is included in this RFP as Attachment C. 9. SUBCONTRACTING: Contractor agrees to bind every subcontractor by terms of the contract as far as such terms are applicable to subcontractor's work. If Contractor subcontracts any part of this contract, Contractor shall be as fully responsible to the District for acts and omissions of their subcontractor, and of persons either directly or indirectly employed by the subcontractor, as it is for acts and omissions of persons directly employed by the subcontractor. Nothing contained in contract documents shall create any contractual relation between any subcontractor and District. District consent to or approval of any subcontractor under this contract shall not in any way relieve Contractor of stated obligations under this contract and no such consent or approval shall be deemed to waive any provision of this contract. Page 4 of 35

5 Closing Date: March 15, 2017, by 2: ASSIGNMENT OF CONTRACT: No assignment by the Contractor of any contract to be entered into hereunder or of any part thereof, or of funds to be received thereunder by the Contractor, will be recognized by the District unless such assignment has had the prior approval of the District and the surety (if there is one) has been given due notice of such assignment in writing and has consented thereto in writing. 11. PRICES TO REMAIN FIRM FOR A PERIOD OF SIXTY (60) DAYS AFTER THE DEADLINE FOR SUBMITTAL OF PROPOSALS. 12. NON-COLLUSIVE BIDDING DECLARATION: The form of such declaration is included as part of the contract documents. Each bidder shall sign the declaration and submit it with their sealed Proposal. 13. THE CONTRACTOR S FEES: The District shall pay and the Contractor shall accept for the performance of all services rendered under the Contract, exclusive of extra work and services, a fee in the sum not exceeding the Annual Maximum Fee for each applicable Fiscal Year s Audit as stated in the Auditor s Maximum Fees and Hourly Rates Schedule as stated in the Contractor s own Proposal Sheets. It is understood and agreed that said fee is the maximum fee and is subject to corresponding reduction in the event that the actual cost of making the audit proves to be less than is estimated at the time of submitting the Proposal. The Hourly Rates, which include a reasonable profit and constitute the basis upon which the Maximum Fee has been determined, are fixed and set forth for each applicable audit year as stated in the Hourly Rates section of the Auditor s Maximum Fees and Hourly Rates Schedule in the Contractor s own Proposal Sheets. 14. PROGRESS PAYMENTS, PAYMENT TERMS, AND RETENTION: Payment terms shall be Net 30 from the date of acceptance of work and services, or the date of receipt of the invoice, whichever is later. Acceptance of work and services shall be determined by the District Controller. Billings for services described in the Scope of Service (those that are subject to the Auditor s Annual Maximum Fee ) shall be invoiced separately from any billings for extra work and services (those as described in Item # 7 of the Scope of Service). For each fiscal year audit, progress invoices on the scope of service may be submitted for payment, billed no more frequently than monthly, for actual hours worked at the applicable hourly rate, up to 90% of the lesser of the applicable Annual Maximum Fee or actual costs. After receipt by the District of the required copies of the completed and submitted audit report, and Governing Board acceptance, the Contractor shall invoice the District for the payment of the final ten percent (10%) retention of the lesser of the applicable Annual Maximum Fee or actual costs. 15. INSURANCE: The Contractor (selected bidder) and its agents shall be required to file the following proofs of such insurance with the District prior to receiving authorization to proceed on a contract: Certificate of Insurance confirming $1,000,000 combined single limit general liability coverage and automobile liability coverage, both naming San Diego Community College District as an insured, and copies of the endorsements to the policies naming the San Diego Community College District as an additional insured. Proof of worker s compensation coverage. Should any of the above described policies be canceled prior to their expiration dates, the issuing company shall mail thirty (30) days written notice of cancellation to the District. The Contractor shall maintain current insurance documents for all of the above coverages, on file at the District during the term of any contract with the District. Page 5 of 35

6 Closing Date: March 15, 2017, by 2: WORKER'S COMPENSATION: In accordance with the provisions of Section 3700 of Labor Code, Contractor shall secure the payment on compensation to their employees. Contractor shall sign and file with the District the following certificate prior to performing the work under this contract: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." The form of such certificate is included as a part of the contract documents. Each bidder shall sign the certificate and submit it with their sealed Proposal. 17. CONFLICTS CHECK: The District reserves the right, before any contract award is made, to require any Bidder to whom it may make a contract award, to do a conflicts check and disclose all actual and potential conflicts to the District. In the event a conflicts check is required, the District will provide a list of major contractors doing a significant amount of business with the District. The potential contractor must disclaim in writing any conflict of interest. Furthermore, the District reserves its rights to reject the selected contractor if a determination is made that a conflict of interest exists, and the award will be made to the next preferred contractor. 18. RIGHT TO PROTEST: Any prospective or actual bidder, or contractor who believes it has been aggrieved, in solicitation or award of a contract, may submit a protest to the Director of Purchasing and Contract Services using the following guidelines: The protest shall be submitted in writing within five (5) working days after such aggrieved person knows or should have known of the facts giving rise to the dispute. The protest must be accompanied by a detailed written statement, indicating the reason for the protest. Consistent with San Diego Community College District (DISTRICT) Administrative Policy No , the Director of has the authority to settle and resolve a protest of an aggrieved bidder, or contractor, actual or perspective concerning the solicitation or award of a contract. The Director of shall issue a decision, in writing within ten (10) working days of confirmed receipt of the written dispute. The decision shall state the reason for the action taken. The right of protest does not prevent the District from proceeding with the award of the contract. Bidders may request a copy of DISTRICT Administrative Policy No at any time from the buyer or the Director of. The mailing address for submitting all protests is: San Diego Community College District Attention: Supervisor of 3375 Camino del Rio South, Suite 270 San Diego, CA ACCESS TO DISTRICT FACILITIES: The Contractor shall obtain permission from the District point of contact to enter offices to perform work under this agreement. The Contractor's access to secured areas will be provided by appointment and coordinated by the District point of contact. All parking passes shall be requested and issued prior to admission into any office area. Page 6 of 35

7 Closing Date: March 15, 2017, by 2:00 CALENDAR OF EVENTS The following timeline illustrates important dates and events that pertain to this RFP. The dates set forth below are for informational purposes only. All dates are subject to change by the District if necessary, as part of a thorough evaluation process. TIMELINE: DATES: 1. Release of Request for Proposal February 13, 2017 Specifications and other document forms, including RFP documents will be available. Respondents may also obtain pertinent RFP documents, including any addenda at the District s website: 2. Non-mandatory Bidders Conference February 22, 2017 at 10:00 a.m. (PST) San Diego Community College District 3375 Camino del Rio South, Room 220 San Diego, CA Deadline for Submission of Questions February 22, 2017 at 2:00 p.m. (PST) It is recommended that respondents carefully read the Request for Proposal and submit questions for clarification or interpretation. Any oral communication concerning this RFP is not binding amongst any party or respondent to this RFP and shall in no way modify the RFP or the obligation of the District. Direct all questions, concerning the RFP, documents or process during the receipt of questions period ONLY to Mr. Edward L. Cook via at ecook@sdccd.edu.the subject line of the must be labeled "RFP # Auditing Services Question. All questions and responses will be posted on the District s website along with any addenda. 4. Deadline for Submission of Proposals March 15, 2017 on or before 2:00 p.m. (PST). Proposals will be publicly opened and read aloud at 2:05 p.m. 5. Tentative Date for Awarding RFP April 27, 2017 San Diego Community College District 3375 Camino del Rio South, Room 270 San Diego, CA LATE SUBMITTALS WILL NOT BE ACCEPTED The bidders are responsible for checking the Purchasing website for Notice of Intent to Page 7 of 35

8 Closing Date: March 15, 2017, by 2:00 SCOPE OF SERVICE 1. GENERAL REQUIREMENTS: Education Code, Section 8400, requires that community college District provide for an annual audit of the books and accounts of the District and include all funds of the District including associated students, food service, accounts and other funds under the control and jurisdiction of the San Diego Community College District. 2. AUDIT PERIOD: The potential five (5) annual audits shall cover the fiscal years as follows: A. Fiscal Year (FY18: July 1, 2017, through June 30, 2018) B. Fiscal Year (FY19: July 1, 2018, through June 30, 2019) C. Fiscal Year (FY20: July 1, 2019, through June 30, 2020) D. Fiscal Year (FY21: July 1, 2020, through June 30, 2021) E. Fiscal Year (FY22: July 1, 2021, through June 30, 2022) 3. AUDIT PROCEDURES: The audit shall be performed in accordance with generally accepted auditing standards for financial and compliance audits and shall include to the extent applicable, but not be limited to, the audit procedures required by: A. California Community Colleges Contracted District Audit Manual published by the Chancellor s Office of the California Community Colleges. B. Student Attendance Accounting Manual, published by the Chancellor s Office of the California Community Colleges. C. California Community Colleges Budget and Accounting Manual, published by the Chancellor s Office of California Community Colleges. D. Auxiliary Organizations, Requirements for Accounting, Reporting and Auditing, published by the Chancellor s Office of the California Community Colleges. E. California Education Code, Title 5, California Code of Regulations, published by the Publications Section of the Department of General Services. F. Guidelines for Financial and Compliance Audits of Federally Assisted Programs, published by the U.S. General Accounting Office. G. Government Auditing Standards, issued by the Comptroller of the United States. H. Compliance Supplement for Single Audits of State and Local Governments, published by the Superintendent of Documents of the U.S. Government Printing Office. I. Compliance Supplement for Audits of States, Local Governments, and Non-Profit Institutions, Circular A-133, issued by the U.S. Office of Management and Budget. J. Catalog of Federal Domestic Assistance, published by the Superintendent of Documents of the U.S. Government Printing Office. The Contractor shall provide the State with access to audit working papers to complete a review if requested. 4. SCOPE OF THE AUDIT: The audit (each annual audit) of the books and accounts of the District shall include all funds of the District, including associated students, food service, bookstore funds, and performance and accountability audits for Proposition S and Proposition N, and any other funds under the control or jurisdiction of the District. The examination shall include review of internal controls systems and review of compliance with state and federal regulatory provisions as applicable. The scope of the annual audit shall not be limited to that provided in the aforementioned publications in the event that in the opinion of the auditors particular circumstances warrant extension thereof. The annual audits shall as performed include all funds of the District for the fiscal years ending June 30, 2018 through June 30, 2022 should both District options be exercised, including but not limited to the following, and any other funds and/or accounts under the control of the Governing Board of the San Diego Community College District: Page 8 of 35

9 Closing Date: March 15, 2017, by 2:00 A. Governmental Fund Types o General Fund o Special Revenue Funds o Debt Service Funds o Capital Projects Funds B. Proprietary Fund Types: o Enterprise o Internal Service C. Fiduciary Fund Types D. Trust and Agency Fund Types o Student Financial Aid o Scholarship and Loan o Investment Trust o Associated Students o Student Representation Fee o Student Clubs o Other Trust E. Account Group o General Fixed Assets o General Long Term Obligations F. Financial Performance and Accountability audits for both Proposition S and Proposition N. G. San Diego Community College Auxiliary 501(c)(3) and IRS tax return H. Social Security Alternative Plan Audit I. Four (4) separate campus foundation audits 501(c)(3) and IRS tax return The Audit Firm will prepare the GASB 34/35 statements and schedules under the Business Type Activities (BTA) Model. At the conclusion of the annual audit, the audit firm is required to provide the following in a published report: Audited Basic Financial Statements, with accompanying notes. Auditor s Opinion on the Basic Financial Statements. Auditor s Report on Internal Controls associated with the financial statements. Auditor s Report on Accounting and Administrative Internal Controls with Federally Funded Programs. Auditor s Report on State Compliance Requirements. Auditor s Report on Federal Compliance Requirements. Status Report on Prior-Year s Findings and Recommendations. 5. FORM AND CONTENTS OF REPORT: The form and contents of the audit report shall be in conformity, to the extent practicable, with such form and content as may be prescribed by the Department of Finance under Section of the Education Code and OMB Circular A-133, with respect to federally assisted programs. The contractor will comply with Statement on Auditing Standards No. 114, The Auditor s Communication With Those Charged With Governance and Statement on Auditing Standards No. 115, Communicating Internal Control Related Matters Identified In An Audit. 6. ADDITIONAL SERVICES INCLUDED: Throughout the year, the District requires additional services from the accounting/audit firm. The auditors will be required to be available to assist the Business and Technology Services to answer questions of unusual nature, inquires from state or federal agencies questioning some areas or comments contained in the audit report, and similar problems. Assistance will be by means of telephone and written services. These services shall be provided at no additional fee during the tenure of the contract. Page 9 of 35

10 Closing Date: March 15, 2017, by 2:00 7. EXTRA WORK AND SERVICES: In the event that circumstances disclosed by the audit indicate that more detailed verification is required in addition to that which would be sufficient under ordinary circumstances, the Contractor shall at once notify the District in writing of the fact, together with a written estimate of the additional work and services required and the estimated cost thereof. In the event the District authorizes and approves the performance of such extra work and services, it shall so notify the Contractor in writing. NO claims of the Contractor for extra work or services shall be allowed or paid without such written consent and approval of the District first having been so obtained before such extra work and services are entered upon or undertaken. 8. COMMENCEMENT OF WORK: Work by the Auditing Firm under this contract and through potential option years shall commence as indicated below, or as soon thereafter as the District may deem practicable and feasible: A. For Fiscal Year : May 15, 2018 B. For Fiscal Year : May 15, 2019 C. For Fiscal Year : May 15, 2020 D. For Fiscal Year : May 15, 2021 E. For Fiscal Year : May 15, COMPLETION AND DELIVERY OF REPORT: The Contractor shall complete the audit, cause fifty (50) copies to be delivered to Business and Technology Services on December 1 st of each year. The contractor shall present the report at the appropriately scheduled December Governing Board meeting, generally the second Thursday in December and cause copies of the completed report to be filed with the Chancellor s Office of the California Community Colleges, the State Department of Finance, and the Federal audit clearinghouse as designated by the Office of Management and Budget per Circular A-133 on or before the dates as follows: A. For Fiscal Year : December 31, 2018 B. For Fiscal Year : December 31, 2019 C. For Fiscal Year : December 31, 2020 D. For Fiscal Year : December * E. For Fiscal Year : December 31, 2022* If two one year option renewals are awarded Working papers shall be retained by the Contractor for a period of three (3) years after issuance of the audit report, unless otherwise specified in writing by the District. Such working papers shall be available for review and audit for the District, representatives of the federal and/or State governments, and other individuals designated by the District. 10. AUDIT COMPLIANCE WITH OMB CIRCULAR A-133: In the event the federal government finds the audit to be inadequate due to Contractor negligence, acts of commission or omission, the Contractor shall indemnify the District. Further, the Contractor shall perform, at no additional cost, whatever follow-up work is necessary to make the audit comply with OMB circular A-133 and to reimburse the District for any costs attributable to the adverse determination. 11. AUDIT REPORT CHECKLIST: The District will be using the following checklist to assist in making an evaluation of the Audit Report(s) and to check for compliance with the reporting requirements of the State Chancellor s Office Contracted District Audit Manual. A. Has the Audit Report been completed within the contracted time frame? 1. Will the Audit be reviewed by the Board of Trustees in time to be submitted to the Fiscal and Program Standards Accountability Unit of the Chancellor s Office by the required date? Page 10 of 35

11 Closing Date: March 15, 2017, by 2:00 B. Is the Audit Report s objective in the Audit Statement comparable to requirements in the District contract? C. Does the Audit Report include the following? 1. Table of Contents 2. Auditor s Report on Financial Statements 3. Financial Statements 4. Notes to Financial Statements 5. Auditor s Report on Supplemental Information 6. Schedule of Federal Financial Assistance 7. Schedule of Full-Time Equivalent Students (FTES) 8. Schedule of Annual Apprenticeship Hours of Instruction (if applicable) 9. Reconciliation of Annual Financial Budget Report (CCFS-311) with Audited Financial Statements 10. Auditor s Report(s) on Internal Control 11. Auditor s Report(s) on Federal Compliance 12. Auditor s Report on State Compliance 13. Findings and Recommendations (if applicable) 14. Management letters (if applicable) 15. Status of Prior-Year Findings and Recommendations D. Do the following auditor s reports include signed and dated statements by the auditor indicating the audit was made in accordance with generally accepted auditing standards and the standards identified by the State Department of Finance? 1. Auditor s Report on Financial Statements 2. Auditor s Report on Supplemental Information 3. Auditor s Report on Internal Control 4. Auditor s Report(s) on Federal Compliance 5. Auditor s Report on State Compliance E. Does the Auditor present financial statements in accordance with the format identified in the Contracted District Audit Manual? F. Do notes to the financial statements correctly reflect information provided to the auditor? G. Does the schedule of Full-Time Equivalent Students reconcile differences between reported attendance and audited attendance? H. Does the schedule of FTES attendance report annual attendance figures? I. Does the Auditor s Report on State and Federal Compliance include all required compliance elements? J. Does the Auditor present findings and recommendations clearly and factually? K. Do the District responses stated by the auditor agree with the District positions on current status? L. Does the current audit report reflect findings previously cited and not yet resolved by the District? 12. FULL TIME EQUIVALENT STUDENTS (FTES) AND NEW AND CONTINUING STUDENT HEADCOUNT AUDITS: The following examples are the types of findings reported by the Department of Finance in its audits of FTES accumulated by the California Community Colleges. These examples are meant to convey to independent auditors the broad scope and nature of problems related to reporting attendance. The auditors shall be aware of and alert to these problems and other situations that may affect the apportionment of State School Funds because of incorrectly reported FTES. A. Inadequate internal controls such as: 1. Student drop rates incorrectly reported 2. Details of actual or positive attendance hours differ from reported totals. 3. Positive attendance student sign-in not supervised. 4. Duplicate attendance claimed. 5. Undetected computational errors. 6. Use of incorrect census dates. Page 11 of 35

12 Closing Date: March 15, 2017, by 2:00 B. Noncompliance with applicable rules and regulations as District claimed FTES for items such as: 1. Intercollegiate athletic courses claimed for more than the allowable hours. 2. Students receiving tutoring services claimed for attendance although not enrolled in a course. 3. Instructors taught subject matters without credentials in those subject matters. 4. Enrolled students in courses which meet at the same or overlapping times. 5. Accumulating hours from work experience program courses using incorrect methods. 6. Claimed excessive hours for summer classes or field studies. 7. Claimed attendance in courses that are fully reimbursed by non-state sources. 8. Independent study hours claimed in excess of course units. 9. Part-time jobs claimed as courses. 10. Work experience students not enrolled in minimum units. REMAINDER OF THIS PAGE INTENTIALLY LEFT BLANK Page 12 of 35

13 Closing Date: March 15, 2017, by 2:00 PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS 1. PROPOSAL SUBMITTAL: All proposals shall be signed by an authorized agent and placed in a sealed envelope or package clearly marked with the District solicitation number printed on the outside. The submitted proposal shall be prepared in a bound notebook. One (1) original and five (5) additional copies, each in a 3 ring binder, shall be submitted. Faxed or ed proposals will not be accepted. ALL BIDS MUST BE SENT TO: San Diego Community College District Attention: Edward Cook, Purchasing Supervisor, RFP # Camino del Rio South, Room # 270 San Diego, CA PROCEDURES FOR SUBMITTING PROPOSALS: All proposals must be submitted in accordance with the standards and specifications contained within this Request for Proposal (RFP) and must contain a cover page with a certification of intent to meet the requirements specified. The cover page of a responsive bid must be signed appropriately and completed with the date, company name, and name and title of a company officer/owner authorized to sign on behalf of the company. The District reserves the right to waive, at its discretion, any irregularity, which the District deems reasonably correctable or otherwise not warranting rejection of the proposal. Proposals must be typed uniformly on letter size (8 ½ x 11 ) sheets of white paper, single sided, each section clearly titled, with tabs A-J, and each page clearly and consecutively numbered. Proposals must be specific unto themselves. For example, See Enclosed Manual will not be considered an acceptable proposal. Receipt of all addenda, if any, must be acknowledged in the proposal. Late proposals will not be accepted. Postmarks will not be accepted in lieu of this requirement. Proposals submitted to any other District office will be rejected. 3. REQUIRED FORMAT OF PROPOSALS: Proposals must contain the following sections: A. Letter of Introduction and Proposal Cover Page (Page 3 of this RFP) B. Table of Contents C. Company Profile D. Description of Services E. Cost Proposal F. Credentials/Resumes G. References H. Evidence of Insurability/Insurance/Licenses I. Clarification, Exceptions or Deviations J. Financial Information A. Proposal Cover Page This section must have a letter of introduction accompanied by the Proposal Cover Page that must be signed by an authorized representative. B. Table of Contents This section must contain a comprehensive table of contents of material identified by sequential page numbers and by section reference numbers. Page 13 of 35

14 Closing Date: March 15, 2017, by 2:00 C. Company Profile This section of the proposal is designed to establish the bidder as an entity with the ability and experience to operate the program as specified in the RFP. The following information must be provided: 1. Firm s hierarchy Partners, Senior Managers, Accountants, etc. 2. Firm s overview of services or activities performed 3. History of firm Include a brief history of the firm 4. Firm s size staff and client base D. Description of services All proposals must include a detailed description of the services to be rendered, including but not limited to the following: 1. A written general understanding to the requirements in the scope of services as detailed in the RFP. 2. Describe recent similar projects (experience auditing governmental agencies). These experiences must show the qualifications of the bidder s team capabilities to complete the District project. Provide a summary of the scope of services performed for these other projects, a chart clearly indicating the role and organizational relationships of the contractor to its client, and other firms performing work for the project. 3. Provide a work plan or description of how the work will be performed. 4. Time of work detailed time frame and phases of the work. 5. Describe how the interaction between your company and the District will take place to ensure that the services are performed and to the District satisfaction, including resolving problems that may be encountered during the project. 6. Indicate whether or not your firm will be subcontracting a portion(s) of the work. If so, indicate the name of the subcontractor and the portion of the work, which will be subcontracted. 7. Describe your company s policy regarding this project to ensure proper compliance and quality assurance. E. Cost Proposal In this section, please complete and include the Cost Proposal Sheet attached as Exhibit A. Contractors may also include any other documents as information to further explain the proposed costs. Proposals must fully describe all costs and charges to the District as part of this project. As stated in the Cost Proposal Sheet, contractors must provide fully inclusive blended rates, which include all of the contractors, project-related or supported expenses. Describe how costs will be controlled and properly identified to the specific tasks, while providing a high quality of services, high level of integrity and outcomes. F. Credentials/Resumes This section shall state the person(s) responsible for administering or providing the services. Identify the project manager to include his/her position, responsibilities, qualification/experience, and a copy of his/her certificate if applicable. Contractor shall specifically provide the following information on all employees to be providing service: Description of education; General experience; Experience or education related to the RFP project; Letters of reference, if available; Any other information, which will assist in evaluating qualifications. Page 14 of 35

15 Closing Date: March 15, 2017, by 2:00 G. References All contractor(s) must include present and past performance information with a minimum of three (3) references that are governmental entities (must be within the last year). Each reference shall include dates of work performed, current contact person, company, address, and and telephone number for each reference identified. Please verify that all reference information is correct. References shall be formulated so that they clearly correlate performance with the requirements of this RFP. H. Evidence of Insurability/Insurance/Applicable Licenses All contractor(s) shall submit evidence of all required insurance. The contractor shall certify to the possession of any and all current required licenses. Do not purchase additional insurance until this bid has been awarded. I. Clarification, Exceptions or Deviations All contractor(s) shall describe any exception or deviation from the requirements of the RFP. Each clarification, exception or deviation must be clearly identified. If your firm has no clarification, exception or deviation, a statement to that effect shall be included in this section. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 15 of 35

16 Closing Date: March 15, 2017, by 2:00 ATTACHMENT A: COST SHEET AUDITOR S MAXIMUM FEES AND HOURLY RATES SCHEDULE: The Maximum Fee is the maximum annual cost for the annual audit and is subject to corresponding reduction in the event that the actual cost of making the audit proves to be less than is now estimated at the time of submitting this Proposal. The Hourly Rates, which include a reasonable profit and constitute the basis upon which the maximum fee has been determined, are hereby fixed and set forth below. The Maximum Fee and the Hourly Rates are as follows: ANNUAL MAXIMUM FEE FOR EACH AUDIT Reminder: renewal will not be automatic after three years; Renewal(s) are subject to discretion and review by the District. a. Fiscal Year : $ b. For Fiscal Year : $ c. For Fiscal Year : $ d. For Fiscal Year : $ Optional year e. For Fiscal Year : $ Optional year 1. HOURLY RATES: (State Hourly Rates for each applicable Personnel Classification category; Contractor also may add new categories below as necessary.) Personnel Classification FY AUDIT FY AUDIT Hourly Rates FY AUDTI FY AUDIT (option) FY AUDIT (option) Partners $ $ $ $ $ Senior Managers $ $ $ $ $ Consultants $ $ $ $ $ Supervisors $ $ $ $ $ Senior Accountants $ $ $ $ $ Staff Accountants $ $ $ $ $ Assistant Accountants $ $ $ $ $ Clerical Staff $ $ $ $ $ $ $ $ $ $ Cumulative pricing $ $ $ $ $ Contractor s Signature: Date: Contractor Printed Name: Page 16 of 35

17 Closing Date: March 15, 2017, by 2:00 ATTACHMENT B CONFIDENTIALITY CLAUSE CONTRACTOR shall maintain the confidentiality of any and all records and information accessed or processed in accordance with the terms and intent of this Agreement, including protection of names and other identifying information from unauthorized disclosure. CONTRACTOR shall not disclose, except as specifically permitted by this Agreement, or as authorized by the person(s), any oral or written communication, information, or effort of cooperation between the DISTRICT and CONTRACTOR, or between DISTRICT and CONTRACTOR and any other party DISTRICT requires CONTRACTOR officers, employees, and agents providing services hereunder to execute an Employment Acknowledgement and Confidentiality Agreement prior to commencing work under this Agreement. CONTRACTOR/CONSULTANT EMPLOYEE ACKNOWLEDGEMENT AND CONFIDENTIALITY AGREEMENT. PROJECT NAME CONTRACTOR NAME CONTRACT NUMBER Oath of Confidentiality a) Neither party shall disclose Confidential Information (as hereinafter defined) of the other party. The receiving party shall use the same degree of care as it uses to protect its own confidential information of like nature, but no less than a reasonable degree of care, to maintain in confidence the confidential information of the disclosing party. The foregoing obligations shall not apply to any information that (1) is at the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party, (2) is subsequently learned from a third party that does not impose an obligation of confidentiality on the receiving party, (3) was known to the receiving party at the time of disclosure, (4) is generated independently by the receiving party, or (5) is required to be disclosed by law, subpoena or other process. b) For the purpose of the above paragraph, Confidential Information shall mean any information identified by either party as Confidential and/or Proprietary, or which under all of the circumstances, ought reasonably to be treated as Confidential and/or Proprietary, including this agreement. Printed: Contractor/Employee Name Signed: Contractor/Employee Name Date: Page 17 of 35

18 San Diego Community College District Auditing Services, RFP #17-06 ATTACHMENT C SAMPLE PROFESSIONAL SERVICES AGREEMENT SAMPLE AGREEMENT PROFESSIONAL SERVICE AGREEMENT FOR (INSERT NAME OF PROGRAM) BETWEEN SAN DIEGO COMMUNITY COLLEGE DISTRICT and (INSERT COMPANY NAME) Page 18 of 35

19 San Diego Community College District Auditing Services, RFP #17-06 This Agreement, made and entered into this day of, 20xx, by and between (INSERT COMPANY NAME). (herein referred to as "CONTRACTOR"), and the SAN DIEGO COMMUNITY COLLEGE DISTRICT, a political subdivision of the State of California, (herein referred to as "THE DISTRICTDISTRICT"). (In other areas above DISTRICT is referred to as District not The District need to be consistent as to how it will be referred to throughout this document.) WHEREAS, Government Code Section authorizes the DISTRICT to contract for services with a CONTRACTOR who is trained and experienced, and who is competent to perform the services required; and WHEREAS, CONTRACTOR has the expertise, special skills, knowledge and experience to perform the duties set out herein. NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. Description of Services 1.1 CONTRACTOR shall provide all services as outlined and specified in Exhibit A, Scope of Services, consisting of (INSERT # OF PAGES) pages and Exhibit B, Payment Provision, consisting of (INSERT # OF PAGES) pages, attached hereto and incorporated herein by this reference. 1.2 CONTRACTOR represents and maintains that it is skilled to perform all services, duties and obligations required by this Agreement to fully and adequately complete the project. CONTRACTOR shall perform the services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. CONTRACTOR further represents and warrants that it has all licenses, permits, qualifications and approvals of whatever nature is legally required to practice its profession/service. CONTRACTOR further represents that it shall keep all such licenses and approvals in effect during the term of this Agreement. Contractor Is Not To Perform Services Outside Of The Contract. 2. Period of Performance 2.1 This Agreement shall be effective upon execution of this contract and continue in effect through December 31, 2020 with the District s option to renew for two additional years, if appropriate, unless terminated as specified in Section 9 TERMINATION. CONTRACTOR shall commence performance of requested services upon notification and shall diligently perform such services. 2.2 It is mutually agreed and understood that the obligation of the DISTRICT is limited by and contingent upon the availability of SAN DIEGO COMMUNITY COLLEGE DISTRICT funds for the reimbursement of CONTRACTOR S fees. In the event that such funds are not forthcoming for any reason, DISTRICT shall immediately notify CONTRACTOR in writing. This Agreement shall be deemed terminated and have no further force and effect immediately on receipt of DISTRICT S notification by CONTRACTOR. In the event of such termination, CONTRACTOR shall be entitled to reimbursement of its costs in accordance with Section 3 COMPENSATION. 3. Compensation 3.1 The shall pay the CONTRACTOR for services performed and expenses incurred in accordance with the terms of Exhibit B, Payment Provision, attached hereto and incorporated herein by this reference. Maximum payments by the DISTRICT to CONTRACTOR shall not exceed (INSERT DOLLAR AMOUNT) annually including all expenses. The DISTRICT is not responsible for any fees or costs incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount of services or products. 3.2 Said compensation shall be paid in accordance with an invoice submitted to the DISTRICT by CONTRACTOR within fifteen (15) days from the last day of each calendar month, and the Page 19 of 35

20 San Diego Community College District Auditing Services, RFP #17-06 DISTRICT shall pay the invoice within thirty (30) working days from the date of receipt of the invoice. Payment shall be made to CONTRACTOR only after services have been rendered. 3.3 No price increases will be permitted during the first year of the price agreement. All price decreases will automatically be extended to the DISTRICT. The DISTRICT requires bona fide proof of cost increases on contracts prior to any price adjustment. After the first year of the award, a minimum of 30-days advance notice in writing is required to secure such adjustment. No retroactive price adjustments will be considered. The DISTRICT may enforce, adjust, negotiate, or cancel escalating price contracts or take any other action it deems appropriate, as it sees fit. The net dollar amount of profit will remain firm during the period of the contract. Adjustments increasing the contractor s profit will not be allowed. Annual increases shall not exceed the Consumer Price Index All Consumers, All Items shall be subjected to satisfactory performance review by the DISTRICT and approved for budget funding by the San Diego Community College District Governing Board. 3.4 Prepare invoices in duplicate. For this contract, send the original and duplicate copies of invoices to: San Diego Community College District Accounts Payable Room Camino del Rio South San Diego, CA Each invoice shall contain a minimum of the following information: invoice number and date; remittance address; bill-to and ship-to addresses of ordering department/division; contract number/purchase order number (to be provided upon award); quantities; item descriptions, unit prices, extensions, sales/use tax if applicable, and an invoice total. Invoices shall be rendered monthly in arrears. In the State of California, government agencies are not allowed to pay excess interest and late charges, per Government Codes, Section Assignment CONTRACTOR shall not delegate or assign any interest in this agreement, and shall not transfer any interest in the same, whether by operation of law or otherwise, without the prior written consent of the DISTRICT. 5. Hold Harmless/Indemnification 5.1 CONTRACTOR shall indemnify and hold harmless the San Diego Community College District, its Departments, their respective directors, officers, Board of Trustees, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability whatsoever, based or asserted upon any services of CONTRACTOR, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature whatsoever arising from the performance of CONTRACTOR, its officers, employees, subcontractors, agents or representatives, as well as Indemnitors from this Agreement. CONTRACTOR shall defend, at its sole expense, all costs and fees including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards, the Indemnitees in any claim or action based upon such alleged acts or omissions. 5.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of the Page 20 of 35

21 San Diego Community College District Auditing Services, RFP #17-06 DISTRICT; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR S indemnification to Indemnitees as set forth herein. 5.3 CONTRACTOR S obligation hereunder shall be satisfied when CONTRACTOR has provided to the DISTRICT the appropriate form of dismissal relieving the DISTRICT from any liability for the action or claim involved. 5.4 The specified insurance limits required in this Agreement shall in no way limit or circumscribe CONTRACTOR S obligations to indemnify and hold harmless the Indemnitees herein from third party claims. 5.5 In the event there is a conflict between this clause and California Civil Code Section 2782, this clause shall be interpreted to comply with Civil Code Such interpretation shall not relieve the CONTRACTOR from indemnifying the Indemnitees to the fullest extent allowed by law. 6. Waiver of Default Any waiver by the DISTRICT of any breach of any one or more of the terms of this agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term hereof. Failure on the part of the DISTRICT to require exact, full and complete compliance with any terms of this agreement shall not be construed as in any manner changing the terms hereof, or prohibiting the DISTRICT from enforcement hereof. 7. Availability of Funding The DISTRICT obligation for payment of any contract beyond the current fiscal year end is contingent upon the availability of funding from which payment can be made. No legal liability on the part of the DISTRICT shall arise for payment beyond June 30 of the calendar year unless funds are made available for such performance. 8. Inspection of Service 8.1 All performance (which includes services, materials, supplies and equipment furnished or utilized in the performance of this contract, and workmanship in the performance of services) shall be subject to inspection and test by the DISTRICT at all times during the term of the contract. The CONTRACTOR shall provide adequate cooperation to any inspector assigned by the DISTRICT to permit him/her to determine the CONTRACTOR s conformity with these specifications and the adequacy of the services being contractually provided. All inspections by the DISTRICT shall be made in such a manner as to not unduly interfere with CONTRACTOR performance. If any services performed hereunder are not in conformity with the specifications and requirements of this contract, the DISTRICT shall have the right to require the CONTRACTOR to perform the services in conformity with said specifications and requirements at no additional increase in total contract amount. When the services to be performed are of such nature that the difference cannot be corrected, the DISTRICT shall have the right to: (1) require the CONTRACTOR immediately to take all necessary steps to ensure future performance of the services in conformity with requirements of the contract, and (2) reduce the contract price to reflect the reduced value of the services performed. 8.2 In the event the CONTRACTOR fails to perform the services promptly or to take necessary steps to ensure future performance of the service is in conformity with specifications and requirements of the contract, the DISTRICT shall have the right to either: (A) have the services performed in conformity with the contract specifications and charge to the CONTRACTOR any cost incurred to the DISTRICT that is directly related to the performance of such services or (B) terminate this contract for default as provided in the Termination Clause. If the DISTRICT chooses alternative (A), the DISTRICT may withhold such costs from any amounts still owed to CONTRACTOR under this or any other contractual agreements with the DISTRICT. Page 21 of 35

22 San Diego Community College District Auditing Services, RFP # Termination 9.1. DISTRICT may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination. 9.2 DISTRICT may, upon five (5) days written notice, terminate this agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the provisions of this Agreement or fails to make progress so as to endanger performance and does not cure such failure within a reasonable period of time. In the event of such termination, the DISTRICT may proceed with the work in any manner deemed proper to the DISTRICT. 9.3 After receipt of the Notice of Termination pursuant to paragraph 9.1 or 9.2 above, CONTRACTOR shall: a.) Stop all work under this Agreement on the date specified in the Notice of Termination. b.) Transfer to DISTRICT and deliver in the manner, and to the extent, if any, as directed by the DISTRICT, any equipment, data or reports which, if the Agreement had been completed, would have been required to be furnished to the DISTRICT. 9.4 After termination pursuant to paragraph 9.1 or 9.2 above, the DISTRICT shall make payment for all services performed in accordance with this Agreement to the date of termination, according to the rates set forth in Exhibit B. 9.5 Notwithstanding any of the provisions of this Agreement, CONTRACTOR s rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty, or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR s unwillingness or inability for any reason whatsoever to perform the duties hereunder; or if the Agreement is terminated pursuant to Section 9. In such event, CONTRACTOR shall not be entitled to any further compensation under this Agreement. 9.6 The rights and remedies of the DISTRICT provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. 10. Alteration The Governing Board and the DISTRICT Purchasing Agent are the only authorized DISTRICT representatives who may at any time, by written order, make alterations within the general scope of this contract, in the definition of services to be performed, and the time (i.e. hours of the day, days of the week, etc.) and place of performance thereof. If any such alteration causes an increase or decrease in the cost of, or the time required for the performance of any part of the work under this contract, an equitable adjustment shall be made in the contract price or delivery schedule, or both, and the contract shall be modified in writing accordingly. Any claim by the CONTRACTOR for adjustment under this paragraph shall be assessed within thirty (30) days of when the CONTRACTOR received notice of the alteration in the work. Notwithstanding the foregoing, if the DISTRICT Purchasing Agent decides that the facts provide sufficient justification, he/she may receive and act upon any claim, which is asserted by the CONTRACTOR at any time prior to final payment under this agreement. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled 'Disputes.' However, nothing in this clause shall excuse the CONTRACTOR from proceeding with the contract as changed. 11. Independent Contractor 11.1 The CONTRACTOR is, for purposes arising out of this contract, an independent contractor and shall not be deemed an employee of the DISTRICT. It is expressly understood and agreed that the CONTRACTOR shall in no event, as a result of this contract, be entitled to any benefits to which DISTRICT employees are entitled, including but not limited to overtime, any retirement benefits, Page 22 of 35

23 San Diego Community College District Auditing Services, RFP #17-06 worker's compensation benefits, and injury leave or other leave benefits. CONTRACTOR hereby holds DISTRICT harmless from any and all claims that may be made against DISTRICT based upon any contention by any third party that an employer-employee relationship exists by reason of this agreement It is further understood and agreed by the parties hereto that CONTRACTOR in the performance of its obligation hereunder is subject to the control or direction of DISTRICT merely as to the result to be accomplished by the services hereunder agreed to be rendered and performed and not as to the means and methods for accomplishing the results. 12. Subcontract for Work or Services No contract shall be made by the CONTRACTOR with any party for furnishing any of the work or services herein contained without the prior written approval of the DISTRICT Contract Administrator but this provision shall not require the approval of contracts of employment between the CONTRACTOR and personnel assigned for services there under, or for parties named in the proposal and agreed to under any resulting contract. 13. Interest of Contractor The CONTRACTOR covenants that it presently has no interest, including but not limited to, other projects or independent contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this contract. The CONTRACTOR further covenants that in the performance of this contract, no person having any such interest shall be employed or retained by it under this contract. 14. Conduct of Contractor 14.1 The CONTRACTOR agrees to inform the DISTRICT of all the CONTRACTOR's interest, if any, which are or which the CONTRACTOR believes to be incompatible with any interest of the DISTRICT The CONTRACTOR shall not, under circumstances, which might reasonably be interpreted as an attempt to influence the recipient in the conduct of his duties, accept any gratuity or special favor from individuals or organizations with whom the CONTRACTOR is doing business or proposing to do business, in accomplishing the work under the contract The CONTRACTOR shall not use for personal gain or make other improper use of privileged information, which is acquired in connection with this contract. In this connection, the term 'privileged information' includes, but is not limited to, unpublished information relating to technological and scientific development; medical, personnel, or security records of the individuals; anticipated materials requirements or pricing actions; and knowledge of selection of CONTRACTORs or subcontractors in advance of official announcement The CONTRACTOR or employees thereof shall not offer gifts, gratuity, favors, and entertainment directly or indirectly to DISTRICT employees. 15. Disallowance In the event the CONTRACTOR receives payment for services under this contract which is later disallowed for nonconformance with the terms and conditions herein by the DISTRICT, the CONTRACTOR shall promptly refund the disallowed amount to the DISTRICT on request, or at its option, the DISTRICT may offset the amount disallowed from any payment due to the CONTRACTOR under any contract with the DISTRICT. 16. Disputes Page 23 of 35

24 San Diego Community College District Auditing Services, RFP # In the event of a dispute arising out of or relating to this Contract, the parties shall attempt to settle the matter amicably at the working level. If the parties are unable to resolve the dispute, the matter shall be submitted to the senior management of the parties The Parties agree to continue with performance of the Agreement during any such dispute period and resolution thereof. 17. Governing Law; Jurisdiction; Severability This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in San Diego, California, and the parties waive any provision of law providing for a change of venue to another location. Prior to the filing of any legal action, the parties shall be obligated to attend a mediation session with a third party mediator in an attempt to resolve the dispute. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 18. Insurance Without limiting or diminishing the CONTRACTOR S obligation to indemnify or hold the DISTRICT harmless, CONTRACTOR shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverage s during the term of this Agreement Workers Compensation: If the CONTRACTOR has employees as defined by the State of California, the CONTRACTOR shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The San Diego Community College District, and, if applicable, to provide a Borrowed Servant/Alternate Employer Endorsement Commercial General Liability: Commercial General Liability insurance coverage, including but not limited to, premises liability, contractual liability, products and completed operations liability, personal and advertising injury, and cross liability coverage, covering claims which may arise from or out of CONTRACTOR S performance of its obligations hereunder. Policy shall name the San Diego Community College District, its Departments, their respective directors, officers, Board of Trustees, employees, agents or representatives as Additional Insureds. Policy s limit of liability shall not be less than $1,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2) times the occurrence limit Vehicle Liability: If vehicles or mobile equipment are used in the performance of the obligations under this Agreement, then CONTRACTOR shall maintain liability insurance for all owned, non-owned or hired vehicles so used in an amount not less than $1,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2) times the occurrence limit. Policy shall name the San Diego Community College District, its Departments, their respective directors, officers, Board of Trustees, employees, agents or representatives as Additional Insureds. Page 24 of 35

25 San Diego Community College District Auditing Services, RFP # Professional Liability Insurance: Contractor shall maintain Professional Liability Insurance providing coverage for the Contractor s performance of work included within this Agreement, with a limit of liability of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate. If Contractor s Professional Liability Insurance is written on a claims made basis rather than an occurrence basis, such insurance shall continue through the term of this Agreement and CONTRACTOR shall purchase at his sole expense either 1) an Extended Reporting Endorsement (also known as Tail Coverage); or 2) Prior Dates Coverage from new insurer with a retroactive date back to the date of, or prior to, the inception of this Agreement; or 3) demonstrate through Certificates of Insurance that CONTRACTOR has Maintained continuous coverage with the same or original insurer. Coverage provided under items; 1), 2) or 3) will continue for a period of five (5) years beyond the termination of this Agreement General Insurance Provisions - All lines: 1) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A M BEST rating of not less than A: VIII (A:8) unless such requirements are waived, in writing, by the DISTRICTDISTRICT Risk Manager. If the DISTRICT S Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term. 2) The CONTRACTOR S insurance carrier(s) must declare its insurance self-insured retentions. If such self-insured retentions exceed $500,000 per occurrence such retentions shall have the prior written consent of the DISTRICT Risk Manager before the commencement of operations under this Agreement. Upon notification of self insured retention unacceptable to the DISTRICT, and at the election of the DISTRICT S Risk Manager, CONTRACTOR S carriers shall either; 1) reduce or eliminate such self-insured retention as respects this Agreement with the DISTRICT, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. 3) CONTRACTOR shall cause CONTRACTOR S insurance carrier(s) to furnish the San Diego Community College District with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the DISTRICT Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that thirty (30) days written notice shall be given to the San Diego Community College District prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. In the event of a material modification, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forthwith, unless the San Diego Community College District receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage s set forth herein and the insurance required herein is in full force and effect. CONTRACTOR shall not commence operations until the DISTRICT has been furnished original Certificate (s) of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance. Page 25 of 35

26 San Diego Community College District Auditing Services, RFP # ) It is understood and agreed to by the parties hereto that the CONTRACTOR S insurance shall be construed as primary insurance, and the DISTRICT 'S insurance and/or deductibles and/or self-insured retention s or self-insured programs shall not be construed as contributory. 5) If, during the term of this Agreement or any extension thereof, there is a material change in the scope of services; or, there is a material change in the equipment to be used in the performance of the scope of work which will add additional exposures (such as the use of aircraft, watercraft, cranes, etc.); or, the term of this Agreement, including any extensions thereof, exceeds five (5) years the DISTRICT reserves the right to adjust the types of insurance required under this Agreement and the monetary limits of liability for the insurance coverage s currently required herein, if; in the District Risk Manager's reasonable judgment, the amount or type of insurance carried by the CONTRACTOR has become inadequate. 6) CONTRACTOR shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement. 7) The insurance requirements contained in this Agreement may be met with a program(s) of selfinsurance acceptable to the DISTRICT. 8) CONTRACTOR agrees to notify DISTRICT of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement. 19. Licensing and Permits 19.1 Attention is directed to the provisions of Chapter 9 of Division 3 of the Business and Professions Code concerning the licensing of CONTRACTORs. All offerers and CONTRACTORs shall be licensed, if required, in accordance with the laws of this State and any offerer or CONTRACTOR not so licensed is subject to the penalties imposed by such laws CONTRACTOR further warrants that it has all necessary permits, approvals, certificates, waivers and exemptions necessary for the provision of services hereunder and required by the laws and regulations of the United States, State of California, the San Diego Community College District and all other appropriate governmental agencies, and shall maintain these throughout the term of this agreement. 20. Air, Water Pollution Control, Safety and Health CONTRACTOR shall comply with all air pollution control; water pollution, Safety and Health Ordinances and statues, which apply to the work performed pursuant to this contract, including any requirements, specified in state government codes. 21. OSHA Regulations CONTRACTOR hereby certifies awareness of the Occupational Safety and Health Administration (OSHA) standards and codes as set forth by the U.S. Department of Labor, and the derivative Cal/OSHA standards, laws and regulations relating thereto, and verifies that all performance under this Agreement shall be in compliance therewith. 22. Right to Acquire Equipment and Services Nothing in this agreement shall prohibit the DISTRICT from acquiring the same type or equivalent equipment and/or service from other sources, when deemed by the DISTRICT to be in its best interest. 23. Ownership/Use of Contract Materials and Products Page 26 of 35

27 San Diego Community College District Auditing Services, RFP #17-06 The CONTRACTOR agrees that all materials or images in any form, including electronic, or other products created by CONTRACTOR for which CONTRACTOR has been compensated by DISTRICT pursuant to Section 3. of this contract shall be the sole property of the DISTRICT and may be used for such purposes, including, but not limit to, duplication and distribution, as the DISTRICT determines. CONTRACTOR further agrees not to release or circulate in whole or part such materials or products without prior written authorization of the DISTRICT. 24. Use by Political Entities terms and conditions This agreement between the DISTRICT and the CONTRACTOR for the DISTRICT s requirements of select items(s) of personal services, the CONTRACTOR agrees to extend the same pricing, terms and conditions to each and every political entity, special District, and related nonprofit entity in San Diego COUNTY. It is understood that political entities, special District and related nonprofit entities shall make purchases in their own name, make direct payment, and be liable directly to the CONTRACTOR holding the DISTRICT harmless. The San Diego Community College District may, at its option, charge an administrative fee to those political entities, special District and related non-profit entities that avail themselves use of this agreement. The CONTRACTOR(s) shall report annually or as otherwise requested by the DISTRICT, usage and total sales dollar amount information for each individual political entity, special District, and related non-profit entity utilizing DISTRICT awards. 25. Contractor s Responsibility 25.1 It is understood that the CONTRACTOR has the skills, experience and knowledge necessary to perform the services agreed to be performed under this Agreement, and that the DISTRICT relies upon the CONTRACTOR S representations about its skills, experience and knowledge to perform the CONTRACTOR S services in a competent manner. Acceptance by the DISTRICT of the services to be performed under this Agreement does not operate as a release of said CONTRACTOR from responsibility for the work performed It is further understood and agreed that the CONTRACTOR is apprised of the scope of the work to be performed under this Agreement and the CONTRACTOR agrees that said work can and shall be performed in a fully competent manner. 26. Conflict of Interest CONTRACTOR shall have no interest, and shall not acquire any interest, direct or indirect, which will conflict in any manner or degree with the performance of services required under this Agreement. 27. Non-Discrimination CONTRACTOR shall not discriminate in the provision of services, allocation of benefits, accommodation in facilities, or employment of personnel on the basis of ethnic group identification, race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or gender in the performance of this Agreement, and, to the extent they shall be found to be applicable hereto, shall comply with the provisions of the California Fair Employment Practices Act (commending with Section 1410 of the Labor Code), the Federal Civil Rights Act of 1964 (P.L ), and the Americans with Disabilities Act of 1990 (42 U.S.C. S1210 et seq.). 28. Assurances CONTRACTOR will comply with the District policies and procedures where applicable. In the event that the policies and procedures promulgated by the District are more restrictive, but not in conflict with Federal or State policies and procedures, those issued by the District will prevail. 29. Records and Documents Page 27 of 35

28 San Diego Community College District Auditing Services, RFP #17-06 CONTRACTOR shall make available, upon written request by any duly authorized Federal, State or DISTRICT agency, a copy of this Agreement and such books, documents and records as are necessary to certify the nature and extent of the costs of the services provided by CONTRACTOR. All such books and records shall be maintained by CONTRACTOR for at least five years from the termination of this Agreement and be available for audit by the District. CONTRACTOR to provide District with reports and information relative to this Agreement and in accordance with terms set forth herein, as requested by District. 30. Monitoring CONTRACTOR hereby agrees to establish procedures for self-monitoring and shall permit an appropriate official of the DISTRICT, State or Federal government to monitor, assess or evaluate CONTRACTOR S performance under this Agreement upon reasonable notice to CONTRACTOR and at any reasonable time. 31. Confidentiality 31.1 The Contractor shall protect from unauthorized disclosure names and other identifying information concerning persons receiving services pursuant to this Agreement, except for statistical information not identifying any client. The Contractor shall not use such information for any purpose other than carrying out the Contractor s obligations under this Agreement. The Contractor shall promptly transmit to the DISTRICT all requests for disclosure of such information not emanating from the client. The Contractor shall not disclose, except as otherwise specifically permitted by this Agreement or authorized by the client, any such information to anyone other than the DISTRICT. For purposes of this paragraph, identity shall include, but not be limited to, name, identifying number, symbol, or other identifying particular assigned to the individual, such as finger or voice print or a photograph. 32. Administration/Contract Liaison The SAN DIEGO COMMUNITY COLLEGE DISTRICT Purchasing Agent, or designee, shall administer this Agreement on behalf of the DISTRICT. The Purchasing department is to serve as its liaison with CONTRACTOR in connection with this agreement. 33. Notices All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parties at the addresses set forth below and are deemed submitted one day after their deposit in the United States mail, postage prepaid: San Diego Community College District (INSERT DEPARTMENT NAME) (INSERT ADDRESS) CONTRACTOR (INSERT CONTRACTOR NAME) (INSERT ADDRESS) 34. Force Majeure 34.1 In the event CONTRACTOR is unable to comply with any provision of this agreement due to causes beyond their control such as acts of God, acts of war, civil disorders, or other similar acts, CONTRACTOR shall not be held liable to DISTRICT for such failure to comply In the event DISTRICT is unable to comply with any provision of this agreement due to causes beyond its control relating to acts of God, acts of war, civil disorders, or other similar acts, DISTRICT shall not be held liable to CONTRACTOR for such failure to comply. 35. Mutual Cooperation The DISTRICT agrees to cooperate with the CONTRACTOR in the CONTRACTOR s performance Page 28 of 35

29 San Diego Community College District Auditing Services, RFP #17-06 of services for the DISTRICT under this Agreement, including providing the CONTRACTOR with reasonable facilities and timely access to DISTRICT data, information and personnel. The DISTRICT shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to the CONTRACTOR. 36. EDD Reporting Requirements 36.1 In order to comply with child support enforcement requirements of the State of California, the San Diego Community College District may be required to submit a Report of Independent Contractor(s) form DE 542 to the Employment Development Department. The selected contractor agrees to furnish the required Contractor data and certifications to the San Diego Community College District within 10 days of notification of award of contract when required by the EDD It is expressly understood that this data will be transmitted to governmental agencies charged with the establishment and enforcement of child support orders and for no other purposes and will be held confidential by those agencies. Failure of the contractor to timely submit the data and/or certificates required may result in contract being awarded to another Contractor. In the event a contract has been issued, failure of the Contractor to comply with all federal and state reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignments Orders and Notices of Assignment shall constitute a material breach of contract. Failure to cure such breach within 60 calendar days of notice from the DISTRICT shall constitute grounds for termination of the contract If you have any questions concerning this reporting requirement, please call (916) You may also contact your local Employment Tax Customer Service Office listed in your telephone directory in the State Government section under Employment Development Department, or you may access their Internet site at Entire Agreement This Agreement, including any Statement(s) of Work entered into pursuant to it, constitutes the entire agreement of the parties hereto with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement. DISTRICT: (INSERT DEPARTMENT NAME) (INSERT ADDRESS) CONTRACTOR: (INSERT CONTRACTOR NAME) (INSERT ADDRESS) Signature: Print Name: (YOUR NAME HERE) Title: (INSERT TITLE) Dated: Signature: Print Name: (CONTRACTOR NAME HERE) Title: (INSERT TITLE) Dated: Page 29 of 35

30 ATTACHMENT D REFERENCES Contractor must be able to present evidence of satisfactory experience in providing audit services. List references for educational or governmental entities that can be contacted for an assessment of past client satisfaction. List dates and number of years each Reference has been using your firm s auditing services. Name of Entity: Address: City / State / Zip Code: Contact Person: Phone Number / Ext: Title: Dates & # of Years Using Your Firm s Services: FAX #: Name of Entity: Address: City / State / Zip Code: Contact Person: Phone Number / Ext: Title: Dates & # of Years Using Your Firm s Services: FAX #: Name of Entity: Address: City / State / Zip Code: Contact Person: Phone Number / Ext: Title: Dates & # of Years Using Your Firm s Services: FAX #: Contractor s Signature: Date: Contractor Printed Name: Page 30 of 35

31 ATTACHMENT E NON-COLLUSION AFFIDAVIT State of California, County of, being first duly sworn, deposes and says that he or she is (name) of (company) the party making the foregoing bid: That the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or a sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or fix any overhead, profit, or cost element of the bid, or of that of any other bidder, or to secure any advantage against the public body awarding the contract or anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. I certify (or declare) under the penalty of perjury that the foregoing is true and correct. Contractor s Signature Date Page 31 of 35

32 ATTACHMENT F WORKERS COMPENSATION CERTIFICATION Labor Code section 3700 relevant parts provides: Every employer except the State shall secure the payment of compensation in one or more of the following ways: (a) By being insured against liability to pay compensation in one or more insurers duly authorized to write compensation insurance in this state. (b) By securing from the Director of Industrial Relations a certificate of consent to self-insure, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his/her employees. I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability of worker s compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. Contractor s Signature Date (In accordance with article 5 (commencing at section 1860), chapter 1, part 7, division 2 of the Labor Code, the above certification must be signed and filed with the District prior to performing any work under this contract.) Page 32 of 35

33 ATTACHMENT G San Diego Community College District MINORITY, WOMAN AND DISABLED VETERAN-OWNED BUSINESS ENTERPRISE CERTIFICATION Each bidder is required to complete the certification below and return it to the Purchasing and Contract Services office, San Diego Community College District, as part of the Bid package. 1. Is your firm a Minority Business Enterprise as designed below in terms YES NO (a) through (c)? (a) A sole proprietorship which is owned by a minority (i.e., American Indian or Alaskan native, Asian or Pacific Islander, African-American, or Hispanic), or a corporation, partnership, or firm, 51 percent of the stock, partnership interest, or other interests of which are owned by one or more minorities; and (b) Managed by, and the daily business operations are controlled by, one or more minorities; and (c) With its home office located in the United States, which is not a branch or subsidiary of a foreign corporation, firm, or other business. 2. Is your firm a Woman-Owned Business Enterprise as defined below in YES NO items (a) through (c)? (a) A sole proprietorship which is owned by a woman, or a corporation, partnership, or firm, in which 51 percent of the stock, partnership interests, or other interests of which are owned by one or more women; and (b) Managed by, and the daily business operations are controlled by, one or more women; and (c) With its home office located in the United States, which is not a Branch or subsidiary of a foreign corporation, firm, or other business. 3. Is your firm a Disabled Veteran-Owned Business Enterprise as defined YES NO below in item (a)? (a) A business enterprise certified as a disabled veteran business enterprise by the Office of Small and Minority Business, pursuant to Military and Veterans Code Section 999, or a business enterprise that certifies that it has met such standards. I certify that I have made a diligent effort to ascertain the facts with regard to representations made herein and, to the best of my knowledge and belief, similar information for subcontractors can be supplied if requested/required. I also understand that any misrepresentations may be grounds for termination of contract(s) or disqualification as non-responsive in the issuing or award of future contract(s). Name/Title of CEO or Authorized Officer Company Name Signature Date Page 33 of 35

34 ATTACHMENT H STATEMENT OF CERTIFICATION OF COMPLIANCE WITH EQUAL EMPLOYMENT OPPORTUNITY PROGRAM (1 OF 2) I hereby certify that (Legal Name of Contractor) is in compliance with the Civil Rights Acts of 1964; Executive Orders and 11375; Department of Labor and Treasury Regulations 41CFR, Chapter 60; California Fair Employment Practices Act; and any other applicable federal and state laws and regulations relative to equal opportunity employment, including laws and regulations hereinafter enacted. I further certify that the above named contractor is in compliance with San Diego Community College District Policies and Procedures Attached hereto is the Equal Employment Opportunity Plan of the above named Contractor. This contractor agrees to comply with the terms and conditions of such plan, if awarded business by the San Diego Community College District, and further agrees that the plan and this certificate are to be incorporated in and become a part of each contract document between the District and the above named Contractor. The below must be signed by the person who has primary responsibility for the administration of the above named organization s Equal Employment Opportunity Program. Print Name Signature Date EEO Compliance approved by: Return this form to: SAN DIEGO COMMUNITY COLLEGE DISTRICT Business Services - Purchasing Department 3375 Camino del Rio South Equal Opportunity & Diversity Officer San Diego, CA Johanna Palkowitz Page 34 of 35