Loading...
HomeMy WebLinkAboutAdditional InformationDate: May 18, 2021 These documents were provided as additional information to the Auditor Selection Committee RESOLUTION NO. 2021- 06 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, ESTABLISHING AN AUDITOR SELECTION COMMITTEE PURSUANT TO SECTION 218.391, FLORIDA STATUTES; PROVIDING FOR THE AUDITOR SELECTION COMMITTEE'S SCOPE OF DUTIES; PROVIDING FOR AUDITOR SELECTION PROCEDURES; PROVIDING FOR THE REPEAL OF PRIOR INCONSISTENT RESOLUTIONS, SEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, section 218.391(2), Florida Statutes, requires that the City Commission establish an Auditor Selection Committee for the primary purpose of assisting the City Commission in selecting an auditor to conduct the annual financial audit required by section 218.39, Florida Statutes; and WHEREAS, section 218.391(3), Florida Statutes, requires the Auditor Selection Committee to establish factors to use for the evaluation of audit services, to publicly announce requests for proposals, to provide interested firms with requests for proposals, to evaluate proposals provided by qualified firms, and to rank and recommend to the City Commission, in order of preference,no fewer than three(3)firms deemed to be the most highly qualified to perform the required services; and WHEREAS,the City Commission deems that this Resolution is in the best interests ofthe public health, safety, and welfare of the citizens of Winter Springs. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, SEIMINOLE COUNTY, FLORIDA, THAT: Section 1.Incorporation of Recitals. The foregoing recitals are deemed true and correct and are hereby fully incorporated herein by reference. Section 2. Committee Established. The City Commission hereby establishes an Auditor Selection Committee ("Committee") which shall consist of three (3) members. Committee members shall include one member of the City Commission and two other qualified persons selected by the City Manager. City employees shall not serve on the Committee. Members of the Committee should possess or obtain basic understanding of governmental financial reporting and auditing. The City Commissioner appointed shall serve as the chair ofthe Committee. City of Winter Springs Resolution No. 2021- 06 Page 1 of 7 Section 3. Scope of Duties. The Committee shall serve in an advisory capacity to the City Commission in selecting an auditor to conduct the annual financial audit required by section 218.39, Florida Statutes, and shall serve no other purposes. Specifically, the Committee shall establish factors to use for the evaluation of audit services, publicly announce requests for proposals, provide interested firms with requests for proposals, evaluate proposals provided by qualified firms and such other responsibilities expressly provided under Section 218.391, Florida Statutes. The Committee shall rank and recommend to the City Commission, in order of preference, no fewer than three (3) firms deemed to be the most highly qualified to perform the required services. However, if fewer than three firms respond to the request for proposal, the Committee shall recommend such firms as it deems to be the most highly qualified. The Committee shall not have the authority to expend City funds. Committee members shall not receive compensation for their service on the Committee, but may receive reimbursement for expenses incurred in performing their duties, provided such expenses are approved in advance by the City Commission or City Manager. All meetings of the Committee shall be open to the public in accordance with the Sunshine Law. Section 4. Auditor Selection Procedures. The following requirements and procedures shall be followed by the Committee: A. Guidance. The Committee shall be guided by the City Manager and Finance Director and designees who shall serve as the Committee's technical advisors. In addition, to the extent applicable and consistent with this Resolution,the Committee,when performing the responsibilities required hereunder, shall be guided by the Guidance Manual published by the State of Florida Auditor General, a copy of which is attached hereto for reference purposes. B. Requestfor Proposal(`RFP'). The Committee,with the assistance of its technical advisors, shall prepare a Request for Proposal, which shall be guided by the GFOA Handbook including the list of 24 information elements that should be considered in designing an RFP for audit services. (See Page 8 of the Florida Auditor General Manual). At such time the RFP is approved by the Committee, the Committee shall then publicly announce, in a uniform and consistent manner, each occasion when independent auditing services are required to be purchased by the City. The public notice shall be published in a newspaper of general circulation in Seminole County,public procurement sites and such other places approved by the City Manager or his designee to solicit a sufficient number of qualified audit firms. The notice shall include a general description of the audit services required and indicate how interested firms can apply for consideration. The Committee shall provide RFP's to firms that have expressed an interest in providing audit services to the City including providing information on how proposals are to be evaluated and such other information the Committee determines is necessary for the firm to prepare a proposal. City of Winter Springs Resolution No. 2021- 06 Page 2 of 7 C. Factors. The Committee shall establish factors to use for the evaluation of audit services to be provided by a certified public accounting firm duly licensed under Chapter 473, Florida Statutes and qualified to conduct audits in accordance with government auditing standards as adopted by the Florida Board of Accountancy. Such factors shall include, but not be limited to, ability of personnel, experience, ability to furnish the required services, and such other factors as may be determined by the Committee to be applicable to its particular requirements. D. Proposal Evaluation. I. Proposals will initially be reviewed by City staff for compliance with bid proposal requirements. Staff will prepare a checklist to reflect proposal compliance with the elements of the RFP. Staff will submit all proposals and the compliance checklist to the Committee, and will provide information as to which proposals it deems responsive and non-responsive. 2.The Committee shall evaluate proposals submitted by qualified firms. If compensation is one of the factors established by the Committee, compensation shall not be the sole or predominant factor used to evaluate the proposals. When establishing the factors, the Committee is encouraged to consider the following requirements and criteria: a.The audit firm shall not otherwise be currently affiliated with the City. Past services to the City shall not be considered an affiliation. b.The audit firm shall be duly licensed to practice in the State of Florida pursuant to chapter 473, Florida Statutes. C.The audit firm's professional personnel shall be current in all continuing professional education credits for the two (2) years preceding the proposed contract effective date. d.Any other audits being performed by the audit firm shall not create a conflict of interest with respect to the firm's audit of the City. e.The audit firm shall have a history of performing quality audits as demonstrated by recent external quality control reviews. f.The audit firm shall adhere to the instructions in the RFP in preparing and submitting the proposal. City of Winter Springs Resolution No. 2021- 06 Page 3 of 7 g.The audit firm shall demonstrate its past experience and performance with the City, if applicable, and other comparable government engagements. h.The audit firm shall demonstrate the quality and competency of its professional personnel to be assigned to the engagement, and the quality of its management support personnel available for technical consultation. i.The audit firm shall demonstrate its ability to furnish the required services to the City based upon its recent, current and projected workload. j.The audit firm shall demonstrate experience with applicable state and federal grant programs. k.The audit firm shall demonstrate the adequacy of its proposed staffing for various segments of the engagement. 1.The audit firm shall demonstrate the adequacy of its analytical procedures to be used in the engagement. M. The compensation proposed by the audit firm for its audit services. However, if considered, such fees will not be the sole or predominant factor used to evaluate proposals. n.Any other recommendations provided by the Florida Auditor General (See Pages 6 and 7 of the attached Manual). E. Oral Presentations (optional). After evaluation of the written proposals, the Committee at its discretion decide to interview a list of three (3) audit firms which it determines to be the best qualified to perform the requested audit services. Each of those firms shall be invited to make an oral presentation of the firm's qualifications to the Committee. F. Audit Firm Ranking and Recommendation After evaluating the written proposals submitted under the RFP,and conducting any oral presentations required by the Committee under subsection E,the Committee shall rank and recommend in order of preference based on the established evaluation factors no fewer than three firms deemed to be the most highly qualified to perform the required services after considering the factors established pursuant to this Resolution. If fewer than three firms respond to the RFP, the Committee shall recommend such firms as it deems to be the most highly qualified. The Committee City of Winter Springs Resolution No. 2021- 06 Page 4 of 7 shall submit, in writing, its rankings and recommendation to the City Commission. G. Final Selection and Contract Approval. The City Commission shall inquire of qualified firms as to the basis of compensation, if further inquiry is necessary beyond the proposed compensation stated in any submittal, select one of the firms recommended by the Committee, and negotiate through the City Manager a written contract using one of the methods set forth in Section 218.391(4),Florida Statutes. If the City Commission is unable to negotiate a satisfactory contract with any of the recommended firms, the Committee shall recommend additional firms, and negotiations shall continue in accordance with this procedure until an agreement for auditing services is reached. H. The procurement of audit services under this Resolution shall be evidenced by a written contract, as approved by the City Commission, embodying all provisions and conditions of the procurement of such services. An engagement letter, signed and executed by both parties, shall constitute a written contract. At a minimum, the contract shall include the following: a. The services to be provided and the fees or other compensation for such services. b. A requirement that invoices for fees or other compensation be submitted in sufficient detail to demonstrate compliance with the terms of the contract. C. The term of the contract, including renewals, and conditions under which the contract may be terminated or renewed. d. The contract entered into pursuant to this Resolution may be renewed without the use of the auditor selection procedures set forth herein; however, such renewals shall be in writing and approved by the City Commission. Section 5. Severability. If any section, subsection, sentence, clause,phrase,word, or portion of this Resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, whether for substantive or procedural reasons, such portion shall be deemed a separate, distinct, and independent provision, and such holding shall not affect the validity of the remaining portions of this Resolution. Section 6. Repeal of Prior Inconsistent Resolutions. All prior resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of the conflict. Section 7. Effective Date. This Resolution shall become effective immediately upon its adoption by the City Commission of Winter Springs, Florida. City of Winter Springs Resolution No. 2021- 06 Page 5 of 7 SIGNATURE PAGE FOLLOWS] City of Winter Springs Resolution No. 2021- 06 Page 6 of 7 ADOPTED by the City Commission of the City of Winter Springs, Florida, in a Regular Meeting duly assembled on the/L9""'day of May 2021. f W KEVIN MCCANN,Mayor ATTEST: CHRISTIAN GOWAN, City Clerk o Approved as to legal form and sufficiency for U the City of Winter Springs,Florida only: ANTHONY A. GARGANESE,City Attorney d E to City of Winter Springs Resolution No. 2021- 06 Page 7 of 7 SAE O FLORIDA AUDITOR GENERAL AUDITOR SELECTION AND AUDITOR SELECTION COMMITTEE GUIDANCECE EFFECTIVE FOR AUDITS FOR FISCAL YEARS ENDED SEPTEMBER 30, 20205 AND THEREAFTER SEP"TEI" BI R 202 Table of Contents AuditorSelection Law ..........................................,............................................................. 1 Auditor Selection Committee Composition and Size ............................,.......................... 1 Legal Requirements........................ 1 NonmandatoryGuidance.........................................................................»................. 2 Small Government Considerations..................................................„,........................ 3 Auditor Selection Committee Responsibilities................................................................... 3 LegalRequirements...................................................„...........................,........ —...... 3 Nonmandatory Guidance ..................................................................................,..,.„.. 3 Establishment of the Auditor Selection Committee ............................„....»„»... 3 Auditor Selection Committee Responsibilities .............................................„.. 4 Communications with the Auditor Selection Committee ................................. 6 Small Government Considerations...................„.......»..........................................„..... 6 AuditProposal Evaluation Factors...................................................................,.»............... 6 LegalRequirements.......................................................— ............................. ........ 6 Nonmandatory Guidance .................„......„.......................„.......................................... 6 Audit Firm Qualifications ..........................................„,.,........................»........ 6 Technical Qualifications...........................................................7 Useand Elements of Request for Proposal ..................................................................... 7 LegalRequirements. ..................................................................„......»........».„............ 7 Nonmandatory Guidance .............---.................„..................,................................. 7 Public Announcement for Audit Services ..........................,............................ 8 Elements of the Request for Proposal.........»...................„................................. 8 Useand Elements of Audit Services Contract................................................................. 14 Legal Requirements .............................----.......,..,...,......................................„.... 14 Nonmandatory Guidance ..................»......„....„.„......................................................... 14 Engagement Letter..................................................................„........................, 14 Required Contract Elements—,....-...........................„,........„.......................... 14 Additional Contract Elements .........................................„...............,.............. 15 Appendices Appendix A—Auditor Selection Law(Section 218.391, Florida Statutes) .................. 17 Appendix B—Questions and Answers ...................................................................... 19 Appendix C—Auditor Selection and Auditor Selection Committee Resources ............ 24 Auditor Selection Law Section 218.391, Florida Statutes,' the auditor selection law, establishes required procedures for the selection of auditors to perform the financial audits required by Section 218.39, Florida Statutes, for counties, municipalities, special districts, district school boards, charter schools, and charter career technical centers. These procedures help ensure selection of a qualified auditor and satisfactory audit effort. Section 218.391, Florida Statutes, is included as Appendix A to this document. The established auditor selection process requires a request for proposal (RFP) for the solicitation of the necessary audit services, and a selection and negotiation process in which fees cannot be the sole or predominant reason for selecting a particular audit firm. The auditor selection law requires that the governing body of each county, municipality, special district, district school board, charter school, and charter technical career center establish an auditor selection committee. Section 218.391(2)(d), Florida Statutes, provides that while the primary purpose of the auditor selection committee is to assist the governing body in selecting an auditor to conduct the financial audit, the auditor selection committee may serve other audit oversight purposes as determined by the entity's governing body. The purpose of this document, which was initially prepared by an Auditor Selection Task Force established by the Auditor General, is to provide additional nonmandatory guidance regarding the auditor selection committee and the selection of auditors for performing the financial audit required by Section 218.39, Florida Statutes. Specifically, this document provides guidance in the following areas: Composition of auditor selection committees. M Responsibilities of auditor selection committees. Audit proposal evaluation factors. Use and elements of an RFP for audit services. Use and elements of audit services contracts. Additional auditor selection topics are included in Appendix B - Questions and Answers. A listing of resources used to prepare this guidance is included in Appendix C. This document includes numerous references to guidance from the Government Finance Officers Association (GFOA) for audit committees because such guidance is relevant to auditor selection committees assigned audit oversight responsibilities. Auditor Selection Committee Composition and Size Legal Requirements Section 218.391, Florida Statutes, provides that the auditor selection committee for a county must, at a minimum, include each of the county officers elected pursuant to the county charter or Article Vill, Section 1(d) of the State Constitution, or their respective designees, and one member of the board of county commissioners or its designee. The auditor selection committee for a municipality, special district, district school board, charter school, or charter technical career center must consist of at least three I All statutory references in this guidance are to the 2019 Florida Statutes. 2 The Task Force included representatives of the Florida Association of Counties, Florida Association of Court Clerks and Controller, Florida Association of Public Purchasing Officers, Florida Association of Special Districts, Florida Government Finance Officers Association, Florida Institute of Certified Public Accountants, Florida League of Cities, and Florida School Finance Officers Association. Also included were representatives of the Auditor General's Office, the Legislative Auditing Committee,and the former Legislative Committee on Intergovernmental Relations. Page 1 members, one of which must be a member of the governing body and who must serve as the committee chair. No employee of the county, municipality, special district, district school board, charter school, or charter technical career center may serve as a member ofthe auditor selection committee; however, an employee of the county, municipality, special district, district school board, charter school, or charter technical career center may serve in an advisory capacity. Nonmandatory Guidance The effectiveness of an auditor selection committee in performing its assigned duties is dependent on the qualifications and skills of its members and the relationship of the members to the governing body. GFOA Best PracticeS3 recommend the following regarding the composition of audit committees, which would also apply to auditor selection committees: Ideally, all members of the committee should possess or obtain a basic understanding of governmental financial reporting and auditing. The audit committee also should have access to the services of at least one financial expert, either a committee member or an outside party engaged by the committee for this purpose. Such a financial expert should through both education and experience, and in a manner specifically relevant to the government sector, possess 1) an understanding of generally accepted accounting principles and financial statements; 2) experience in preparing or auditing financial statements of comparable entities, 3) experience in applying such principles in connection with the accounting for estimates, accruals, and reserves, 4) experience with internal controls; and 5) an understanding of audit committee functions. For governmental entities experiencing difficulty in acquiring financial expertise on the audit committee, alternative means of acquiring such expertise include, but are not limited to, obtaining assistance from another governmental entity's chief financial officer, engaging an independent financial professional, or providing a training program for audit committee members to develop the necessary financial knowledge. To ensure the committee's independence and effectiveness, no governing body member who exercises managerial responsibilities that fall within the scope of the audit should serve as a member of the audit committee. GFOA Best PracticeS4 suggest that the actual audit committee membership be composed of the governing body or a subset of the governing body. Under this approach, it is likely that the entity will need to engage an outside party to obtain the needed experience in governmental financial reporting and auditing. The audit committee members should be provided an orientation on the duties and responsibilities of the committee, including such topics as objectives of internal control, accounting, auditing, and financial reporting to assist in making sound judgments. An audit committee should have sufficient members for meaningful discussion and deliberation, but not so many as to impede its efficient operation. As a general rule, the minimum membership of the committee should be no fewer than three. Another factor that could affect the size of the audit committee, particularly in smaller communities, is the availability of individuals who possess both the skills desired of an audit committee member and the willingness to make the commitment to perform effectively as a member. It is important that the entity not compromise these factors, as well as independence considerations, in establishing the size of the audit committee. 3 GFOA's Best Practice: Audit Committees(October 2008). 4 GFOA's Best Practice: Audit Committees(October 2008). Page 2 Members of the audit committee should be educated regarding both the role of the audit committee and their personal responsibility as members, including their duty to exercise an appropriate degree of professional skepticism. GFOA Best Practices5 suggest that audit committee members be provided training regarding the audit committee function. This is particularly critical where the committee members are governing body members who may not possess the needed experience in governmental financial reporting and auditing. At a minimum, such training might include making members familiar with this guidance and the publications referenced herein. Small Government Considerations Smaller entities may experience difficulty in obtaining the necessary experience in governmental financial reporting and auditing from a source that is independent from financial management of the entity. Qualified persons willing to provide such experience may simply not be available within the community. In such instances, the small entity might consider consulting with larger entities in the area to identify employees or consultants of those entities who might be willing to work with their auditor selection committee. A smaller entity may also opt to include members of the auditor selection committee of the larger entity on its auditor selection committee. Regardless of the method used to provide an auditor selection committee function, ultimate responsibility for the selection of the auditor rests with the governing body. Auditor Selection Committee Responsibilities Legal Re iuirement The primary purpose of the auditor selection committee, as contemplated in Section 218.391, Florida Statutes, is to assist in the selection of an auditor to conduct the financial audit required by Section 218.39, Florida Statutes. Section 218.391(3), Florida Statutes, establishes the duties of the auditor selection committee to include: Establishment of factors to be used for the evaluation of audit services to be provided by an audit firm. Public announcement of an RFP. o Provision of interested firms with the RFP. Evaluation of proposals provided by qualified firms. Ranking and recommendation in order of preference of no fewer than three firms deemed to be the most highly qualified to perform the required services. If fewer than three firms respond to the RFP, the committee shall recommend such firms as it deems to be the most highly qualified. The auditor selection committee may also serve other audit oversight purposes as determined by the entity's governing body. Nonmandata Guidance Establishment of the Auditor Selection Committee. GFOA Best Practicess advise that the audit committee be formally established by charter, enabling resolution, or other appropriate legal means. Likewise, Florida local governmental entity auditor selection committees should be formally established by charter, ordinance, resolution, or written policies and procedures adopted by the governing body. In addition to addressing the composition of the auditor selection committee (see the previous section, Auditor Selection Committee Composition and Size), the formal means by which the auditor selection committee is established should define the 5 GFOA's Best Practice: Audit Committees(October 2008). 6 GFOA's Best Practice: Audit Committees(October 2008). Page 3 committee's responsibilities and prescribe committee member qualifications consistent with GFOAreoommandmUons. GFO& Best Pnantioem/ recornmmnd that the audit committee be established in such a manner that the auditors engaged to conduct the financial audit report directly to the audit committee. If the auditor selection committee is assigned oversight responsibilities with respect to the independent audit and the establishment of internal controls and adequate management pnoomeoes' the GFCJA'm Best Practice: Audit Committees (October3OO8) should be consulted for additional guidance. oGF{]A Best PracUces indicate that all audit committee iaa practical means for a governing body to provide much needed independent review and oversight of the government's financial reporting prooeeaos, internal oontro|s, and independent auditors. GFCABest Practices further indicate that, bx effectively carrying out its functions and responaibi|ibes, an audit committee helps to ensure that management properly develops and adheres to a sound system of internal cmntro|s, that procedures any in place to objectively assess management's practices, and that the independent muditona, through their own ravievv, objectively assess the entity's financial reporting practices, The GF[3A'mpublication, Governmental Accounting, Auditing, and Financial Reporting (2012). also known mm the GFOA Blue Book,o indicates that governing bodies are responsible for ensuring that management fulfills its obligations in regard to internal control and financial reporting. The GFOA Blue Book"also indicates that governing bodies typically establish audit committees for this purpose and audit committee responsibilities, in addition to audit oversight, include selecting the auditors. Accordingly, although State |avv assigns ihiy task to the auditor selection committee, consideration should be given tm using the auditor selection committee asan audit committee as onnh*mnp|a1md by the GFOA. The GFOA Blue Book" further indicates that: o The auditors should report directly bothe audit committee. u The audit oomnnnKiem should have access tothe reports of any internal audibmna, as well as access to any annual internal audit work plans. o The audit committee should publish the results of its work in an annual written report to the governing body. Should the auditor selection committee be assigned audit oversight responsibilities that are in addition to the statutorily mandated auditor selection committee responsibilities (i.e., used as an audit committee as contemplated by the GFQA), consideration should be given to CSFOA guidance regarding audit committee responsibilities. For mxornp|e' the GFQA(m Audit Management Handbook (GF{]/\ Handbook) recommends that, in addition to auditor se|ect|on, the audit committee perform the following functions: o Monitoring the Audit xThe F/\Handbook indicates that concerns of interest to the audit committee during the audit would include whether the audit is progressing on schedule and whether potential problems are identified and immediately cnrreoted, if appropriate. Potential problems might include difficulties in gathering information or contacting key pmraonne|, discovery of instances or indications of fraud, GFO/(s Best Practice:Audit Committees(October 2OV8). GFCA'o Best Practice:Audit Committee (October2O08). GFOA Blue Book,Chapter 44. page 761. GFO«Blue Book, Chapter 44.pages 7O1 and 782. GFOA Blue Book,Chapter 44. pages 7D2 through 7M4. x GFOAHandbook. ChopterV.pages 87 and O8. Page waste, or abuse that require immediate attention, and circumstances that could result in a modified opinion. Monitoring can be accomplished through periodic progress reports or meetings. Review of Final Audit Reports. The GFOA Handbook13 recommends that the audit committee review each of the auditor's reports to gain a thorough understanding of problems identified by the auditor to provide the background needed to address resolution of the problems. In view of the emphasis placed on management letters in Florida law and the Rules of the Auditor General,14 an auditor selection committee assigned audit oversight responsibilities should review the management letters required to be submitted as a part of the audit report. For the committee to effectively review the results of the audit, the results must be communicated in a manner that assures a thorough understanding by the committee members. In lieu of relying solely on the delivery of a written audit report, this might be accomplished at a public meeting15 in which committee members have an opportunity to ask questions of the auditors. This could be done either in addition to, or in conjunction with, a public meeting of the entity's governing body at which governing body members would also have an opportunity to question the auditors. If the findings are presented at a governing body meeting, consideration should be given to a meeting convened solely or predominantly for this purpose to assure that the findings are adequately communicated. o Audit Resolution The GFOA Handbook16 points out that while it is management's responsibility to implement corrective—action—related—to—audit—findings,—the audit committee should be responsible for monitoring management's implementation. The GFOA Handbook suggests that governing bodies may want to require management to answer to the governing body for any failure to implement corrective action plans in a timely manner to the satisfaction of the audit committee. Specified entities are required by Auditor General Rule 10.558(1) to provide the Auditor General with responses to all audit findings included in their financial audit reports. The responses are required to include corrective action designed to prevent recurrence of any findings included in the audit report. o Auditor Evaluation The GFOA Handbook17 views auditor evaluation as the first step of the subsequent year's audit procurement or, if audit procurement is not scheduled for the subsequent year, a process for identifying and recommending needed improvements in the auditor's performance. The GFOA Handbook recommends that the audit committee meet with management to discuss matters pertaining to the auditor's performance including: ability to meet deadlines; compliance with other provisions of the audit contract; competence and cooperativeness of the audit staff; and thoroughness and reasonableness of audit adjustments, findings, and recommendations. In assessing the overall effectiveness of the audit, the auditor selection committee may determine a need for audit procedures that are in addition to the minimum procedures 13 GFOA Handbook,Chapter 6,pages 88 through 91. 14 All references in this guidance to Rules of the Auditor General rules are to Chapter 10.500, Rules of the Auditor General effective for fiscal years ending September 30,2019, and thereafter. 15 Auditor selection committee meetings are subject to the Sunshine Law(Section 286.011, Florida Statutes)as discussed in question 11 of Appendix B-Questions and Answers. 16 GFOA Handbook, Chapter 6,page 92. 17 GFOA Handbook,Chapter 6,page 92. Page 5 necessary to issue on opinion on financial statements. Such information would be useful in preparing future requests for proposals. Communications with the Auditor Selection Committee. If the auditor selection committee is assigned audit oversight responsibilities (i.e.' is acting as an audit connnlittee), effective communication between the auditors and the auditor selection committee imnecessary. Financial aUditnoonductmdpurouonttoSaotion218.38. F|ohdaStadutas. muotbenmnductedinmoromdanoa with auditing standards generally accepted in the United States" and government auditing s1andands.19 Auditing standards generally accepted in the United States require that amd|hmna nomnrnuniCRte cartain maifters with the audit committee or other subgroup of those charged with Qovernanoe:» and communicate with the audit committee regarding internal control-related maftermuI and identified or suspected noncompliance with laws and regulations.22 Small Ggyerrimprit Considerations VVMi|m smaller enUbmo may lack the resources to expand the use of the auditor selection committee to accommodate all or many of the nonmmandotory audit oversight functions described ebove, all entit|ea, regardless of size, are required to use the committee for auditor selection. The entities are encouraged touse the auditor selection committees for the other functions to the extent available in their particular circumstances. Additional discussion regarding the establishment of auditor selection committees by small governments is included in the Auditor Selection Committee Composition and Size section. Audit Proposal Evaluation Factors Legal Reguirements; Section 218.391/3\(a), Florida StatuUao, requires that the auditor selection committee establish factors to be used for the evaluation of audit services to be provided and that such factors inc|ude, but not be limited bJ. ability of personnel, experience, ability tofurnish the requested services, and such other factors as rnay he determined by the committee to be applicable to the particular requirements. Section 218.391(3)(d). Florida Statutes, prohibits the use of compensation ao the sole orpredominant factor for evaluating proposals. Nonmandatory Guidance ConsistentConsistentwith|th Florida law, GF0A Best Pmactioeoaostete "The audit procurement pnmoegm should be structured so that the principal factor in the selection of an independent auditor is the auditor's ability to perform a quality audit. Price should not be allowed to serve as the sole criterion for selection of an independent auditor." Audit Firm gualifications. VVhi|g Florida |axv pnaechbme minimal audit firm qualifications that must be considered in selecting onauditor, the GFO4 /fmndhook2wdescribes an evaluation process tobe used inselecting the auditor that includes certain mandatory criteria that must bm met bxthe auditor to qualify for further consideration. The criteria listed bw the GFOAHandbook include: These standards are promulgated by the AICPA in its publication A/CFA Professional Standards. All references in this guidance buAKlFA Professional Standards are»o such standards ondifiodeouf July 1.2O19. oThooeotandordeampmmu|gatadbyUhoComu¢m||e,Gonenm| ofthoUnibadS\o0aoindhepub|icoxionGovmmmentAuditivg Standards. u»Ak:FA Professional Standards,AU-C Sections 2OD.D8`14. a`A/{PM Professional Standards,AU-C Sections 385.11 `15. 2zA/CPAProfessional Standards,AU'C Sections 25O.21 `23. 23 GFOA'm oont Practice:Audit Procurement(March 2008). GFOA Handbook,Chapter 5.page 79. Page 6 o Meets applicable independence requirements. o License to practice as a CPA in the State. o Receipt of adequate continuing professional education by key personnel. o Completion of a quality control review within the past 3 years. o A history of performing quality audits. Technical_ Qualifications. The GFOA Handbook25 indicates that if a point system is used to evaluate proposals, the total points should be divided between two categories for technical qualifications of proposers: (1) expertise and experience and (2)audit approach. Expertise and experience qualifications could include, for example: o Past experience and performance on comparable government engagements. o Quality of the firm's professional personnel to be assigned to the engagement and quality of the firm's management support personnel to be available for technical consultation. o Experience with specific State and Federal grant programs. o Information technology expertise. Audit approach qualifications include, for example: o Adequacy of proposed staffing plan (hours and level) for the various segments of the engagement. o Adequacy-of-sampling-techniques: o Adequacy of analytical procedures. The GFOA Handbook26 points out that technical qualifications should be tailored to meet each government's unique environment and specific audit requirements and cites as an example a government that sponsors its own pension plan for employees, which might require actuarial expertise. The GFOA Handbook also recommends assignment of point value ranges to each criterion to aid in the evaluation of the technical qualifications of proposers, which allows the entity to reflect the relative importance of the qualifications for that government and engagement i.e., allows the entity the flexibility to reflect qualitative differences in the qualifications presented in the proposals). Use and Elements of Reguest for Proposal Legal Re uirements Pursuant to Section 218.391(3)(c), Florida Statutes, the auditor selection committee must provide interested audit firms with an RFP. The RFP is required to include information on how proposals are to be evaluated and such other information as the committee determines is necessary for the firm to prepare a proposal. Nonmandatory Guidance The GFOA Blue Book27 states that an effective RFP serves two purposes: 1) provides enough information about the entity to allow potential auditors to assess whether their particular experience and resources would be a"good match"for the engagement, and 2)elicit enough information from responding audit firms to assess their ability to perform a high quality government audit. 25 GFOA Handbook, Chapter 5,page 80 and 81. 25 GFOA Handbook, Chapter 5,page 81. 27 GFOA Blue Book, Chapter 44,page 771. Page 7 Public Announcement for Audit Services. Section 218.391(3), Florida Statutes, provides that the auditor selection committee shall publicly announce an RFP and provide interested firms with the RFP. To achieve the benefits of a competitive selection process, it is critical that there be sufficient responses by qualified audit firms to the RFP. The GFOA Handbook 28 states that a well-planned solicitation effort is needed to identify a sufficient number of qualified audit firms. This can be accomplished in a variety of ways and the law does not mandate any specific method. The method selected should provide sufficient time for the potential responders to prepare an appropriate response. The NIGP: Institute for Public Procurement,19 in its publication Public Procurement Guide for Elected and Senior Government Officials,30 indicates that potential service providers should be given a minimum of'14 to 30 days to prepare bids or proposals. To promote competition, the method of noticing the RFP should be designed to reach as many potential providers of audit services as possible. The GFOA Handbook" identifies several methods for identifying and of reaching qualified audit firms from which proposals can be solicited, including advertisement in local newspapers, notice in a publication of the state society of certified public accountants, inquiries of other entities in the same region, and direct mailing to audit firms. In Florida, the Auditor General maintains a database of local government audit reports received, including the names of the audit firms that conducted the audits, thereby providing another source that entities may find useful for identifying and reaching potential audit firms. If the entity opts to advertise in a newspaper, the newspaper selected should have adequate coverage to assure an opportunity for a sufficient number of responses. Elements of the Reguest for Pro oral. The GFOA Handbook 32 includes a list of 24 information elements that should be considered in designing an RFP for audit services. These elements generally either provide information to the prospective proposers regarding the RFP evaluation process or assure that adequate information is provided by the proposers to allow for an informed decision by the entity. It may not be necessary to include all of these elements in the RFP, but each element should be considered, and those elements considered to be appropriate for the given circumstances should be incorporated. The elements listed in the GFOA Handbook consist of: 1. How proposals will be evaluated. The RFP should clearly state the factors upon which the selection will be based and could provide: a. The relative weights of the evaluation factors, particularly with respect to qualifications and price, when price is considered as one of the evaluation factors. b. A statement that price will not be the sole or predominant factor to assure that highly qualified firms will receive appropriate consideration and to discourage the submission of proposals with unrealistically low prices by less qualified firms. c. Auditor qualifications that are mandatory for all proposers. d. Particular qualifications that will be considered more favorably (e.g., experience with particular grant programs). 28 GFOA Handbook, Chapter 4,page 27. 29 NIGP: Institute for Public Procurement is a membership-based, nonprofit organization composed of members representing Federal, state, provincial and local government levels throughout the United States and Canada and provides support to professionals in the public sector procurement profession. 30 NGIP Public Procurement Guide for Elected and Senior Government Officials(2016),page 17. 31 GFOA Handbook, Chapter 4,pages 27 and 28. 32 GFOA Handbook,Chapter 4,pages 29 through 45. Page 8 2. Procedures to be followed in the proposal process. The prospective proposers who will be incurring the cost of preparing and presenting a proposal will need specific information as to how to respond to the RFP. Such information might include: a. The appropriate format to use in making the proposal. b. Identification of a contact person. c. Whether there will be a pre-proposal conference. d. Information regarding the submission of proposed prices (i.e., audit fees), such as the form or timing of submission of the proposed audit fee or the level of detail required to support the proposed audit fee (e.g., number of hours x level of staff at set rate per hour).33 e. Other aspects of the proposal process, including submission deadlines, consideration of late proposals, and notification of evaluation and auditor selection results. 3. Brief description ofthe entity and its accounting systems and financial reporting structures. Prospective proposers require information that will provide a basis for determining the type and amount of resources that will be needed to perform the audit. This information might include: a. General description of the entity, including: 1. The entity's fiscal year. ii. Services the entity provides its citizens. Ill. Organizational chart and key personnel. iv. Size of the entity (e.g., geographic area, number of employees, total budget or payroll). v. The entity's documented policies and procedures. b. Fund structure and basis of accounting. c. Involvement in Federal awards programs and State financial assistance projects. d. Description of pension plans. e. Information regarding component units and joint ventures. f. Magnitude of financial operations. g. Scope of information systems, including networking, software vendors, and major applications. h. Existence, size, and scope of the internal audit function. L Contact person for access to prior audit information. 4. Known weaknesses in the entity's internal control structure. Prospective proposers will want to be made aware of significant known internal control deficiencies. This could be accomplished by providing the proposers with a copy of the prior year external audit report(including financial statements, auditor's reports, and management letters), prior year adjusting entries, and the status of prior audit report findings(corrected or uncorrected). It may also be useful to provide proposers recent relevant internal audit reports. 33 Section 218.391, Florida Statutes, permits consideration of compensation in selecting the auditor; however, Section 218.391(3)(d), Florida Statutes, prohibits the use of compensation as the sole or predominant factor for evaluating proposals. Additionally,Section 218.391(5),Florida Statutes,provides that the method used by the entity to select,and negotiate a contract with, an auditor must ensure that the agreed-upon compensation is reasonable to satisfy the requirements of Section 218.39, Florida Statutes,and the entity's needs. Page 9 5. Anticipated implementation problems arising from new authoritative pronouncements. An entity's readiness to implement new pronouncements, laws, or regulations having a significant impact on the entity's financial operations and reporting could impact the auditor's consideration of the resources needed to perform the audit. 6. Principal contacts inside and outside the entity. Examples of contacts that proposers might want to be aware of as individuals with whom they will be expected to interact during the engagement include: a. Chief executive officer. b. Chief financial officer. c. Auditor selection or audit committee members. d. Director of internal audit. e. Grants management personnel. f. Legal counsel. 7. Level of assurance to be required of the auditor for each type of information contained within the report. The auditor will need to be made aware of circumstances that might impact the scope of the audit. Such circumstances might include the audit of the financial statements of a component unit by another audit firm or a determination of compliance with specific legal requirements that will require an auditor's report based on an examination conducted in accordance with AICPA Professional Standards 34 pursuant to Auditor General Rule 10,556(10). 8. Auditing standards required for the engagement Pursuant to Florida 1aW35 and Auditor General Rule 10.551(4), all required financial audits of entities in Florida are to be performed in accordance with Government Auditing Standards promulgated by the Comptroller General of the United States. The RFP might include a statement to this effect to avoid any misunderstanding. 9. The auditor's specific reporting responsibilities. Although the auditor's reporting responsibilities are described in the auditing standards and the Rules of the Auditor General, the GFOA Handbook recommends listing the reporting responsibilities in the RFP. This could be most easily accomplished by reference to the Rules of the Auditor General, Chapter 10.550 (Local Governmental Entity Audits), Chapter 10.800 (Audits of District School Boards), or Chapter 10.850 (Audits of Charter Schools and Similar Entities), as appropriate. For Florida local governmental entity financial audits, the scope of the work to be performed by the auditor could include: a. Expression of opinion in conjunction with a full-scope audit of a comprehensive annual financial report (CAFR) (optional under Florida law and Rules of the Auditor General) or a report on basic financial statements only (minimum requirement for all local government audits). b. Federal or state single audit reports (required if certain thresholds are met). c. Management letter(required for all local government audits). AICPA Professional Standards,AT-C Section 315. 35 Financial audits required by Section 218.39, Florida Statutes, and defined by Section 218.31(17), Florida Statutes, must be conducted in accordance with Government Auditing Standards. Page 10 d. An auditor's report prepared in accordance AICPA Professional Standards36 pursuant to Auditor General Rule 10.556(10). Expected deliverables should also include any requirement for separate opinions for any debt issues or to meet any other reporting requirements. 10. The type and amount of assistance available from the entity. Entities can sometimes reduce the cost of their audits by providing certain assistance to the auditor. To formulate the type and amount of resources to be applied to the audit, the auditor needs information as to the type and extent of assistance that will be available from the entity. The GFOA Handbook refers to various types of assistance including internal audit support, clerical support, and preparation of schedules. A statement might be included acknowledging that the entity is responsible for preparing draft financial statements. Any anticipated concerns regarding the ability of the entity to do so should be disclosed. 11. Required audit timetable and deliverables. The GFOA Handbook recommends that the RFP include the latest acceptable dates for the following: a. Entrance conference. b. Completion of interim audit work. c. Completion of year-end field work. d. Submission of audit adjustments and draft findings. e. Exit conference. f. Issuance of reports. 12. Additional services to be required of the auditor. Auditors often provide additional services beyond audit services; however, the ability of auditors to provide nonaudit services to an audit client has been severely limited by Government Auditing Standards. Careful consideration should be given to the restrictions on such services prior to including them in the RFP. Government Auditing Standards 37 suggest that auditors performing nonaudit services obtain agreement from the entity's management that management will perform the following functions regarding nonaudit services: a. Assume all management responsibilities. b. Oversee the services using an individual with suitable skill, knowledge, or experience. c. Evaluate the adequacy and results of the services. d. Accept responsibility for the results of the services. 13. Information on auditor workspace and access to telephones, copiers, FAX machines, and computers. The GFOA Handbook suggests that the RFP include information on the location and type of workspace that will be made available to the auditor, as well as availability of telephones, Internet access, copy machines, FAX machines, and computer hardware and software. 36 AlCPA Professional Standards,AT-C Section 315. 37 Government Auditing Standards(2018 Revision)paragraph 3.76. Page 11 14. Procedures to be followed to determine if additional audit work is necessary and the fee basis applicable to such work. Circumstances sometimes arise in which the scope of the audit may need to be expanded beyond what was anticipated in the RFP. For example, an entity might request the auditor to perform additional work in an area where the auditor discovered certain control weaknesses. The GFOA Handbook recommends that the RFP indicate that the scope of the audit may only be broadened with the entity's consent and request that proposers indicate how the fee for additional work related to a scope expansion would be determined. 15. Information needed from proposers to evaluate their qualifications. A primary purpose of the RFP is to provide the entity with information needed to assess the professional skill and experience of the auditors who will perform the engagement. The GFOA Handbook recommends that the RFP ask for the following information from the proposer: a. Overall size of the audit firm, b. Location and number of professional staff who will perform the engagement. c. Identification and qualifications of personnel to be assigned to the engagement, including: i. Names and government audit experience of the partner in charge of the audit and other partners who will be assigned review or quality control functions. ii. Names of the manager and other supervisory personnel who will be assigned to the engagement, including information about their government audit experience. iii. Information on certification, licensure, and CPE training of each of the above. iv. Information on membership in professional societies (e.g., AICPA, FICPA, FGFOA, GFOA, AGA) of each of the above. v. Background and qualifications, including experience, of all other professional audit or other staff assigned to the engagement. The GFOA Handbook also recommends that the RFP clearly set forth: (1) the circumstances in which the audit staff may be changed; (2) the need for new staff to meet the same level of qualifications; and (3) the entity's right to reject or approve replacements. 16. Requirement for auditors to furnish a statement that they meet the appropriate criteria for independence. Auditors are required to maintain independence, both in fact and appearance, regarding audit clients. The GFOA Handbook suggests that the RFP require a formal statement from the proposers that they meet the guidelines for independence as set forth in applicable auditing standards. 17. Request for references from other entity clients. The GFOA Handbook suggests that the RFP ask proposers to furnish the names of governments (preferably of similar type and size) for which they have recently performed similar audits, and contact information for those governments. 18. Request for information on the results of peer reviews. Government Auditing Standards38 require that auditors performing audits in accordance with those standards (in Florida, this includes local governmental entity financial audits conducted pursuant to Section 218.39, Florida Statutes) undergo external peer review at least once every 3 years. The GFOA Handbook recommends that the RFP ask proposers to provide the entity with a report on their most recent peer review, and whether it included 38 Government Auditing Standards(2018 Revision)paragraph 5.84. Page 12 a review of the quality of specific government audits. The RFP could also ask for the results of desk or field reviews of their audits by Federal or state agencies, 19. Request for information on the status of any disciplinary actions undertaken against the firm. The GFOA Handbook recommends that the RFP request information on whether any disciplinary action has been taken against the firm at the Federal or state level and, if such action has been undertaken, the current status of the action, In Florida, certified public accountants may be subject to punishment for a misdemeanor committed pursuant to Section 473.322(2), Florida Statutes, or to disciplinary action by the Florida State Board of Accountancy pursuant to Section 473.323(3), Florida Statutes. 20. Request for detailed information on the proposer's anticipated audit approach. The GFOA Handbook points out that, in addition to information regarding the proposer's qualifications, the proposer's audit approach should be evaluated to determine that the proposer has a sound understanding of the scope of the engagement and the entity's environment. Additionally, the entity needs assurance that the proposer will apply the appropriate level of effort needed to perform the engagement satisfactorily. The GFOA Handbook recommends that the RFP ask for the following types of information: a. The extent to which the firm proposes to employ statistical sampling techniques. b. The extent to which the firm proposes to employ analytical procedures. c. The manner in which the firm intends to segment the engagement. d—The-hours of staff time at each level that will be devoted to each segment. e. The approach proposed for gaining and documenting the auditor's understanding of the entity's internal controls. f. The approach proposed for determining which laws and regulations should be tested for compliance. g. The method of drawing samples for tests of compliance. 21. Requirements applicable to working papers and cooperation with other auditors. The GFOA Handbook recommends that the RFP clearly establish the period for retention of the auditors working papers by the auditor and parties who are allowed access to the working papers. In establishing the retention period, the entity should consider that AICPA Professional StandardS39 require financial statement auditors to retain"audit documentation of any nature" (this would include audit working papers)for at least 5 years after release of the audit report. This should be considered a minimum retention period in drafting an audit services contract. The GFOA Handbook also recommends that the RFP include provisions requiring accessibility to the working papers by Federal cognizant agencies; principal auditors, where component units are audited by other auditors; parties designated by the entity as part of an audit quality control review; and successor auditors for matters relating to continuing accounting significance. 22. Policy toward joint proposals or the use of subcontracting. The use of subcontracting or joint ventures on the part of auditors can be a means for encouraging participation by smaller firms. The GFOA Handbook recommends that any subcontracting after the audit contract is awarded be subject to the entity's right to approve or reject subcontracting firms. Further, if joint proposals or subcontracting is allowed, the RFP should request proposers to identify the firm that will serve as the principal auditor, 39 AlCPA Professional Standards,AU-C Section 230.17, Page 13 23. Right to reject proposals, demand additional information, and use unsuccessful The GFOA Handbook recommends that the RFP indicate that the entity: o. Retains the right to reject any orall proposals, b. Retains the right to request additional information from proposers and failure bo provide the information could result in rejectionofaproposal. c. Reserves the right to retain proposals and use ideas from them. d. Is nut obligated in any manner to reimburse 0mme for ousts incurred in connection with responding*J the RFP. 24. Any additional language bo meet the requirements mf applicablelaws and regulations. The GFOA Handbook suggests that the entity be ovxure of and include any specific language required by law orregulation. Use and Elements of Audit Services Contract Legal Requirements Section 218.391(7). Florida Statutes, requires that every procurement of audit services be evidenced bya written contract embodying all provisions and conditions of the procurement of such services. An engagement letter signed and executed by both parties constitutes a written contract. The written contract shall include, eda minimum, the following: 9rovioion specifying the services to be provided and fees or other compensation for such services. A provision requiring that invoices for fees and other compensation be submitted in sufficient detail bo demonstrate compliance with the terms uf the contract. provision specifying the contract period. including renevva|s, and conditions under which the contract may be terminated or renewed. Section 210.391/8\' Florida StatVtes, provides that written contracts may be renewed (pursuant to renewal periods specified in the contract)without the use of auditor selection procedures and that such renewals shall be in writing. Nonmandatory Guidance The audit services contract is a legally binding agreement that should be prepared and reviewed with the advice of legal counsel. The GFOA Handbookl» suggests that the written agreement incorporate by reference the terms of the RFP and specific language regarding the understanding between the entity and the auditors. The entity should also be careful to ensure that the written agreement terms are consistent with the terms of the successful proposal. Enaaaement Letter. While Section 218.381(7)' Florida 8tatUtes, authorizes the use of an engagement letter as an audit services oontrmot, if it is signed by both part|es, the use of on engagement letter does not relieve the need to include all provisions that would constitute a good contract and protect both the entity and the auditor. Reguired Contract Elements. Am indicated above, there are certain legally required elements that must he included in the audit services contract. Additional guidance for each of these elements follows: o Services to be provided and fees or other compensation (Section 318.391(7)&d, Florida 8bnb/8aa0. ^4/CPA Professional Standards" indicate that agreed upon tmrnno of the audit engagement should indudw, among other things, the objective and scope of the audit, the nmopong|bi|iUmm of the auditor, and the responsibilities of entity management. ^4/CPA GFOA Handbook, ChopterO.page 85. 4`A/CPA Professional Standards,AO-C Section u1o.1O. Pmge14 Professional Standards42 also suggest elaborating on the scope of the audit, to include reference to applicable legislation, regulations, generally accepted auditing standards, and ethical and other pronouncements of professional bodies to which the auditor adheres. Florida law and the Rules of the Auditor General include several requirements that impact the scope of the audit in addition to the required auditor's reports on the financial statements and State and Federal programs. Specifically addressing these requirements in the contract helps to preclude any subsequent misunderstandings regarding the auditor's responsibilities. o Invoices for fees and other compensation in sufficient detail to demonstrate compliance with the contract (Section 218.391(7)(b), Florida Statutes). AICPA Professional Standards43 suggest that the basis on which fees are computed and any billing arrangements be included in the engagement letter (contract). The basis for payment may vary from a lump sum arrangement to specific rates to be paid for the services of specific employees or categories of employees of the audit firm and reimbursement for specific costs, such as travel, incurred in connection with the engagement. The level of detail on the invoice sufficient to demonstrate compliance with the terms of the contract will vary according to the basis for payment. In the case of a fixed fee contract, the basis for payment should be clearly defined within the audit services contract. If the contract identifies certain employees for which the firm will be paid at specified hourly rates, the contract should require invoices that indicate the numbers of hours worked by each employee and application of the appropriate rates. If the contract provides for reimbursement for certain actual costs, the contract should require invoices that demonstrate the costs actually incurred by the firm in the form of receipts or similar documentation. o Contract period, renewals, and termination (Section 218.391(7)(c), Florida Statutes). The contract must specify the number of years for which it will be in effect, including any options for renewal on the part of the entity. The law does not prescribe a maximum term for an audit services contract or a maximum number of renewal periods. Once the contract period, including renewals, has expired, any further required audit services must be subjected to the auditor selection law as required by Section 218.391, Florida Statutes. The GFOA's Best Practice: Audit Procurement (March 2019) recommends that governmental entities enter into multiyear agreements of at least 5 years in duration when obtaining the services of an independent auditor. The GFOA points out that such agreements allow for greater continuity and help to minimize the potential for disruption in connection with the independent audit and can also help reduce audit costs by allowing auditors to recover certain "start-up" costs over several years, rather than a single year. The appropriate length for the audit services contract is left to the judgment of the entity. However, as the auditor selection process established by law is intended to ensure selection of a qualified auditor and satisfactory audit effort, entities should avoid establishing excessive contract periods. Additional Contract Elements. Additional elements that are recommended by the GFOA Handbook44 to be made a part of the audit services contract include: o An independence assertion by the auditor. o Language describing the actions to be taken in the event of a disagreement as to whether certain procedures are within the scope of the contract. o Provisions to assure the availability of the auditor's services to aid the entity in the defense of claims that may arise as the result of audit work. 42 AICPA Professional Standards,AU-C Section 210.A23. 43 AICPA Professional Standards,AU-C Section 210.A23. 44 GFOA Handbook,Chapter 6,pages 85 through 87. Page 15 o Language concerning opportunitiesfor socially and economically disadvantaged individuals such language may be required bv law orroguhation). o C|ahhoaUmn of the auditor's duty to maintain the confidentiality of certain sensitive information. o Provisions establishing the entity's rights to terminate the contract and the procedures for doing so. o Stipulation as to how the value of the auditor's vvodo is to be determined if the engagement is terminated prior to completion. o Language establishing the auditor's sole liability for claims arising from the auditor's performance of the engagement. o Language requiring both the entity and the auditor to attempt to resolve disputes amicably. o Language requiring formal notification to the other party in the event of a disagreement(e.g., a disagreement over the scope of the audit) and indicating what is to be considered notification in such instance (m.0.. registered nnai|). o Language specifying how the terms ofthe contract can be waived ormodified. o Language clarifying that the contract's separate provisions are to stand alone, oo that ufailure bo meet one provision does not nullify the entire contract. o A requirement for the auditor bo obtain insurance coverage. o A prohibition against the auditor's delegating or subcontracting audit work without the entity's permission. In developing audit contracts, entities should consider an articlem titled Contract Issues for Governmental Audits that was jointly developed bythe AICPA and GFOAto educate governments and their auditors about clauses in contracts and engagement letters in the governmental environment that may not meet^4/CFAProfessional Standards and that may create uncertainty about the auditor's independence. As shown above, different professional organizations have placed varying emphasis on the contents of the contract for audit services. Entity nnmneQennent must determine the most appropriate provisions for a contract in o given set ofcircumstances. The mpaoiho elements and language to be included within o contract will ultimately be a matter of agreement between the entity and the audit firm. oA link 0o this article is provided in the GFOABest PnooUoe: Audit Procurement(March 20O9). Pmge16 218.391 Auditor selection procedures. 1\ Each local governmental entity, district school board, charter sohoo, or charter technical career center, prior io entering into o written contract pursuant bosubsection /7\. except aaprovided in subsection (B), shall use auditor selection pn0oedunya when selecting an auditor to conduct the annual financial audit required |nm. 218.39. i2\ The governing body of a county, municipality, special d|str1ct' d|sthct school board, charter school, or charter technical career center shall establish an auditor selection committee. a) The auditor selection committee for a county must, at a rnininnurn, consist of each of the county Cffioena elected pursuant to the county charter or s. 1(d). Art. \/||| of the State Constitution their respective designees, and one member of the board of county commissioners or its designee. b) The auditor selection conmnnidmm for a mnunioipa|itv, special dim1hct, district suhmm| bomrd, charter school, or charter technical career center must consist ofsd least three members. One member ofthe auditor selection committee must be a nnernhmr of the governing body of an entity specified in this paragraph, who shall serve aothe chair ofthe committee. o) An employee,achief executive officer,or a chief financial offim*rof the county,municipality,special distdct, district auhpV| boerd, charter school, or charter technical career center may not emn/e as a member of an auditor selection committee established under this subsection; however, an employee, a chief executive officer, or a chief financial officer of the countv, municipality, special disthot, district school-board'-charterschool, or-charter technical career contarnmayaan/ein-an'mdVioory-oapmcib/-- d) The primary purpose ofthe auditor selection committee isto assist the governing body inselecting an auditor to conduct the annual financial audit required in s.218.39; however,the committee may serve other audit oversight purposes as determined by the entity's governing body. The public may not be excluded from the proceedings under this section. 3) The auditor selection committee shall: m) Establish factors to use for the evaluation of audit services to be provided by a certified public accounting firm duly licensed under chapter 473 and qualified toconduct audits inaccordance with government auditing standards ag adopted bx the Florida Board of Accountancy. Such factors shall inc|ude, but are not limited to, ability of penaonne|, experienom, ability to furnish the required servioem, and such other factors as may be determined by the committee to be applicable to its particular requirements. b) Publicly announce requests for proposals. Public announcements must inc|udm, at a mininnurn, m brief description ofthe audit and indicate how interested firms can apply for consideration. o) F»nox4de interested firms with m request for proposal. The request for proposal mhmU include information on how proposals are to be evaluated and such other information the committee determines ia necessary for the firm to prepare aproposal. d) Evaluate proposals provided byqualified firms. |f compensation ioone of the factors established pursuant to paragraph (a)' it shall not bethe sole or predominant factor used to evaluate proposals. e) Ranh and recommend in order of preference no fewer than three firms deemed to be the most highly qualified to perform the noqu|nmd emn/ioes after considering the factors established pursuant to paragraph (a). |f fewer than three fimno respond to the request for proposal, the committee shall peoonnrnmnd such firms as i1 deems to be the most highly qualified. 4) The governing body shall inquire of qualified firms as to the basis of compensation, select one of the firms recommended by the auditor selection omnnnnUtee, and negotiate a oordnmot, using one of the following methods: PaQe17 a) If compensation is not one of the factors established pursuant bmparagraph (3)(a) and not used to evaluate firms pursuant bo paragraph 0Ve)` the governingbody shall negotiate eomntract with the finn ranked first. If the governing body is unable to negotiate a satisfactory contract with that finn, negotiations with that firm shall be formally terminated, and the governing body shall then undertake negotiations with the second-ranked firm. Failing accord with the second-ranked fimn, negotiations shall then be terminated with that firm and undertaken with the third-ranked firm. Negotiations with the other ranked finnashall be undertaken in the same manner. The governing body, in negotiating with firms, may reopen formal negotiations with any one of the three top-ranked firms, but it may not negotiate with more than one firm sdatime. b) If compensation is one of the factors established pursuant to paragraph (3)(a) and used in the evaluation of proposals pursuant to paragraph (3)(d\, the governing body shall mehuot the highest-ranked qualified firm or must document in its public records the naemon for not selecting the highest-ranked qualified firm. o) The governing body may select a firm recommended by the audit committee and negotiate contract with one of the recommended firms using an appropriate alternative negotiation method for which compensation im not the sole or predominant factor used to select the firm. d) In negotiations with firms under this section, the governing body may allow a designee to conduct negotiations on its behalf. 5) The method used by the governing body to select a firm recommended by the audit committee and negotiate a contract with such firm must ensure that the agreed-upon compensation is reasonable bo satisfy the requirements ofs. 218.39 and the needs ufthe governing body. G) |f the governing body io unable tmnegotiate a satisfactory contract with any mfthe recommended firms, the committee shall recommend additional firms, and negotiations shall continue inaccordance with this section until on agreement imreached. 7) Every procurement of audit services shall be evidenced byawritten contract embodying all provisions and conditions of the procurement of such services. For purposes of this oectinn, on engagement letter signed and executed by both parties shall constitute m written contract. The written contract shall, at m rnininmunn, include the following: e) Aprov/oion specifying the services to he provided and fees or other compensation for such services. h) /\ provision requiring that invoices for fees or other compensation be submitted in sufficient detail to demonstrate compliance with the terms of the contract. c) A provision specifying the contract pariod, including renavva|o, and conditions under which the contract may be terminated or renewed. 8\ Written contracts entered into pursuant to subsection (7) may be renewed. Such renewals may be done without the use of the auditor selection procedures provided in this section. Renewal ofa contract shall bo|nwriting, g) If the entity fails to select the auditor in accordance with the requirements of subsections (3)-(8), the entity must again perform the auditor selection process in accordance with this section hoselect an auditor hn conduct audits for subsequent.fiscal years. History'—n. O5. ch. 2001-366; s. 1. ch. 2OO5-32; a. 15, ch. 2010-15. Page 18 Appendix BI »Questions and Answers General 1. Are the auditor selection requirements of Section 218.391, Florida Statutes,to be applied whenever a local governmental entity(entity) contracts with a CPA firm for any audit services? Answer: No. Section 218.391, Florida Statutes, applies only to contracting for the financial audit required by Section 218.39, Florida Statutes. However,the use of selection procedures provided for in Section 218.391, Florida Statutes, and other Federal, State, or local laws is advisable when contracting for any audit services. 2. align: Is there a legal requirement or recommendation for mandatory rotation of auditors after a specified number of years or at the end of an audit services contract? Answer: No. Unless the entity has established its own mandatory auditor rotation requirement, there is no legal requirement for the mandatory rotation of auditors. The current auditor may be included in the auditor selection process at the end of the current audit services contract. The GFOA's Best Practice: Audit Procurement (March 2019) provides "While there is some belief that auditor independence is enhanced by a policy requiring that the independent auditor be replaced at the end of the audit contract ... the frequent lack of competition among audit firms fully qualified to perform public-sector audits could make a policy of mandatory auditor rotation counterproductive. In such cases, it is recommended that a governmental entity actively seek the participation of all qualified firms, including the current auditors, assuming that the past performance of the current auditors has proven satisfactory.' 3. U 2 '+ 0: If an entity is satisfied with the existing auditor and can negotiate acceptable fees, can the contract for financial audit services be renewed without going through the auditor selection procedures required by Section 218.391, Florida Statutes? Answer: A contract for financial audit services can be renewed only as provided in the contract, which is required to include a provision specifying the contract period, including renewals. 4. igp: Are the auditor selection procedures required to be used only when an entity decides to change auditors or initiate a request for proposals process? Answer: No. The revised auditor selection procedures are required to be followed when an audit contract period expires. The audit contract is required to include a provision specifying the contract period, including renewals. 5. uestio n: Chapter 2019-15, Laws of Florida, effective July 1, 2019, amended Section 218.391(2), Florida Statutes, to revise the requirements for establishing the auditor selection committee and appointing committee members. Does this impact an audit services contract that was in effect at July 1, 2019? Answer: No. An audit services contract that was in effect at July 1, 2019, can remain in effect through the end of the original contract term, including renewals. Entities are required to comply with the new auditor selection committee requirements for auditor selection procedures initiated after July 1, 2019. 6. loj3: Are audit services contracts required to include renewal option provisions? Answer: No. The contract is not required to include a renewal provision; however, a contract cannot be renewed in the absence of such a provision. Page 19 7. Is there a minimum or maximum number of years that an audit contract must cover? No. The audit services contract must specify a contract period including renewals, but the law does not specify a minimum or maximum number of years that an audit services contract must cover. This isleft tm the discretion mYthe entity and iee matter cf agreement between the entity and the audit firm. The entity should use prudent business practices in establishing the contract period. 8. Section 218.381(4)(c), Florida Statutes, provides that m governing body may select o firm recommended by the auditor selection oDrDOnittae and negotiate a contract with one of the recommended firms using an appropriate alternative negotiation method. Which specific provisions of the law may be considered nonmandatory under this provision by the applicatiull uf an alternative methodology? Answe : Regardless of the negotiation method used, an entity's governing body must establish an auditor selection committee pursuant to Section 218.391/2\, Florida Sta1Vtaa, and the auditor selection committee must perform its functions in accordance with the requirements of Sectimn218.3B1(3), Florida Statutes. Regardless of the method used to sa|aot the audit firrn, compensation may not be the sole or predominant factor used to select the finn (Section 218.381(3)/d\mnd (4)/c\. Florida Statutes). 9. Can mn auditor selection committee ratify,after the fact, arequest for proposal previously developed and issued by City personnel without the auditor selection committee's involvement? Answer: No. An auditor selection committee's statutorily prescribed function to exercise its discretion to create(and provide interested firms with)a request for proposals may not be delegated to o subordinate or other entity absent statutory authorization (see Attorney General cJpinion2O12-31\. 10.Can an entity select mn auditor to conduct a financial audit pursuant tm Section 21M.39. Florida Statutes, by piggybacking off of another entity's audit contract? Answe : No. Pursuant to Section 218'391(2). Florida Statutes, an entity seeking such audit services must establish an auditor selection committee and the committee must apply the auditor selection procedures prescribed by Section 218.391/3\' Florida Statutes. This law does not include aprovision that would allow for piggybacking,and an auditor selection committee's statutorily prescribed function may not be delegated to a subordinate or other entity absent statutory authorization (emm Attorney General Opinion 2O12-31). 11. Question: Are auditor selection committee meetings subject to the Sunshine Law(Section 286.O11. Florida Statutes)? Answe : Yes. Auditor selection committee meetings are subject to the Sunshine Law(i.e., noticing meetings and keeping minutes for all meetings) because the committee is not just fact-finding in nature but also makes decisions in ranking proposals and recommending to the governing body firms deemed bobe the most highly qualified to perform the auditing services. See discussion regarding application of the Sunshine law to advisory boards in Part 1, Section B.1, of the Attorney General's Government-in-the-Sunshine Manual. Auditor Selection Committee 12. Section 218.391/2\(o). Florida GtatuLee, provides that the auditor selection committee for a county must,st a minimum, consist of each of the county officers elected pursuant to the county charter or Article l/|||. Section 1(d) of the State Constitution mr their respective designees and one member ofthe board of county commissioners or its designee. May m county officer (i.o.. clerk of the court, sheriff, property appraiser, tax collector, supervisor of elections, or any other such officer in whom any portion of the fiscal duties of the such offimarm are under |avv separately placed) designate an employee of the county officer to serve in place of the county officer on the county's auditor selection committee? Page2O Pursuant to Section 218.391(2)(c), Florida Statutes, an employee of a county cannot serve on the county auditor selection committee. The term "employee' is not explicitly defined for purposes of applying this law; however, the term "county" as used in Section 218.391(2)(a), Florida Statutes, encompasses county officers and the board of county commissioners, indicating that the legislature intended the restriction imposed by Section 218.391(2)(c), Florida Statutes,to apply to employees of a county officer or of the board of county commissioners. Accordingly, a county officer may not designate an employee of a county officer to serve in place of the county,officer on the county auditor selection committee. However, the employee may serve in an advisory capacity for the auditor selection committee. 13. Qu eyeti2p: Section 218.391(2)(b), Florida Statutes, provides that the auditor selection committee for a municipality, special district, district school board, charter school, or charter technical career center must consist of at least three members, and one member must be a member of the governing body who must serve as the committee chair. Does this mean that only one member of the governing body may serve on the committee? AnjWgr. No. The committee can have as many members of the governing body as desired, but at least one member must be a member of the governing body who must be the committee chair. Dependent Spepial Districts 14. OU211igp: A dependent special district exceeds the audit threshold established by Section 218.39, Florida Statutes, and must provide for a financial audit requirement. Although the district is audited as part of a county or municipality pursuant to Section 218.39(3)(a), Florida Statutes, the district opts to also provide for a separate financial audit. Does the district have to select the auditor for the separate financial audit in accordance with Section 218.391, Florida Statutes? AnIME: No. As the district is not required to provide for a separate financial audit pursuant to Section 218.39, Florida Statutes, it is not required to follow the auditor selection procedures prescribed by Section 218.391, Florida Statutes, However, the use of such selection procedures is advisable to help ensure selection of a qualified auditor and satisfactory audit effort. 15. Qu2,1ti2n: A dependent special district exceeds the audit threshold established by Section 218.39, Florida Statutes, and must provide for a financial audit requirement. The district opts not to be audited as part of a county or municipality pursuant to Section 218.39(3)(a), Florida Statutes, but instead opts to provide for its own financial audit. Does the district have to select the auditor in accordance with Section 218.391, Florida Statutes? Aos)&eE: Yes, As the district is required to provide for a financial audit pursuant to Section 218.39, Florida Statutes, it is required in this situation to follow the auditor selection procedures prescribed by Section 218.391, Florida Statutes. 16.QUI%fi=: A dependent special district does not exceed the audit threshold established by Section 218.39, Florida Statutes; however, the district opts to provide for a financial audit. Does the district have to select the auditor in accordance with Section 218.391, Florida Statutes? AUSME: No. As the district is not required to provide for a financial audit pursuant to Section 218.39, Florida Statutes, it is not required to follow the auditor selection procedures prescribed by Section 218.391, Florida Statutes. However, the use of such selection procedures is advisable to help ensure selection of a qualified auditor and satisfactory audit effort. ComrrigniLy Redevelopment Agencies 17. gUgl1ion: A community redevelopment agency(CRA)exceeds the audit threshold established by Section 163.387(8), Florida Statutes, and must provide for its own financial audit. Does the CRA have to select the auditor in accordance with Section 218.391, Florida Statutes? Ap&Mi,q : No. Section 218.391, Florida Statutes, applies only to audits required by Section 218.39, Florida Statutes. Section 163.387(8), Florida Statutes, does not specify how the CRA is to select an Page 21 174r.IM ISM 22. Qugslion: If compensation is 20 percent of the ranking criteria and all other factors are each less than 20 percent, is compensation then the predominant factor, or must it be predominant of all factors combined, i.e., greater than 50 percent of all combined? Answer: "Predominant" is not defined in the law with respect to auditor selection. Certainly, weighting compensation at greater than 50 percent of all combined factors, would constitute predominant." Black's Law Dictionary defines "predominant" as "Something greater or superior in power and influence to others, with which it is connected or compared." Noncom fiance With Auditor Selection Law, 23. QU2jjjgO: Pursuant to Section 218.391(9), Florida Statutes, if an entity fails to select the auditor in accordance with Section 218.391(3)-(6), Florida Statutes, the entity must again perform the auditor selection process in accordance with this section to select an auditor to conduct audits for subsequent fiscal years. Does Section 218.391(9), Florida Statutes, apply to a situation where an entity selects an auditor to conduct a financial audit required by Section 218.39, Florida Statutes, without use of an auditor selection committee appointed by the entity's governing body? Answer: Yes. An entity cannot comply with Section 218.391(3), Florida Statutes, unless the entity's governing body has established an auditor selection committee to carry out the responsibilities prescribed by Section 218.391(3), Florida Statutes. 24. Qu2sil2n: An entity is notified that its auditor engaged to conduct a financial audit required by Section 218,39, Florida Statutes, was not selected in accordance with the requirements of Section 218.391(3)-(6), Florida Statutes. What should the entitydo? Answer: The entity should carefully review its auditor selection process to ensure compliance with Section 218.391(3)-(6), Florida Statutes. In doing so, the entity may want to consult with its legal counsel. If it is determined that the entity did not select the auditor in accordance with Section 218.391(3)-(6), Florida Statutes,the entity, at a minimum, must perform the auditor selection in accordance with Section 218.391, Florida Statutes,for the subsequent fiscal year audit as required by Section 218.391(9), Florida Statutes. However, if possible (e.g., an audit contract for the current fiscal year has not been executed, or if executed, can be legally terminated without significant financial costs, and there is sufficient time to reselect the auditor and comply with the audit report submittal deadline), the entity should reperform the auditor selection process for the current fiscal year audit. 25. Question: An auditor becomes concerned (e.g.,through the process of responding to a request for proposal for audit services)that an entity may not be selecting an auditor to conduct a financial audit required by Section 218.39, Florida Statutes, in accordance with the requirements of Section 218.391(3)-(6), Florida Statutes. What should the auditor do? Answer: The auditor should notify the entity's governing body of the concern. The entity may not be aware of the Section 218.391, Florida Statutes, auditor selection requirements or that its auditor selection process is not in accordance with that law. At a minimum, the auditor's notification should help ensure the entity's future compliance with Section 218.391, Florida Statutes. Also, depending on the timing of the auditor's notification, the entity may decide to reperform the auditor selection process. Auditors should also consider refraining from responding to a request for proposal for audit services from entities they know to be in violation of Section 218.391, Florida Statutes. Page 23 Anvendix C -Auditor Selection and Auditor Selection Committee Resources AICPA Audit Committee Effectiveness Center www.aicpa.orgi/forthet)ublic/auditcommitteeeffectiveiless) AICPA Professional Standards promulgated by the American Institute of Certified Public Accountants as of July 1, 2019. Audit Management Handbook, Stephen J. Gauthier, Government Finance Officers Association 1989) (Note: Publication of this Handbook was discontinued several years ago as a result of 1996 changes to the Federal Single Audit Act and changes in GFOA policy; however, the references to the Handbook in this guidance are consistent with current GFOA policy.) Choosing an External Auditor. A Guide to Making a Sound Decision, Mid-America Intergovernmental Audit Forum (August 2007) www.ni.gov/hunianseivices/olra/ocr)m/resources/tiDs/Mark ExtAuditor2. ffl GFOA's Best Practice: Audit Procurement (March 2019), Government Finance Officers Association (wwwgfoa,oEg/best-gractices/iiiteriial-gLotitrols) GFOA's Best Practice: Audit Committees (October 2008), Government Finance Officers Association (www.gfoa.org/best-gractices/internal-controls) Government Accounting, Auditing, and Financial Reporting (2012), Government Finance Officers Association Government Auditing Standards issued by the Comptroller General of the United States www.gao.gov/y,ellowbook How to Avoid a Substandard Audit. Suggestions for Procuring an Audit(May 1988), National Intergovernmental Audit Forum (www.gao.gov/12roducts/137493) Public Procurement Guide for Elected and Senior Government Officials promulgated by the NIGP: Institute for Public Procurement (2016) (www,nigp.org/homelfind-procuremelit- resources/elected-officials-r)rocurement-gwide) Page 24 CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org REQUEST FOR PROPOSAL (RFP) RFP 04-21 HQ – AUDITING SERVICES Due Date: June 8, 2021 – 2:00 p.m.   RFP 04‐21 HQ 5/14/2021    1  To: All Prospective Proposers From: Maria Sonksen, Finance Director Dear Potential Proposer: The City of Winter Springs, Florida, a municipal corporation existing under the laws of the State of Florida, herein after also referred to as the “City”, does hereby announce that it is accepting written proposals from all qualified firms or individuals interested in providing the services generally described herein and as specified in the “Scope of Services” of this Request for Proposals (RFP) document. The successful Proposer(s) must demonstrate by qualifications, experience, availability, approach, and work plan that will best serve the overall needs of the City. If you are interested in preparing a response to this RFP, please read the requirements carefully and complete the proposal in the manner as set forth in this RFP document. Your response is considered a binding offer to perform in the manner described in the proposal response and shall remain a firm offer for a period not to exceed one hundred eighty (180) days from public opening. Also please be aware that, under the competitive proposal process, the stipulations set forth herein are fully binding on the Proposer to the extent that you confirm acceptance by your signature on the Price Proposal and Acceptance of Terms Form, herein. All proposals shall be received by the due date and time as indicated herein. Questions regarding this solicitation must be received in writing not later than the date and time as indicated in the Proposal Schedule. Responses to those questions considered material to the solicitation shall be distributed via formal addenda and posted to DemandStar at the following link https://www.demandstar.com/app/agencies/florida/city-of-winter-springs-purchasing-department/procurement- opportunities/788dff02-ceb4-4081-9c8d-8196ecbbf31a/ and the City website at https://www.winterspringsfl.org/rfps. It is the responsibility of the Proposer to read the Proposal Schedule for date/time of the Pre-proposal Conference, if applicable. All Proposers are advised that under Chapter 119, Florida Statutes, all responses are deemed a public record and open to the public as provided for in said statute. The City welcomes your response to this RFP document. Proposals should be prepared in accordance with the RFP instructions and will be evaluated by the City as stated in the evaluation section of this document. The City reserves the right to waive any formalities, to reject any or all proposals or to re- advertise for proposals for these services. The City may withdraw all or part of this RFP at any time to protect the interests of the City. All Proposers are asked to be thorough yet concise in their response. Failure to provide the response in the manner prescribed herein may be grounds for disqualification. Thank you for your interest in doing business with the City of Winter Springs, Florida.  CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    2  TABLE OF CONTENTS ADVERTISEMENT FOR BIDS SECTION 1 Project Overview 2 Proposal Schedule 3 General Instructions 4 Proposal Response and Format 5 Evaluation Process 6 General Terms and Conditions ATTACHMENT A Insurance Requirements B Conflict of Interest and Non-Collusion Statement C Addendum Receipt Acknowledgement Certification D Drug-Free Workplace Certification E Organizational Information F References G Contractor Certification Regarding Scrutinized Companies H Price Proposal and Acceptance of Terms Form I Statement of No Bid Submittal EXHIBIT 1 Scope of Work 2 Sample Agreement for Services    CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    3    ADVERTISEMENT FOR BIDS REQUEST FOR PROPOSAL Bid Proposals are hereby solicited by the City of Winter Springs, Florida for: AUDITING SERVICES Bid No. RFP 04-21 HQ Sealed Bids must be received by June 8, 2021 at 2:00 P.M. at the City of Winter Springs, 1126 East S.R. 434, Winter Springs, FL 32708. Bid opening will be immediately after at City of Winter Springs, 1126 East S.R. 434, Winter Springs, FL 32708, in City Hall Commission Chambers. The Bidding Documents may be downloaded in pdf format from DemandStar at the following link https://www.demandstar.com/app/agencies/florida/city-of-winter-springs-purchasing-department/procurement- opportunities/788dff02-ceb4-4081-9c8d-8196ecbbf31a/ and the City’s website https://www.winterspringsfl.org/rfps .    CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    4    SECTION 1 PROJECT OVERVIEW 1.01 INTENT AND PURPOSE The City is interested in contracting with one (1) qualified firm to provide Auditing Services. Auditing Services to include, but are not limited to, the professional services of a Certified Public Accountant for the provision of financial and compliance audits as required pursuant to Section 218.39, Florida Statutes, as amended and the preparation of the Comprehensive Annual Financial Report. The audit should be performed in accordance with generally accepted auditing standards, the standards set forth for financial audits in the U.S. General Accounting Office’s (GAO) Government Auditing Standards, the provision of the Federal Single Audit Act of 1996 and the Office of Management and Budget (OMB), 2CFR Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Super Circular”). Budgets are adopted annually in accordance with the City’s Charter and expenditures are controlled in accordance with written policies and procedures. 1.02 BACKGROUND The City of Winter Springs was incorporated in 1959 and is located about 15 miles outside Downtown Orlando. The main roadway through the City is State Road 434. The City of Winter Springs is a charter city with its legislative powers held by the Mayor and City Commission that functions under a Commission/Manager form of government. The Mayor and five City Commissioners are elected to serve four-year terms; while each of the five City Commissioners residing within a different district, they and the Mayor are elected at-large to serve the entire City rather than specific neighborhoods. The City provides a full range of services to include, police, road & right of ways, sidewalks, parks, stormwater, wastewater, water and other infrastructure, engineering, planning and community development, code enforcement, general administration and support services, and recreational and cultural events. Additional City information can be found at:  https://www.winterspringsfl.org/ 1.03 TERM It is anticipated an Agreement will be awarded for a period of five (5) years that may be extended at the option of the City for additional one (1) year terms upon mutual agreement of the parties. The City will reserve the right to cancel this agreement for convenience at any time with ninety (90) days advance written notice. The decision to renew or extend the contract shall be at the discretion of the City. The City expects to develop a collaborative relationship with the selected proposer for the services. CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    5  1.04 MINIMUM REQUIREMENTS In order to be considered, the firm must meet all of the following criteria: The audit firm is independent of the City and licensed to practice in the state of Florida. The Proposer shall provide an affirmative statement that it is independent of the City of Winter Springs as defined by generally accepted auditing standards and the U.S. General Accounting Office Government Auditing Standards. The Proposer shall provide an affirmative statement indicating the firm and all assigned key professional staff are properly registered and licensed to practice in the State of Florida and qualified to perform governmental audits. Please include same under Tab “A”. The proposer shall provide proof of the above minimum qualification by furnishing copies of letters, certificates, etc. (as applicable); which clearly document said qualifications. Failure to provide said documentation with your proposal may be grounds for deeming your proposal unresponsive and removing it from further consideration. This is a non-negotiable item. A. The Proposer must be in good standing and must not be listed in the System for Award Management (SAM) as an excluded party. B. Licenses: All licenses required by the Proposer, whose businesses and professions are regulated by the Florida Department of Business and Professional Regulation, must be active and current. C. The Firm shall have been in business for a minimum of five (5) consecutive years or demonstrate with written documentation that they had ownership in a Firm with combined experience of ten (10) years and maintain an active license to perform similar services as requested in this RFP within the State of Florida. This requirement is based on the solicitation’s due date. Provide documentation to demonstrate meeting the minimum requirements with your proposal response, such as the State of Florida Certificate of Status or other written documentation. The Proposer must provide proof that they have held and maintained a current State of Florida Business License for the specified period. D. If the business headquarters is located outside of the State of Florida, they must be licensed to perform services in both their home state and the State of Florida, and must have an office in the State of Florida. The Firm shall have been in business for a minimum of five (5) consecutive years. This requirement is based on the solicitation’s due date. Proposer shall provide documentation to demonstrate meeting this minimum requirement with your proposal response. Documentation may include, but not be limited to, local business tax receipts, corporation documents with date of inception, and certificate of authority. Proof of Certificate of Authority issued through the Department of State, in compliance with Florida Statute 607.1501, is required within ten (10) business days upon notice of intent to award. Evidence of authority to conduct commercial business in the State of Florida - Provide Sunbiz report showing your company registered as “Active”. Financial Capacity - The Proposer may be required to provide financial performance information upon request by the City. The financial information must be received by the City within five (5) Days of Proposer receiving the written request. Submittals requested pursuant to this subsection may be in addition to those required elsewhere. CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    6  Failure to provide the appropriate documentation with your proposal may be grounds for deeming your proposal unresponsive and removing it from further consideration. 1.05 RFP SECURITY BOND (Not Applicable) 1.06 PERFORMANCE AND PAYMENT BONDS (Not Applicable) SECTION 2 PROPOSAL SCHEDULE   The City reserves the right to modify the dates and times of the Proposal Schedule. When the due date must be changed, respondents will be notified via an Addenda. Tentative Schedule Task Date RFP Released Tuesday, May 18, 2021 Deadline for Questions by Interested Parties Tuesday, June 1, 2021 - EOD Proposal Due Date and Time Tuesday, June 8, 2021 - 2:00 p.m. Evaluation and Shortlist Wednesday, June 23, 2021 - 9:00 a.m. Informal Interviews if Required June 28 - July 1 (if necessary) City Commission Auditor Selection Approval Monday, July 12th SECTION 3 GENERAL INSTRUCTIONS   3.01 REQUESTING THE SOLICITATION DOCUMENT The RFP documents may be obtained From: DemandStar at the following link: https://www.demandstar.com/app/agencies/florida/city-of-winter-springs-purchasing-department/procurement- opportunities/788dff02-ceb4-4081-9c8d-8196ecbbf31a/ and the City’s website https://www.winterspringsfl.org/rfps. At Proposers expense, register as a vendor on DemandStar to download the solicitation documents and to receive notifications of Addenda. The City is not responsible for errors and omissions occurring in the transmission or downloading of any documents from these websites. In the event of any discrepancy between information on these websites and the hardcopy specifications, the terms of the hardcopy specifications shall prevail. For more information, contact Holly Queen, Assistant Finance Director, acting as the Bid Administrator for RFQ 04-21 HQ. She can be reached at: (407)327-8985 or via email HQueen@winterspringsfl.org. Important: The desire of the City to pursue proposals shall in no way obligate the City to compensate you for your efforts or to execute a contract with your firm. 3.02 ON-LINE SERVICE PROVIDER DISCLAIMER DemandStar Corporation (DemandStar) has no affiliation with the City other than as a service that facilitates communication between the City and its vendors. DemandStar is an independent CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    7  entity and is not an agent or representative of the City. Communications to DemandStar do not constitute communications to the City. 3.03 SOLICITATION DOCUMENTS FROM THIRD PARTY PROVIDERS The City of Winter Springs Finance Department, its website and service provider, DemandStar are the only authorized sources of solicitation documents/forms. Solicitation documents/forms obtained from any other third party source may be an incomplete set of documents. Proposers using solicitation documents/forms obtained from any other third party source are advised to register with DemandStar to obtain a complete set of solicitation documents and to enable notification of required addenda. Reproduction of these documents without the express permission of the City is prohibited. 3.04 NON-MANDATORY PRE-PROPOSAL CONFERENCE (Not Applicable) A Pre-proposal Conference will not be held for this solicitation. 3.05 INTERPRETATION AND QUESTIONS All questions relating to this solicitation document must be in writing and hand-delivered or delivered electronically through email to the attention Finance Department that serves as the official point of contact for this solicitation no later than the date and time as set forth in the Proposal Schedule. City of Winter Springs Attn: Holly Queen – Finance Department 1126 East State Road 434 Winter Springs, FL 32708 Phone: (407)327-8985 Email: HQueen@winterspringsfl.org A. It is the Proposer’s responsibility to become familiar with and fully informed regarding the terms, conditions, and specifications of this RFP solicitation. Lack of understanding and/or misinterpretation of any portions of this RFP solicitation document shall not be cause for withdrawal of your RFP response after opening or for subsequent protest of award. Proposers must contact the Finance Department prior to proposal opening, should clarification be required. B. Any interpretations, clarifications, or changes will be made in the form of written addenda issued by the Finance Department. C. Any oral communications will not be authoritative and will not be binding on the City. D. It is the sole responsibility of the Proposer to contact the Finance Department prior to submitting a proposal to ascertain if any addenda have been issued, to obtain all such addenda, and to return executed addenda with each proposal. E. Addenda will be available to all Proposers and will be uploaded to DemandStar at the following link https://www.demandstar.com/app/agencies/florida/city-of-winter-springs-purchasing- department/procurement-opportunities/788dff02-ceb4-4081-9c8d-8196ecbbf31a/ and the City website https://www.winterspringsfl.org/rfps. 3.06 PREPARATION AND FORMAT CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    8  Proposals should be prepared in a clear and concise manner to meet the requirements of the RFP. Emphasis should concentrate on conformance to the RFP instructions, responsiveness to the requirements, as well as completeness and clarity of content 3.07 PAGE LIMITATION Proposal packages shall be limited to not more than 50 pages, printed on a single side of paper, with a font no less than twelve (12) point. Note: Required attachments and forms will not be counted in the page limitation.   3.08 COMPLETENESS Proposals shall contain the information as required in this solicitation. Failure to submit all information as requested may result in a lowered evaluation score of the proposal. Proposals that are substantially incomplete or lack key information may be rejected by the City. The following list details the appropriate proposal format: A. Selection dividers with tabs properly labeled with Tab letters to identify each required criteria in Section 4. Include slip sheets indicating the tabs, in place of dividers for electronic submissions. B. All attachments shall be placed under the appropriate tab for that sub-section. C. Current Certificates of Insurance; and Local Business Tax Receipt (formerly known as Occupational License), and current year W-9, shall be placed under Tab “E” of your proposal. 3.09 JOINT VENTURES All Proposers intending to submit a proposal as a Joint Venture are required to have filed proper documents with the Florida Department of State, the Department of Business and Professional Regulations, Construction Industry Licensing Board and/or any other state or local licensing Agency prior to submitting a proposal response. Please refer to Section 489.119 Florida Statutes. Joint Venture Firms must provide an affidavit attesting to the formulation of a joint venture and provide either proof of incorporation as a joint venture or a copy of the formal Joint Venture Agreement between all joint venture parties, indicating their respective roles, responsibilities, and levels of participation for the project. 3.10 CORPORATE STANDING AND AUTHORIZED SIGNATURE The Proposer must demonstrate that the company is in good standing and that the person signing this proposal is an authorized signatory on behalf of the Proposer to negotiate and/or sign contracts, agreements, amendments, and related documents to which the Proposer will be duly bound. Examples of satisfactory demonstration documents include: A. A copy of your Articles of Incorporation listing the approved signatories of the corporation, or B. A copy of a resolution listing the members of staff that are authorized signatories for the company, or C. A letter from a corporate officer listing the members of staff that are authorized signatories for the company; or CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    9  D. A signed Sunbiz Florida Profit Corporation Annual Report. E. Please include this information under Tab “E” of your proposal. Failure to sign and witness the Proposer’s signature form may result in disqualification of the bid. Please be sure the bid is signed, properly witnessed, and sealed. 3.11 PROPRIETARY INFORMATION A. In accordance with Chapter 119 of the Florida Statutes (Public Records Law); and except as it may be provided by other applicable State and Federal Law, all Proposers should be aware the RFP document and the responses thereto are in the public domain. Proposers are requested to identify specifically any information contained in their Proposals which they consider confidential and/or proprietary and which they believe to be exempt from disclosure, citing specifically the applicable exempting law. B. A generic notation that information is “confidential” is not sufficient. Failure to provide the Finance Department with a detailed explanation and justification including statutory cites and specific reference to your Proposal detailing what provisions, if any, you believe are exempt from disclosure, may result in your entire Proposal being subject to disclosure in accordance with Chapter 119 of the Florida Statutes. 3.12 SUBMISSION OF PROPOSALS AND DELIVERY A. Proposals shall be received in the City’s Finance Department at 1126 East State Road 434, Winter Springs, FL 32708, or before the date and time as indicated in the Proposal. Proposals received after the stated date and time will not be accepted and will be returned unopened. The City will not be responsible for failure of a Proposer or Proposer’s agent to submit responses in a timely manner or for a proposal delivered incorrectly or to the wrong address or location. B. All firms submitting a proposal will need include one original set of documents (in paper form) and one PDF (of all documents) on a thumb drive in a sealed envelope. The left front of the package shall read: Request for Proposal to Provide Audit Services RFP 04-21 HQ Due Date: June 8, 2021 – Time 2:00 PM Company Name and Address 3.13 PUBLIC OPENING OF PROPOSALS The names of the respondents will be posted to DemandStar at the following link https://www.demandstar.com/app/agencies/florida/city-of-winter-springs-purchasing-department/procurement- opportunities/788dff02-ceb4-4081-9c8d-8196ecbbf31a/ and the City’s website https://www.winterspringsfl.org/rfps. Only the names of the respondents will be publicly announced. Sealed proposals received by the City pursuant to a competitive solicitation are exempt from s. 119.07(1) and s. 24(a), Article I of the State Constitution until such time as the agency provides notice of an intended decision or until 30 days after opening the bids, CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    10  proposals, or final replies, whichever is earlier. All other information will be subject to Florida’s Open Government Laws to public contracting. 3.14 MODIFICATION AND WITHDRAWAL OF PROPOSALS Proposals may be withdrawn by the appropriate duly executed representative at any time prior to the opening of proposals. Proposals may not be withdrawn for a period of one hundred eighty days (180) days after the public opening date. 3.15 OWNERSHIP OF DOCUMENTS All proposals and documents received as a result of this solicitation shall become the sole property of the City and will not be returned to Proposers. In the event of an award, all documentation produced as part of the Contract will become the exclusive property of the City. SECTION 4 PROPOSAL RESPONSE AND FORMAT   4.01 FIRM QUALIFICATIONS AND EXPERIENCE – TAB “A” A. Executive Summary. Each Firm must submit an Executive Summary limited to two (2) pages, signed by an authorized representative, that identifies the business entity, its background, main office(s), and office location that will service this contract. Identify the officers, principals, supervisory staff, and key individuals who will be directly involved with the work and their office locations. Include information on the size of your firm’s governmental audit staff and the location of the offices (s) from which each segment of the audit is to be performed. The Executive Summary should also summarize the organization structure and the key elements of the proposal. B. Individuals and Qualifications. Identify and include qualifications of specific individuals to be assigned to the project (include names and contact information) and specify which services the individuals will provide to the City. Identify and include qualifications of Project Manager and Account Supervisor. Include a project team organizational chart that includes team members and their project role. Include resumes of key individuals and staff including their location and availability. Specifically for the engagement leadership for audit senior (if possible), audit manager and audit partner/director, as well as any quality reviewers (if applicable). 1. Indicate whether each such person is licensed to practice as a certified public accountant in Florida. 2. Provide information on the governmental auditing experience of each person, including information on relevant continuing professional education for the past two (2) years and membership in professional organizations relevant to the performance of this audit. Professional organizations may include but are not limited to American Institute of Certified Public Accountants, the Florida Institute of Certified Public Accountants, and the Government Finance Officers Association. 3. Provide as much information as possible regarding qualifications, experience, and training, including relevant continuing professional education, of the specified staff to provide these services. C. Most Recent External Quality Control Review Reports. Please submit a copy of the report of your most recent external quality control review, including any management letter CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    11  comment, with a statement whether that quality control review included a review of specific governmental engagements. In addition, please provide information on the results of any Federal or State desk reviews or field reviews of its audit during the past three (3) years. In addition the firm shall provide information on the circumstances and status of any disciplinary actions taken or pending against the firm during the past three (3) years with the state regulatory bodies or professional organizations. D. Litigation. Proposers must provide a summary of any litigation, claim(s), or contract dispute(s) which have been finalized and/or decided by a court of law, which were filed by or against the firm in the past five (5) years. The summary should state the nature of the project, litigation, claim, or contract dispute, a brief description of the case, the outcome, and the monetary amounts involved. The disclosure can be limited to: 1. Cases, which are related to contractual services provided in the regular course of business. 2. The regional/district office that will be supporting this contract. 3. Sanctions: List any regulatory or license agency sanctions. 4. Lost Accounts: Provide a complete list of all accounts lost due to early dissolution or non-renewal. Include contact names and telephone number, length of service at each account, and reason for the loss. This list can be limited to the regional/district office, which will be supporting this contract, and may be limited to the past five (5) years. 5. Canceled Accounts: Provide a complete list of all accounts canceled/terminated by the Proposer prior to the expiration date. Include contact name and telephone number, length of service provided, and reason the firm chose to cancel the contract. This list can be limited to the regional/district office that will be supporting this contract and may be limited to the past five (5) years. 6. Contract Denial: Indicate if your firm has been denied a contract award on which you submitted the best proposal. If so, explain in detail. E. Financial Information. The Proposal shall provide evidence of financial stability including its last three (3) fiscal year’s financial statements and company financial statement summaries; or alternate financial information, to include balance sheets and profit and loss statements; or an official letter from the Proposer’s financial accountant detailing the financial status of the Proposer. The letter shall include a contact name, address, phone number, and fax number. The failure to furnish the financial requirements of the RFP may be grounds for disqualification of your proposal response and offer. F. The City reserves the right to utilize Dun and Bradstreet or other financial reporting companies’ financial reports for evaluation purposes or to request credit references in its review process. The proposal shall state if they are involved in an ongoing bankruptcy as a debtor, or in a reorganization, liquidation, or dissolution proceeding, or if a trustee or receiver has been appointed over all or a substantial portion of the property of the Proposer under federal bankruptcy law or any state insolvency law. G. Financial Plan, Capital, and Capabilities. Demonstrate your financial soundness and history of meeting financial obligations. Provide a general description of firm’s financial condition and identify any conditions (e.g., bankruptcy, pending litigation, impending mergers) that may affect your firm’s ability to perform and/or complete the work. 4.02 SIMILAR PROJECTS/INCLUDING GOVERNMENT EXPERIENCE/REFERENCES – TAB “B” CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    12  A. To demonstrate experience and success in conducting similar work, the Proposer shall provide a minimum of five (5) references of similar size and scope of work of municipal projects and/or agreements in similar circumstances with appropriate reference information, concentrating only on those projects and/or agreements completed with the last ten (10) years or currently underway by the Proposer’s firm, as follows: 1. Client name, address, phone, fax number and email address; 2. Description of all services provided; 3. Performance period; and, 4. Total annual amount of contract. 5. Unless otherwise stated to submit reference information in a different format/manner, please complete and submit References with your proposal response. B. Describe any significant or unique awards received or accomplishments made in previous, similar projects. Include recognized CAFR awards earned. NOTE: Please do not include projects completed or currently underway with the City of Winter Springs. 4.03 PROJECT APPROACH/WORK PLAN – TAB “C” A. Define the adequacy of resources, including personnel, availability of personnel, labor, equipment and supply resources, and other requirements to provide the requested services. Provide data on how your firm meets or exceeds the minimum qualifications required. Address the following: 1. Adequacy of proposed staffing plan for various segments of the engagement, including supervision, and involvement of experienced personnel; 2. Adequacy of audit work plan and sampling technique; 3. Adequacy of analytical and substantive procedures; and 4. Adequacy of study and evaluation of internal accounting and administrative controls. B. Provide a clear statement of the specific services and tasks to be performed. Include information concerning each task and staff committed to accomplish each task. C. Provide a typical response time and/or project implementation schedule for proposed services including any management and planning strategies. D. Provide information regarding any proposed innovative concepts that may enhance the value and quality of the services to be performed. E. Describe in detail how the required services will be executed. Include information related, but not limited to operations, management, timeframes, and scheduling, communicating with the City, reporting methods, and invoicing. F. Provide the current and projected workload of the firm. G. The proposal should set forth a general work plan, including an explanation of the audit methodology to be followed. Provide the following information regarding the audit approach: 1. Proposed segmentation of the engagement; 2. Level of staff to be assigned and number of hours to be assigned to each proposed segment of the engagement; 3. Extent of use of Electronic Data Processing software in the engagement including the ability to audit through the computer; 4. Sample size and the extent to which statistical sampling is to be used in the engagement; CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    13  5. Approach to be taken to gain and document an understanding of the City’s internal controls; 6. Approach to be taken in determining laws and regulations subject to audit test work; and 7. Approach to be taken in drawing audit samples for purposes of testing compliance. 4.04 PRICE PROPOSAL – TAB “D” The Price Proposal and Acceptance of Terms Form, shall be completed and included along with the Price Proposal Schedule worksheet in Tab D. An authorized signatory must sign attesting to knowledge of Scope of Work, committing to the prices as offered, and acceptance of the terms and conditions. The ability of the successful Proposer to maintain a sense of fiscal responsibility shall be favorably considered in the evaluation of proposals. A. Fee Proposal: The City is requesting a lump sum fee for auditing services. The stated lump sum fee shall include all costs associated with the performance of the services, inclusive of all personnel, meetings, strategy sessions, discussions, field work, reports, etc., as required to complete the annual audit. There shall be no hidden costs associated with the delivery of the services. The City shall not be responsible for the reimbursement of any costs not specifically set forth in the firm’s proposal and mutually agreed upon in advance in writing. Final payment shall be payable upon the conclusion of the audit, receipt, and approval of the final report by the City. B. The Price Proposal shall be evaluated using the below formula: The lowest price receives the maximum points. The lowest price is then divided, individually, by the other prices to determine the percentage. The percentage is then multiplied by the maximum points allowed. (The Weighted Score may be rounded to the nearest whole number.) The following is only an example:   4.05 RFP REQUIRED FORMS – TAB “E” CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    14  Proposers shall include all applicable and properly executed forms under Tab E. A. Insurance Certificates. Provide copies of your current liability and workers’ compensation Certificates of Insurance. The successful Proposer(s) will be required to provide Certificate(s) of Insurance evidencing coverage as required in the Insurance Requirements within five (5) business days of the notification of intent to award. Note: Policies other than Workers’ Compensation shall be issued only by companies authorized to conduct business in the State of Florida, with active certificates of authority issued by the State of Florida, Department of Insurance. B. Conflict of Interest/Non-Collusion. Proposers shall provide disclosure of any potential conflict of interest due to any other clients, contracts, or property interests for this project only. Complete the Conflict of Interest and Non-Collusion Statement certifying that no member of your firm ownership, management, or staff has a vested interest in any aspect of this solicitation or any department within the City of Winter Springs. C. Addendum Receipt Acknowledgement Certification. Include the Addendum Receipt of Acknowledgement Certification Form in this section of the submittal. D. Drug Free Workplace Certification. If applicable, Proposers must complete and sign the Drug Free Workplace Certification. E. Organizational Information (Authorized Signatories). Proposers must provide a copy of the State Certificate of Good Standing/Articles of Incorporation listing the officers of the company on the Organizational Information. Provide one of the forms of evidence of signature Authority listed in Section III, (I) Corporate Standing and authorized signatories. F. References. Proposer shall complete and include the Reference form and submit with their response. (References from City of Winter Springs staff shall not be provided or considered) G. Sub-contractors. Sub-contractors will not be used to for this solicitation. H. Scrutinized Companies Certification. If applicable, Proposers must complete and submit with their response the Contractor Certification Regarding Scrutinized Companies. I. Proof of Licenses/Certification. Documentation shall include, but not be limited to: 1. Provide copies of required licenses and/or certifications that are required to perform the work, applicable to the work, or relative to supporting your Firm’s qualifications. 2. The Firm shall be responsible for all costs associated with obtaining and maintaining all required licenses, certifications, and permits. 3. Provide proof of proper State of Florida business licensure and professional certification(s)/registration(s) in the State of Florida. 4. Provide proof of corporate registration to operate in the State of Florida by the Department of State, Division of corporations. Information concerning certification can be obtained at: http://dos.myflorida.com/sunbiz/. Please note: certification must be for active status only. J. Local Business Tax Receipt. Provide a copy of your Local Business Tax Receipt. In accordance with Section 205.065, Florida Statutes, a current Department of Professional Regulation certificate may be provided in lieu of a Local Business Tax Receipt, with a copy of the corresponding Occupational License of the home state, county, or city. K. Tax Identification Number (TIN). All Proposers shall furnish a completed W-9 with their bid or proposal submittal. A tax identification number is required to do business with the City. 4.06 ADDITIONAL INFORMATION – TAB “F” (No assigned points) Proposers may include a section for appendixes including promotional material or supporting documentation not otherwise requested herein. Please clearly designate this section in your response. This will be for informational purposes only and is not included in the 50-page count. CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    15  SECTION 5 EVALUATION PROCESS EVALUATION CRITERIA Evaluation Criteria Tab Assignment Category Maximum Points A Firm’s Qualifications and Experience 35 B Similar Projects/References 25 C Project Approach 30 D Price Proposal/Fee Schedule 10 MAXIMUM TOTAL POINTS 100 ADJECTIVAL RATING An adjectival scoring system is used in accordance with the rating scale below. The Committee members adjectival rating score is multiplied by the percentage of maximum points (weight) resulting in a total score for that section. 0 = Unsatisfactory: Not responsive to the question. (0% of the max. points) 1 = Below Minimum Standards: Responsive to the question, but below acceptable standards. (25% of the maximum points) 2 = Marginal: Minimal acceptable performance standards and responsive to the question. (50% of the maximum points) 3 = Satisfactory: Above minimum performance, effective and responsive to the question. (75% of the maximum points) 4 = Excellent: Exceeds expectations for effectiveness and responsiveness to the question. (100% of the maximum points) A determination of the best qualified firm will be made by the evaluation committee based on the stated criteria. Based on the Evaluation Criteria price is NOT the sole or predominant factor under consideration. This is designed to assure that highly qualified firms will receive appropriate consideration and to discourage the submission of proposals with unrealistically low prices by less qualified firms. In order to assist in determining the best qualified firm, the evaluation committee reserves the right to request additional information and/or clarification relating to any information submitted by any Proposer. The City shall be the sole judge of its own best interests, the proposals, and the resulting agreement. The City’s decisions shall be final. 5.01 DETERMINING RESPONSIBILITY In conjunction with the weighted criteria being used to determine the qualifications and capability of the Proposer, the City may also consider the Proposer’s ability to meet or exceed the following criteria: A. The Proposer's ability, capacity, and skill to perform the contract or provide the service within the time specified; B. The quality of performance of previous contracts or services including previous performance with the City; CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    16  C. Previous and existing compliance by the Proposer with laws and ordinances relating to the contract or service; D. Financial resources of the Proposer to perform the contract or provide the service; and, E. Whether the Proposer is in arrears to the City on a debt or a contract; whether the Proposer is in default on surety to the City; or whether the Proposer's taxes are delinquent. 5.02 MATERIAL DEVIATIONS The City of Winter Springs has established certain requirements with respect to proposals to be submitted by prospective Proposers. The use of "shall" (except to indicate simple futurity) in the RFP indicates a requirement or condition, which must be met. The City of Winter Springs may, at its sole discretion, waive requirements or conditions if the conditions are determined to be non-material. A deviation from a requirement is material when the deficient response is not in substantial accord with the RFP requirements, provides an advantage to one Proposer over other Proposers, or has a potentially significant effect on the delivery, quantity or quality of items proposed amount paid to the Proposer, or for the cost to City of Winter Springs. Material deviations cannot be waived. 5.03 EVALUATION PROCEDURE A. Proposals are subject to a review and evaluation process. It is the intent of the City that all Firms responding to this RFP, who meet the minimum requirements, will be ranked in accordance with the established criteria as provided within the solicitation. The City will consider only the responsive and responsible submittals received during its evaluation and award process. B. An initial review is performed by the Finance Department to ensure each proposal meets the minimum requirements as set forth in the solicitation document. This review process includes, but is not limited to, the following considerations: 1. The proposal was submitted by the stated deadline; 2. All required documents have been submitted; 3. All documents requiring an original signature have been signed and submitted; and 4. Verification through the professional regulatory agency to ensure proper professional licenses or credentials, as required. C. The City, at its sole discretion, may utilize the services of one or more independent firms, consultants, technical experts, and/or services to assist in the review or to provide an assessment, evaluation, and/or opinion as to the merits or validity of the Proposer’s response to this RFP. 5.04 EVALUATION The evaluation committee is created pursuant to Resolution No. 2021-06 approved by the City Commission, and shall perform the responsibilities required by the Resolution. The evaluation committee consists of one City Commissioner and other appointees made by the City Manager or Designee. Submittals will be reviewed and evaluated independently by the evaluation committee using an adjectival rating system. The summary results will be posted on DemandStar at the following link https://www.demandstar.com/app/agencies/florida/city-of-winter- CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    17  springs-purchasing-department/procurement-opportunities/788dff02-ceb4-4081-9c8d-8196ecbbf31a/ and the City’s website https://www.winterspringsfl.org/rfps. 5.05 INITIAL RANKING - SHORTLIST The evaluation committee may rank and shortlist a minimum of three (3) firms based upon the criteria established herein. The Committee may elect to have presentations or interviews; proceed with a recommendation to award to one or more firms; or the solicitation may be canceled at the sole discretion of the City. 5.06 PRESENTATIONS OR INTERVIEWS The City may conduct informal interviews with Proposers regarding their qualifications, ability to furnish the required services, quality control, and other criteria as set forth herein. The Finance Department will notify all selected Proposers of the City’s decision to request presentations and/or interviews, as applicable. If presentations are held, the Proposer shall have representatives of the appropriate management level present and representing the firm. The Proposer understands that any and all costs related to the presentations and interview process is considered an operational cost of the Proposer and shall not be passed on to or be borne by the City. Presentations may include, but not be limited to, a presentation from the Proposer and questions from the City. The City will make an effort to provide questions to be addressed in these sessions to the respective Proposer prior to the session. The Proposer shall address all questions provided in their presentation and may provide additional materials. Additional materials should also be provided in digital format. The Proposer understands that any and all costs related to the presentations and interview process is considered an operational cost of the Proposer and shall not be passed on to or be borne by the City. Pursuant to Florida Statute Chapter 286, any portions of a meeting, at which a vendor makes an oral presentation, or answers questions as part of a competitive solicitation, are exempt from Florida Statute 286.011 and Statute 24(b), Article I of the State Constitution. 5.07 BEST AND FINAL OFFER AND CONTRACT NEGOTIATIONS The City may request that the respondents provide a Best and Final Offer submittal before final determination for recommendation of contract award. The contract negotiation team will include, at a minimum, a member from the Finance Department and a member from the City attorney’s office. The City reserves the right to negotiate any and all elements of a contract resulting from this RFP solicitation. Pursuant to Florida Statute Chapter 286, any portion of a meeting, at which negotiation strategies are discussed, or negotiations with a vendor is conducted, are exempt from Florida Statute 286.011 and Statute 24(b), Article I of the State Constitution. 5.08 RIGHT TO CANCEL OR REJECT A. As the best interests of the City may require, a solicitation may be canceled, or the City Commission may reject any or all submittals in response to a solicitation, in whole or in part, without recourse, in accordance with the City’s Procurement Policy. In addition, the right is reserved to make award(s) by individual items, group of items, all or none, or a combination thereof, with one or more suppliers. The Proposer understands and agrees, that the City CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    18  has the right to reject, for any reason and without penalty, any and/or all proposal packages or any part of a proposal package, prior to and after the rankings are made by the City, and that the City has the right, for any reason and without penalty, to terminate any contract negotiations commenced with any Proposer. The City also reserves the right to re-advertise and solicit new bids/proposals or to abandon the project in its entirety without reason and without penalty. B. The City reserves the right to accept or reject any or all Bids/Proposals, or to waive any formalities, technicalities, irregularities, or immaterial variation. C. The City also reserves the right to reject the proposal from a Proposer who has previously failed to perform properly, or complete on time contracts of a similar nature, or who investigation shows is not in a position to perform the contract. 5.09 SHORTLIST As applicable, a tabulation or the evaluation committee’s shortlist will be posted on DemandStar at the following link https://www.demandstar.com/app/agencies/florida/city-of-winter-springs- purchasing-department/procurement-opportunities/788dff02-ceb4-4081-9c8d-8196ecbbf31a/ and the City’s website https://www.winterspringsfl.org/rfps. Proposers may also call the Finance Department for results. 5.10 NOTICE OF INTENT TO AWARD The Finance Department shall publicly post a Notice of Intent to Award for a minimum period of three (3) business days on DemandStar at the following link https://www.demandstar.com/app/agencies/florida/city-of-winter-springs-purchasing-department/procurement- opportunities/788dff02-ceb4-4081-9c8d-8196ecbbf31a/ and the City’s website at https://www.winterspringsfl.org/rfps. The Notice of Intent to Award is not a contract and shall not be construed as requiring the City Commission to award the contract to the Proposer mentioned in the Notice. The Notice of Intent to Award will reflect the Proposer recommended by the evaluation committee. The City Commission shall be responsible for considering the recommendation by the committee and awarding a final contract. The contract shall be in writing and shall not be binding until duly approved and executed by the City and Proposer. 5.11 PROTESTS AND APPEALS A. Any prospective Proposer or Respondent may file a bid protest in accordance with the City’s written bid protest policy. Said policy can be obtained from the Finance Director if necessary. . B. The decision of the City Commission shall be final and conclusive. 5.12 AGREEMENT/CONTRACT A final written contract shall be prepared and executed after the contract is awarded by the City Commission. Compliance with this RFP will serve as a guide in negotiating the final terms of the contract. The Scope of Services outlined in this RFP solicitation, the successful Proposer’s response to same and the end result of negotiations will become Exhibit “A”, Scope of Services on the agreement. Exhibit “B” will outline the Pricing Schedule as negotiated. CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    19  A. The successful Proposer must sign the agreement prior to execution by the City, whereupon the successful Proposer becomes the Consultant upon approval. B. The provisions of said agreement contain similar language to the provisions contained in the solicitation document. C. The agreement shall be used as a basis for negotiation and the City reserves the right to change, revise, or modify the agreement in its entirety, or any part thereof, prior to obtaining signatures from all parties. D. The successful Proposer shall execute and return the agreement to the City, within ten (10) days after receipt along with any and all additional contractual documents, performance, and payment bonds (if applicable), insurance certificates and any other documents required as outlined in this solicitation document. E. In no event shall an agreement be considered binding upon the City until it has been properly executed by all parties. F. In conjunction with the agreement, a purchase order or other form of payment will be established by the City prior to the start of any project, service, or work by the successful Proposer. 5.13 AWARD OF CONTRACT A. The City Manager, or designee, shall review the fees and rates of compensation for reasonableness prior to execution of contract or submittal of a recommendation of contract award to the City Commission. The City Attorney or other experts may review all contract documents. B. The Finance Department and the requesting Department/Division will prepare the required award documents and make recommendations for approval to the City Commission or City Manager, as applicable. The City Commission retains full discretion to award or reject a contract or authorize expenditures in the best interest of the City. 5.14 NON-EXCLUSIVE CONTRACT Award of this project shall impose no obligation on the City to utilize the successful Proposer for all work of this type, which may develop during the contract period. This is not an exclusive contract. The City specifically reserves the right to concurrently contract with other companies for similar work if it deems such action to be in the City’s best interest. 5.15 OWNERSHIP AND RIGHTS IN DATA Any work, product or deliverable report provided to the City as a result of work performed while under contract shall be considered the property of the City and may be used in any fashion the City deems appropriate. The City shall have exclusive ownership of, all proprietary interest in, and the right to full and exclusive possession of all information, materials, and documents discovered or produced by the successful Proposer pursuant to the terms of the awarded contract, including but not limited to reports, memoranda or letters concerning the research and reporting tasks of the awarded contract. 5.16 ADDITIONAL INFORMATION/DATA The City reserves the right to request any additional information needed for clarification from any Proposer for evaluation purposes. Proposers may include a section for appendixes including promotional material or supporting documentation not otherwise requested herein. CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    20  Please clearly designate this section in your response. This will be for informational purposes only. SECTION 6 GENERAL TERMS AND CONDITIONS 6.01 INTERCHANGE OF TERMS A. Throughout this solicitation document, the terms Contractor, Offeror, Proposer and/or Respondent may be used interchangeably with each other. B. Throughout this solicitation document, term agreement and/or Contract may be used interchangeably with each other. 6.02 FUND AVAILABILITY Any contract resulting from this solicitation is deemed effective only to the extent that funds are available. The City of Winter Springs abides by the provisions set forth in Florida Statutes relative to the appropriation of funds. Multi-Year Contracts and Appropriation of Funds Contracts for Goods, Services, or Construction may be entered into for more than one (1) fiscal year if it is deemed to be in the best interest of the City, if the term of the Contract and conditions of renewal or extension are included in the Solicitation, and funds are available for the first term of the Contract. Obligations for succeeding fiscal years may be subject to the availability and appropriation of funds by the City Commission. 6.03 PROMPT PAYMENT ACT Payments will be made pursuant to Section 218.70, Florida Statutes, Florida’s Prompt Payment Act. 6.04 PURCHASING CARD PROGRAM The City of Winter Springs does not offer an e-Payables program. 6.05 INVOICES A. All invoices shall be delivered to the Finance Department, Attention: Accounts Payable, City of Winter Springs, 1126 East State Road 434, Winter Spring, FL 32708 or accountspayable@winterspringsfl.org. For purposes of billing and payment compliance, an invoice must conform to the following process: 1. A description (including quantity) of the goods and/or services provided to the City (or a party on behalf of the City) reasonably sufficient to identify it (or them); 2. The amount due, applicable discount(s), and the terms thereof; 3. The full name of the Contractor or other party who is supplying the goods and/or services including a mailing address for payment and a telephone number; 4. The Purchase Order and Contract number (if applicable) as supplied by the City; 5. The name of the City department, division, or office to whom the goods/services were provided; and CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    21  6. Proper documentation of delivery, receipt, and acceptance by the City, to confirm the Contractor supplying the goods and/or services has otherwise complied with all of the Contract's terms and conditions of the contract. B. Dispute Resolution In the event a dispute occurs between a contractor, vendor, or other invoicing party ("invoicing party") and the City concerning payment of an invoice, the parties will follow the process under the Florida Prompt Payment Act. If resolution cannot be reached amicable, the parties agree to mediate with a certified civil circuit mediator the dispute before filing any legal action. 6.06 PRICE ADJUSTMENTS A. Prices for all products and services, other than Out of Pocket and Travel Expenses, resulting from this competitive solicitation process shall remain firm for the initial contract term. Prices for subsequent optional renewal terms shall be subject to an adjustment only if increases in the industry occur. However, unless very unusual and significant changes have occurred in the industry, such increases shall not exceed three percent (3%) per year or, whichever is less, the latest yearly percentage increase in the Consumer Price Index for All Urban Consumers [1982-84=100] as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be the latest index published and available ninety (90) days prior to the end of the contract term then in effect compared to the index for the same month one (1) year prior. Any requested price increase shall be fully documented and submitted to the City at least ninety (90) days prior to the expiration of the current contract term. Any approved cost adjustment shall become effective on the first date of the renewal term. B. In the event the CPI or industry costs decline, the City shall have the right to receive from the Contractor a reasonable reduction in prices that reflect the cost change in the CPI or industry. C. The City has the right to refuse acceptance of a requested price increase if it is not properly documented; or the request is not submitted less than ninety (90) days from the contract expiration date; or is considered by the City to be excessive. In the event the City does not wish to accept the adjusted prices and the matter cannot be resolved to the satisfaction of the City, the contract may be terminated for convenience. 6.07 PRICE A. Prices shall include all costs associated with the products and services being solicited including labor, management, etc. B. Prices shall be shown in both unit amounts and extensions whenever applicable. In the event of discrepancies existing between unit amounts and extensions or totals, unit amounts shall govern. C. Discrepancies in the multiplication of units will be resolved in favor of the Unit Costs. Discrepancies between the indicated sum of any column of figures and the correct CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    22  sum thereof will be resolved in favor of the correct sum. In the event such discrepancy is discovered by either party after the competitive solicitation closes, Offeror understands and accepts that no correction(s) shall be made, and the prices offered shall remain firm 6.08 LOCAL BUSINESS TAX RECEIPT Both the City of Winter Springs and Seminole County require a Local Business Tax Receipt (formerly Occupational License) be held by all its contractors. The City’s Finance or Community Development Departments can assist you in obtaining the required Business Tax Receipt from both Seminole County and the City at the same time. For information concerning this requirement please go to the City’s Finance Department directly at https://www.winterspringsfl.org/finance/page/business-tax-receipts. 6.09 OUT OF POCKET AND TRAVEL EXPENSES A. Out-of-Pocket expenses such as supplies, printing, binders, etc. shall be charged in accordance with Section 6 in the Scope of Services. B. Any travel required pursuant to the Contract out of the Orlando MSA shall be in accordance with current State per diem rates as per the Scope of Services. No costs for travel, meals, or accommodations shall be charged to the City for travel within the Orlando MSA. C. Contractor shall provide documentation of all actual "Out of Pocket" and Travel expenses as a condition of reimbursement. Offeror shall include as a part of the solicitation response, all details and costs regarding anticipated travel expenses and note such costs on the price sheet as a separate line item. 6.10 FOREIGN CORPORATION In accordance with Section 607.1501, Florida Statutes, and provided an exemption is not available, a foreign corporation may not transact business in Florida until it obtains a certificate of authority from the Florida Department of State. Foreign corporations may submit bids or Proposals prior to obtaining a certificate of authority from the Florida Department of State. A foreign corporation must be in compliance with F.S. 607.1501, prior to entering into a Contract with the City of Winter Springs. 6.11 PERMITS, LICENSES OR FEES At its sole expense, any required federal, state, and local permits, licenses, and/or occupational fees required shall be the responsibility of the Proposer. The City will not entertain separate payment for these items. 6.12 TAXES The City of Winter Springs is a municipality corporation existing under the laws of the State of Florida. As such, the City does not pay State of Florida Sales Tax. The City’s State Tax exemption number is 85-8012529604C-0 and the Federal Employee Identification Number is 59-1026364. The City’s sales tax exemption does not apply to goods and services purchased CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    23  separately by the successful Proposer in connection with its fulfillment of its contractual obligations with the City. The successful Proposer shall be responsible for paying any taxes, fees or similar payments which are required to be paid in connection with the awarded agreement as a result of this solicitation. 6.13 COMPLIANCE WITH ALL LAWS AND VENUE Any contractual arrangement between the City and the Proposer shall comply with all laws, ordinances, judicial decisions, orders, and regulations of federal, state, county, and municipal governments, as well as their respective departments, commissions, boards, and officers, which are in effect at the time of award and execution of an Agreement. All legal actions hereunder shall be conducted only in the circuit court in Seminole County or federal court in the Middle District of Florida; except that any final judgment may be enforced in other jurisdictions in any manner provided by law. 6.14 OFFEROR’S QUALIFICATIONS A. Offeror shall be in the business of providing the products and/or services required and must possess sufficient financial support, equipment, and organization to ensure that it can satisfactorily perform the work if awarded a Contract. B. The City shall have the right to investigate the financial condition, experience record, qualifications, and references of each Offeror and determine to its satisfaction the competency, reputation, quality of products and/or services, and responsibility of each to perform the required work, meet the specifications, and conform in all material respects to the solicitation and all of its requirements. C. Offeror shall satisfy each of the following requirements cited below. Failure to do so may result in the response being deemed non-responsive or rejected. 1. Offeror, including any principal, officer, agent, or proposed subcontractor, shall have no record of judgments, pending lawsuits against the City or criminal activities involving moral turpitude and not have any conflicts of interest that have not been waived by the City Commission. 2. Offeror, including any principal, officer, agent, or proposed subcontractor of Offeror, shall be in arrears or in default of any debt or contract involving the City, (as a party to a contract, or otherwise); nor have failed to perform faithfully on any previous contract with the City. 6.15 CONFLICT OF INTEREST All Proposers shall disclose, with their proposal, the name of any officer, director, or agent who is also an officer or employee of the City of Winter Springs. Furthermore, all Proposers shall disclose the name of any City of Winter Springs officer or employee who owns, directly or indirectly, an interest in the Proposer's firm or any of its branches, subsidiaries, or partnerships. Failure to disclose in this manner will result in the disqualification of the Proposer or the cancellation of work. It is the sole responsibility of the Bidder to ensure compliance with the Conflict of Interest provisions of the City of Winter Springs Procurement Policy. The City may seek damages for the recoupment of losses in having to re-solicit or re-assign this project. CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    24  6.16 NON-COLLUSION/LOBBYING CERTIFICATION All Proposers submitting a proposal certify that such person, firm, association, or corporation has not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action, in restraint of free competitive bidding in connection with the submitted proposal. In addition, no City appropriated funds have been paid or will be paid to any person for influencing or attempting to influence a member of the City Commission, City Manager, or any City employee in connection with the awarded agreement as a result of this solicitation process. 6.17 ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included within the proposal response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force and effect and are inapplicable to this solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmitting letters, specifications, literature, price lists, or warranties, it is understood and agreed the general and special conditions in this solicitation are the only conditions applicable to this proposal and the Proposer’s authorized signature affixed to the proposal signature section attests to this. 6.18 INDEPENDENT CONTRACTOR AND LIABILITY The successful Proposer and each sub-consultant are, and while performing the Services will continue to be, independent contractors. The successful Proposer shall not be an agent of the City, except as may be otherwise expressly provided herein and/or the awarded Agreement, and only to the extent so provided. The successful Proposer’s employees and sub-consultant’s employees are not, and while performing any of the services, shall not be deemed to be employees of the City. Proposers are advised that the City will not accept limitations on liability. The successful Proposer will be fully liable for all damages and events caused by the successful Proposer without any limitations as to dollar amount. The City will pursue liable Proposers to the extent allowed by law. Any bid received that limits liability to the amount of the bid will be considered non-responsive and the Proposer non-responsible, and, as such, the bid will not be accepted by the City. 6.19 SUBSTITUTION OF PERSONNEL It is the intention of the City that the Contractor's personnel proposed for the contract will be available for the contract term. In the event the Contractor requests to substitute personnel, it is expected that such personnel shall have equal or higher knowledge, skills, abilities, and qualifications (KSA's). The City reserves the right to request resumes and approve the use of such personnel. 6.20 DELETION/MODIFICATION OF SERVICES The City reserves the right to exercise any portion of the Scope of Services. If such right is exercised by the City, it will be incompliance with the fee schedule. Fee shall be reduced in the same ratio as the estimated cost of the work deleted compared CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    25  to the estimated cost of the work originally planned. If the Contractor and the City agree on modifications or revisions to the task elements, after the City has approved work to begin on a particular task or project, and a budget has been established for that task or project, the Contractor will submit a revised budget to the City for approval prior to proceeding with the work. 6.21 INDEMNIFICATION A. Indemnity: The successful Proposer shall defend, indemnify and hold harmless the City and all of the City’s officers, agents, and employees from and against all claims, liability, loss and expense, including reasonable costs, collection expenses, attorneys’ fees, and court costs which may arise because of the negligence (whether active or passive), misconduct, or other fault, in whole or in part (whether joint, concurrent, or contributing), of the successful Proposer, its officers, agents or employees in performance or non-performance of its obligations under the awarded agreement. The successful Proposer recognizes the broad nature of this indemnification and hold harmless clause, as well as the provision of a legal defense to the City when necessary, and voluntarily makes this covenant and expressly acknowledges the receipt of such good and valuable consideration provided by the City in support of these indemnification, legal defense and hold harmless contractual obligations in accordance with the laws of the State of Florida. This clause shall survive the termination of the awarded agreement. Compliance with any insurance requirements required elsewhere within the awarded agreement shall not relieve the successful Proposer of its liability and obligation to defend, hold harmless and indemnify the City as set forth in this article of the awarded agreement. The City will be permitted to choose legal counsel of its choice. The successful Proposer shall require each of its agents to agree in writing to the provisions of this paragraph. B. Copyright Infringement: The successful Proposer shall guarantee that all services performed under the awarded agreement will be free from claims of patent, copyright, or trademark infringement. The successful Proposer shall defend, indemnify and hold the City and its successors and assigns harmless from and against all third-party claims, suits, and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) incurred as a result of (i) infringement by the successful Proposer of any third-party patent, copyright or trademark or (ii) misappropriation by the successful Proposer of any third-party trade secret in connection with any of the foregoing. 6.22 INSURANCE REQUIREMENTS A. Include a copy of your current liability insurance, workman’s compensation insurance certificate, and a copy of your firm’s Local Business Tax Receipt with your proposal submittal. B. The successful Proposer(s) shall provide original certificates of Insurance, evidencing coverage as required in the Insurance Requirements, to the Finance Department within five (5) regular business days of the notification of the intent to award the agreement. Certificates of Insurance shall provide a minimum of a thirty (30) day notice of cancellation to the City and shall name the City of Winter Springs as a Certificate Holder/Additional Insured. CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    26  C. All insurance certificates shall remain valid and in full force for the term of the agreement. Failure to maintain binding insurance policies for awarded services will be grounds for termination of awarded agreement. 6.23 PUBLIC ENTITY CRIMES As required by Section 287.133, Florida Statutes, the Proposer warrants that it is not on the convicted contractor list for a public entity crime committed within the past thirty-six (36) months. The Proposer further warrants that it will neither utilize the services of, nor contract with, any supplier, sub-contractor, or consultant in connection with this agreement for a period of thirty- six (36) months from the date of being placed on the convicted contractor list. By way of a submittal response completion and signature on this solicitation, the Proposer certifies that it is qualified to do business with the City of Winter Springs in accordance with all Florida Statutes. 6.24 ACCEPTANCE OF GOODS/SERVICES Receipt of goods/service shall not constitute acceptance. Final acceptance and authorization of payment shall be given only after a thorough inspection indicates that the performance meets the specifications and/or all conditions. Should the delivered goods/services differ in any respect from the specifications, payment will be withheld pursuant to Section 218.70, Florida Statutes, until such time as the successful Proposer takes necessary corrective action. If the proposed corrective action is not acceptable to the City, the City may refuse final acceptance of the goods/services. 6.25 DRUG FREE WORKPLACE PREFERENCE Certification of an implemented drug-free workplace program must be included with the RFP response when submitted. If your firm has implemented a drug-free workplace program, please complete the Drug-Free Workplace Certification, and include with your RFP response. 6.26 AMERICANS WITH DISABILITIES ACT Persons with disabilities needing a special accommodation to participate in this proceeding should contact Holly Queen, Assistant Finance Director, City of Winter Springs, 1126 East State Road 434, Winter Springs, Florida 32708, or via email HQueen@winterspringsfl.org not later than seven (7) days prior to the date on which the accommodation is requested 6.27 AUDITS AND RECORDS – RESPONSIBILITIES OF THE SUCCESSFUL PROPOSER Before or after an agreement is prepared and executed, the successful Proposer may be required to disclose their financial condition in a specified manner. In addition, subsequent to an agreement being executed, the successful Proposer shall maintain financial records and reports relating to funds paid by any parties for work on the matters which are the subject of this RFP document, and submit reports to the City in the form and frequency requested. The successful Proposer must maintain books, records, documents, and other evidence according to generally accepted accounting principles, procedures, and practices, which sufficiently and properly reflect all costs of any nature expended in the performance of the resulting contract and retain said copies for a period of no less than five (5) years after termination of the project. The aforesaid records, books, documents, and other evidence shall be subject at all times to inspection, review, or audit by the City or its designee. The successful Proposer shall include these aforementioned audit and record keeping requirements in contracts and subcontracts CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    27  thereto entered into by the successful Proposer with any party for work required in the performance of this project. 6.28 EQUAL OPPORTUNITY The City recognizes fair and open competition as a basic tenet of public procurement and encourages participation by minority and women owned business enterprises. All Proposers are asked to make an affirmative statement as to its support of all applicable equal opportunity and affirmative action requirements. A copy of the City’s Equal Employment Opportunity policy is available upon request. 6.29 PROPOSAL USE BY OTHER AGENCIES All Proposers submitting a response to this RFP document agree that such response may also constitute a proposal to other governmental agencies within the State of Florida, under the same terms, conditions, price for the same effective period as this proposal. Each governmental agency desiring to accept this proposal, and make an award thereof, shall do so independently of the City and/or any other governmental agency. Each governmental agency shall be responsible for its own purchases and each shall be liable only for materials and/or services ordered and received by it, and no governmental agency assumes any liability by virtue of this proposal. This agreement in no way restricts or interferes with the right of any governmental agency to competitively procure any or all items. 6.30 CONE OF SILENCE/LOBBYING A. Lobbying is defined as any action taken by an individual, firm, association, joint venture, partnership, syndicate, corporation, and/or all other groups who seek to influence the governmental decision of a City Commission Member, the City Manager, any requesting or evaluating Department/Division/ Office personnel and/or any member of the evaluation committee concerning an active solicitation during the black-out period. B. A lobbying black-out period commences upon the issuance of this solicitation document. C. If an award item is presented to City Commission for approval or for a request to provide authorization to negotiate a Contract(s) and the City Commission refers the item back to the City Manager, Finance Department and/or requesting Department/Division/Office for further review or otherwise does not take action on the item, the Cone of Silence/Lobbying Black- out Period will be reinstated until such time as the City Commission meets to consider the item for action. D. Proposers, respondents, potential vendors, service providers, lobbyists, consultants, or vendor representatives shall not contact any City Commission member, the City Manager, any requesting or evaluating Division/Department/Office personnel, and/or any member of the evaluation committee concerning an active solicitation during the Cone of Silence/Lobbying Black-out Period. 6.31 QUESTIONS All questions and inquiries concerning procedural matters shall be directed to the Finance Department. Any questions relating to the interpretation of specifications or any aspect of the CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    28  solicitation process shall be addressed to the Finance Department, in writing, by the date stipulated in the tentative schedule herein. Contact or communications by Respondents to any City Commission member, the City Manager, any requesting or evaluating City personnel, or any member of the evaluation committee, initiated during the Cone of Silence/Lobbying Black-Out Period, may result in disqualification from the Solicitation process by the Finance Department. 6.32 OFFICE OF RECORD The City of Winter Springs Finance Department shall be the official “office of record” for all information transactions and data disbursements associated with this solicitation. The Finance Department may be reached Monday through Friday between 9:00 A.M. to 5:00 P.M., via phone at (407)327-8985 or email at HQueen@winterspringsfl.org. 6.33 TIME OF PERFORMANCE The services described herein and on the attached shall be performed in a prompt and correct manner within the standards of good and ethical productivity as negotiated between the City and the successful Proposer. All Proposers are asked to provide the best estimate for compliance with the Scope of Services as established by the solicitation. All contract timelines will be based on the projected scope and the estimated time for performance. 6.34 ATTACHMENTS AND EXHIBITS All attachments and exhibits hereto are made a binding part of this solicitation by this reference. 6.35 COST OF SUBMITTAL The Proposer understands that any and all costs related to the submittal of a proposal is considered an operational cost of the Proposer and shall not be passed on to or be borne by the City. 6.36 PROHIBITION AGAINST CONTINGENT FEES The Proposer warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Proposer, to solicit or secure an agreement as a result of this solicitation process, 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 Proposer, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of the agreement as a result of this solicitation process. 6.37 CERTIFICATION OF INDEPENDENT PRICE DETERMINATION By submission of a response, the Proposer certifies that in connection with this proposal: “The pricing and/or fees associated with this proposal have been arrived at independently, without consultation, collusion, communication, or agreement for the purpose of restricting CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    29  competition, as to any matter relating to such prices with any other Proposer or with any competitor.” 6.38 RESPONSIBILITY OF PROPOSER By submitting a proposal, the Proposer certifies that the Proposer has fully read and understands this RFP document and has full knowledge of the scope, nature, quantity, and quality of work to be performed; the detailed requirements of the services to be provided; and the conditions under which the services are to be performed; and is fully capable to meet all of the requirements of the solicitation and subsequent contract. 6.39 ILLEGAL ALIEN LABOR AND COMPLIANCE WITH THE IMMIGRATION REFORM AND CONTROL ACT OF 1986 The successful Proposer(s) shall comply with all provisions of the Federal Immigration and Control Act of 1986 (8 U.S. Code § 1324 a) and any successor federal laws, as well as all provisions of Section 448.09, Florida Statutes, prohibiting the hiring and continued employment of aliens not authorized to work in the United States. The successful Proposer(s) shall not knowingly employ or contract with an illegal alien to perform work under the awarded agreement as a result of this solicitation process or enter into a contract with a subcontractor that fails to certify to the contractor that the subcontractor is in compliance with the terms stated within. The General Contractor nor any subcontractor employed by him shall not knowingly employ or contract with an illegal alien to perform work under the awarded agreement as a result of this solicitation process. 6.40 EMPLOYMENT ELIGIBILITY VERIFICATION (E-VERIFY) In accordance with Florida Statute Chapter 448.095, A public employer, contractor, or subcontractor may not enter into a contract unless each party to the contract registers with and uses the E-Verify System. The City shall not enter into, or renew, a contract with a contractor that is not enrolled in E-Verify. Any contractor that has a contract with the City shall be contractually required to utilize E-Verify to confirm the employment eligibility of any employee hired during the contract term. The City may verify the contractor’s participation in the E-Verify Program by confirming their enrollment on the Department of Homeland Security E-Verify Website. Contractor’s whose participation cannot be verified on the Department of Homeland Security’s E-Verify Website, shall provide acceptable evidence of their enrollment prior to award and the execution of a contract. Acceptable evidence shall include, but not be limited to, a copy of the fully executed E-Verify Memorandum of Understanding for the business. A contractor who registers with and participates in the E-Verify program may not be barred or penalized under this section of, as a result of receiving inaccurate verification information from the E-Verify program, the contractor hires or employs a person who is not eligible for employment. E-Verify Program can be obtained via the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify. 6.41 SOVEREIGN IMMUNITY Notwithstanding any other provision set forth in this solicitation and/or the resulting awarded agreement, nothing contained in this solicitation and/or the resulting awarded agreement shall be construed as a waiver of the City’s right of sovereign immunity under Section 768.28, F.S., or other limitations imposed on the City’s potential liability under state or federal law. The City CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    30  shall not be liable under this solicitation and/or the resulting awarded agreement for punitive damages or interest for the period before judgment. Further, the City is not liable for any claim or judgment or portion thereof, to any one person for more than two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the City arising out of the same incident or occurrence, exceeds the sum of three hundred thousand dollars ($300,000.00). This paragraph will survive termination of this solicitation and/or the resulting awarded agreement. 6.42 ESTIMATED QUANTITIES This RFP may contain an estimated number of volume and/or transactions. Although said numbers reflect the City’s average volumes over the stated term, the City cannot guarantee that such volume and/or transactions will be the actual amount required and/or purchased. Actual quantities may be more or may be less and the estimated number of volume and/or transactions contained herein in no way shall obligate the City to commit to said volume and/or transactions. 6.43 MATHEMATICAL ERRORS 1. Bid pricing forms without imbedded mathematical formulas: In the event of multiplication or extension error(s), the unit price shall prevail. In the event of addition error(s), the extension totals will prevail. 2. Bid pricing forms with imbedded mathematical formulas: Interactive bid pricing forms that contain mathematical formulas may be provided to automate lengthy and complex bid forms. In the event bid pricing forms with imbedded formulas are used and a multiplication/extension error(s) is discovered in the formula, the unit price entered by the Proposer shall prevail. 3. Proposer shall assume the responsibility and accuracy of the information input in the bid pricing form and therefore shall verify that the calculations are correct before submitting their bid. 4. Regardless of the type of bid pricing form used, all bids shall be reviewed mathematically by the City using these standards. 6.44 UNBALANCED BIDDING PROHIBITED The City recognizes that large and/or complex projects will often result in a variety of methods, sources, and prices. However, where in the opinion of the City such variation does not appear to be justified given bid requirements and industry and market conditions, the bid will be presumed to be unbalanced. Examples of unbalanced bids include: a. Bids showing omissions, alterations of form, additions not specified, or required conditional or unauthorized alternate bids. b. Bids quoting prices that substantially deviate, either higher or lower, from those included in the bids of competitive Proposers for the same line item unit costs. c. Bids where the unit costs offered are in excess of, or below reasonable cost analysis values. In the event the City determines that a bid is presumed unbalanced, it will request the opportunity to and reserves the right to, review all source quotes, bids, price lists, letters of intent, and other supporting documentation which the Proposer obtained and upon which the Proposer relied upon to develop its bid. The City reserves the right to deem any presumptive CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    31  unbalanced bid where the Proposer is unable to demonstrate the validity and/or necessity of the unbalanced unit costs as non-responsive. 6.45 FRONT LOADING OF BID PRICING PROHIBITED Prices offered for performance and/or acquisition activities, which occur early in the Project Schedule, such as mobilization; clearing and grubbing; or maintenance of traffic; that are substantially higher than pricing of competitive Proposers within the same portion of the Project Schedule, will be presumed to be front-loaded. Front loaded bids could reasonably appear to be an attempt to obtain unjustified early payments creating a risk of insufficient incentive for the Proposer to complete the Work or otherwise creating an appearance of an undercapitalized Proposer. In the event City determines that a bid is presumed to be front loaded, it will request the opportunity to, and reserves the right to, review all source quotes, bids, price lists, letters of intent, and other documents which the Proposer obtained and upon which the Proposer relied upon to develop the pricing or acquisition timing for these bid items. The City reserves the right to reject as nonresponsive any presumptive front-loaded bids where the Proposer is unable to demonstrate the validity and/or necessity of the front-loaded costs. 6.46 PUBLIC EMERGENCIES It is hereby made a part of this proposal that before, during, and after a public emergency, disaster, hurricane, tornado, flood, or other acts of God, the City of Winter Springs shall require a “First Priority” for goods and services. It is vital and imperative that the health, safety, and welfare of the citizens of Winter Springs are protected from any emergency situation that threatens public health and safety as determined by the City. The Proposer agrees to rent/sell/lease all goods and services to the City or governmental entities on a “first priority” basis. The City expects to pay contractual prices for all products and/or services under the awarded agreement in the event of a disaster, emergency, hurricane, tornado, flood, or other acts of God. Should the Proposer provide the City with products and/or services not under the awarded agreement, the City expects to pay a fair and reasonable price for all products and/or services rendered or contracted in the event of a disaster, emergency, hurricane, tornado, flood, or other acts of God. 6.47 SCRUTINIZED COMPANIES Pursuant to Section 287.135, Florida Statutes (2017), a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with the City for goods or services of one million dollars or more if at the time of bidding or submitting a proposal for a new contract or renewal of an existing contract, the company is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473, Florida Statutes (2017); or is engaged in business operations in Syria. Pursuant to Section 215.4725, Florida Statutes, if the company is on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel the company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with the City for any amount of goods or services. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. The Contractor must submit the required certification form attesting that it is not a scrutinized company and is not engaging in prohibited business operations. Submitting a false certification shall be deemed a material breach of contract and shall terminate the contract. CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    32  The City shall provide notice, in writing, to the Contractor of the City’s determination concerning the false certification. The Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, the Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If the Contractor does not demonstrate that the City’s determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes. 6.48 TRUTH IN NEGOTIATION CERTIFICATION Contractors will be required to complete and submit certified cost or pricing data when the procurement of supplies and services exceeds the Truth in Negotiations Act (TINA) threshold of $190,000 to establish a fair and reasonable price. 6.49 PUBLIC RECORDS COMPLIANCE The City is a public agency subject to Chapter 119, Florida Statutes. In addition, all responses to this solicitation shall be considered public record subject to distribution pursuant to the request for records by any interested party. The successful Proposer/Contractor agrees to comply with Florida’s Public Records Law. As such the following language applies effective July 1, 2016 and shall be included in the awarded agreement: A. The parties specifically acknowledge that this agreement is subject to the laws of the state of Florida, including without limitation Chapter 119, Florida Statutes, which generally make public all records or other writings made or received by the parties. If the Contractor is either a “contractor” as defined in Section 119.0701(1)(a), Florida Statutes, or an “agency” as defined in Section 119.011(2), Florida Statutes, the Contractor shall: 1. Keep and maintain all public records required by the City to perform the services herein; and 2. Upon request from the City’s custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S. or as otherwise provided by law; and 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the agreement Term and following completion of the agreement if the Contractor does not transfer the records to the City; and 4. Upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the services herein. If the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City’s custodian of public records, in a format compatible with the information technology systems of the City. CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    33  B. All requests to inspect or copy public records relating to the agreement shall be made directly to the City. Notwithstanding any other provision of this agreement to the contrary, failure to comply with the requirements of this paragraph shall result in the immediate termination of the agreement, without penalty to the City. A Contractor who fails to provide the public records to the City within a reasonable time may be subject to penalties pursuant to Section 119.10, F.S. Further, the Contractor shall fully indemnify and hold harmless the City, its officers, agents, and employees from any liability and/or damages, including attorney’s fees through any appeals, resulting from the Contractor’s failure to comply with these requirements. C. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CITY CLERK’S OFFICE, ATTN: CHRISTIAN GOWAN, AT 407-327-6560, CGOWAN@WINTERSPRINGSFL.ORG, 1126 EAST STATE ROAD 434, WINTER SPRINGS, FL 32708 6.50 ADMINISTRATIVE PROVISIONS In the event the City issues a purchase order, memorandum, letter, or any other instrument addressing the services, work, and materials to be provided and performed pursuant to a contractual agreement, it is specifically agreed and understood that any such purchase order, memorandum, letter or any other instrument is for the City’s internal purposes only, and any and all terms, provisions, and conditions contained therein, whether printed or written, shall in no way modify the covenants, terms, and provisions of the contractual agreement and shall have no force or effect thereon. This statement is not applicable to duly authorized and agreed upon amendments to the agreement and/or duly authorized and agreed upon change orders if applicable. 6.51 TIE BIDS When all considerations of a bid or proposal are equal and the City must break the tie, the Procurement official may consider any or a combination of the following factors in order to break the tie: 1. Priority will be given to the respondent certifying that their firm has a Drug-Free Workplace Program in place at the time of the issuance of the solicitation; Respondents will be required to provide a copy of their Drug-Free Workplace Program published at the time of the issuance of the submittal; 2. If still tied, consideration shall be given to the Respondent with the lowest price submittal amongst the tied proposals; 3. Best and Final Offer - Within 24 hours of a request by the City, tie proposers shall submit a Best and Final offer; If the above options are not practical or do not result in breaking the tie, the Procurement official may utilize a flip of the coin to resolve the tie. If time permits, the proposers involved shall be given an opportunity to attend the coin flip. At least one (1) person shall witness the coin flip, and the contract file shall contain the name(s) and address(es) of the witness(es) and the person supervising the coin flip. CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    34  ATTACHMENT A - INSURANCE REQUIREMENTS A. Insurance. The successful Proposer/Contractor shall not commence any work in connection with an agreement until it has obtained all of the required types of insurance and has provided proof of same to the City, in the form of a certificate prior to the start of any work, nor shall the successful Proposer/Contractor allow any subcontractor to commence work on its subcontract until all similar insurance required of the subcontractor has been so obtained and approved. All insurance policies shall be with insurers qualified and doing business in Florida. B. Limits. The successful Proposer/Contractor and/or subcontractor shall maintain the types of insurance, with at a minimum the respective limits as outlined herein: Automobile combined single limit or $1,000,000.00 a) Automobile Bodily Injury and $ 500,000.00 b) Automobile Property Damage $ 500,000.00 Umbrella / Excess Liability a) Each occurrence $1,000,000.00 b) Aggregate $2,000,000.00 Commercial General Liability a) Each Occurrence $1,000,000.00 b) Medical Expense (Any one Person) $ 5,000.00 c) Personal & Adv. Injury $1,000,000.00 d) General Aggregate $2,000,000.00 e) Products – Comp/OP AGG $1,000,000.00 Professional Liability (errors and omissions) $1,000,000.00 Worker’s Compensation $1,000,000.00 Worker’s Compensation: Employers’ liability insurance which covers the statutory obligation for all persons engaged in the performance of the work required hereunder with limits not less than per occurrence. Evidence of qualified self-insurance status will suffice for this subsection. The CONTRACTOR understands and acknowledges that it shall be solely responsible for any and all medical and liability costs associated with an injury to itself and/or to its employees, sub-contractors, volunteers, and the like, including the costs to defend the City in the event of litigation against same. C. City as Additional Insured. Except for professional liability policies which may not permit adding the City as an additional named insured, the successful Proposer/Contractor and/or subcontractor shall name the “City of Winter Springs” as an Additional Insured, to the extent of the services to be provided hereunder, on all required insurance policies, and provide the City with proof of same. D. Certificates of Insurance. The successful Proposer/Contractor and/or subcontractor shall provide the City’s Finance Department with a Certificate of Insurance evidencing such coverage for the duration of this Agreement. Said Certificate of Insurance shall be dated and show: 1. The name of the insured Contractor, 2. The specified job by name and job number, 3. The name of the insurer, 4. The number of the policy, 5. The effective date, 6. The termination date, 7. A statement that the insurer will mail notice to the City at least thirty (30) days prior to any material changes in the provisions or cancellation of the policy, and; 8. The Certificate Holders Box must read as follows: CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    35  City of Winter Springs c/o Holly Queen 1126 East State Road 434 Winter Springs, Florida 32708 Any other wording in the Certificate Holders Box shall not be acceptable. Non-conforming certificates will be returned for correction. *NOTE – FOR CONTRACTING PURPOSES THE CERTIFICATE OF INSURANCE MUST BE DELIVERED TO CITY OF WINTER SPRINGS, FINANCE DEPARTMENT, 1126 EAST STATE ROAD 434 WINTER SPRINGS, FLORIDA 32708 E. Waiver. Receipt of certificates or other documentation of insurance or policies or copies of policies by the City, or by any of its representatives, which indicates less coverage than is required, does not constitute a waiver of the successful Proposer’s/Contractor’s obligation to fulfill the insurance requirements specified herein. F. Subcontractors. The successful Proposer/Contractor shall ensure that any sub-contractor(s), hired to perform any of the duties contained in the Scope of Services of an Agreement, maintain the same insurance requirements set forth herein. In addition, the successful Proposer/Contractor shall maintain proof of same on file and make readily available upon request by the City. G. Loss Deductible Clause. The City shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the successful Proposer/Contractor and/or subcontractor providing such insurance. H. Additional Requirements. All insurance carriers shall have AM Best Rating of at least A, and a size VII or larger. The General Liability and Workers Compensation policies shall have a waiver of subrogation in favor of the City of Winter Springs. The liability policies shall be Primary/Non-Contributory. ________________________________________________ AUTHORIZED SIGNATURE _________________________________________________ Printed Name of AUTHORIZED SIGNATORY _________________________________________________ Title   The City reserves the unilateral right to modify the insurance requirements set forth at any time during the process of solicitation or subsequent thereto. PLEASE ACKNOWLEDGE, SIGN AND SUBMIT WITH YOUR RESPONSE Failure to submit this form may be grounds for disqualification of your submittal CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    36  ATTACHMENT B - CONFLICT OF INTEREST AND NON-COLLUSION STATEMENT A. This sworn statement is submitted with RFP 04-21 HQ for Auditing Services. This sworn statement is submitted by_________________________________________ whose business address is [Name of entity submitting sworn statement] ______________________________________________________________________ and (if applicable) its Federal Employer Identification Number (FEIN) is ________________________. My name is __________________________________________ and my relationship to the above entity is Please print name of individual signing] ______________________________________________. B. CONFLICT OF INTEREST 1. The entity hereby submits a proposal/offer to RFP 04-21 HQ for Auditing Services. 2. The AFFIANT has made diligent inquiry and provided the information in this statement affidavit based upon its full knowledge. 3. The AFFIANT states that only one submittal for this solicitation has been submitted and tendered by the appropriate date and time and that said above stated entity has no financial interest in other entities submitting a proposal for the work contemplated hereby. 4. Neither the AFFIANT nor the above named entity has directly or indirectly entered into any agreement, participated in any collusion or collusive activity, or otherwise taken any action which in any way restricts or restraints the competitive nature of this solicitation, including but not limited to the prior discussion of terms, conditions, pricing, or other offer parameters required by this solicitation. 5. Neither the entity nor its affiliates, nor anyone associated with them, is presently suspended, or otherwise prohibited from participation in this solicitation or any contract to follow thereafter by any government entity. 6. Neither the entity nor its affiliates, nor anyone associated with them, have any potential conflict of interest because and due to any other clients, contracts, or property interests in this solicitation or the resulting project. 7. I hereby also certify that no member of the entity’s ownership or management or staff has a vested interest in any City Division/Department/Office. 8. I certify that no member of the entity’s ownership or management is presently applying, actively seeking, or has been selected for an elected position within City of Winter Springs government. 9. In the event that a conflict of interest is identified in the provision of services, I, the undersigned will immediately notify the City in writing. C. NON-COLLUSION PROVISION CERTIFICATION The undersigned hereby certifies, to the best of his or her knowledge and belief, that on behalf of the person, firm, association, or corporation submitting the bid certifying that such person, firm, association, or corporation has not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action, in restraint of free competitive bidding in connection with the submitted bid. Failure to submit the executed statement as part of the bidding documents will make the bid nonresponsive and not eligible for award consideration. D. LOBBYING CERTIFICATION The undersigned hereby certifies, to the best of his or her knowledge and belief, that: CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    37  1. No City appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence either directly or indirectly an officer or employee of the City, City Council Member of Congress in connection with the awarding of any City Contract. 2. If any funds other than City appropriated funds have been paid or will be paid to any person for influencing or attempting to influence a member of City Council or an officer or employee of the City in connection with this contract, the undersigned shall complete and submit Standard Form-L “Disclosure Form to Report Lobbying”, in accordance with its instructions. By the signature(s) below, I/we, the undersigned, as authorized signatory to commit the firm, certify that the information as provided in this Conflict of Interest and Non-Collusion Statement, is truthful and correct at the time of submission. _________________________________________________ AUTHORIZED SIGNATURE ________________________________________________ Printed Name of AUTHORIZED SIGNATORY _________________________________________________ Title     PLEASE COMPLETE AND SUBMIT WITH YOUR RESPONSE Failure to submit this form may be grounds for disqualification of your submittal CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    38  ATTACHMENT C - ADDENDUM RECEIPT ACKNOWLEDGEMENT CERTIFICATION The undersigned acknowledges receipt of the following addenda to the solicitation document(s) (Give number and date of each): Addendum No. Dated: Addendum No. Dated: Addendum No. Dated: Addendum No. Dated: Addendum No. Dated: By the signature(s) below, I/we, the undersigned, as authorized signature to commit the firm, certify that the information as provided in the Addendum Receipt Acknowledgement Certification, is truthful and correct at the time of submission. Proposer/Contractor Name: ________________________________________________________________________________ Mailing Address: ________________________________________________________________________________________ Telephone Number: ___________________ Fax Number: ___________________ E-mail Address: _______________________ _____________________________________ _______________________________ FEIN: __________________ Authorized Signature Printed Name _______________________________________________ _________________________________ Title Date PLEASE COMPLETE AND SUBMIT WITH YOUR RESPONSE Failure to submit this form may be grounds for disqualification of your submittal CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    39  ATTACHMENT D - DRUG-FREE WORKPLACE CERTIFICATION When applicable, the drug-free certification form below must be signed and returned with the response. In order to have a drug-free workplace program, a business shall: A. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. B. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. C. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in the first paragraph. D. In the statement specified in the first paragraph, notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893, Florida Statutes, or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. E. Impose a sanction on, or require the satisfactory participation in, a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is so convicted. F. Make a good faith effort to continue to maintain a drug-free workplace through implementation of the foregoing provisions. By the signature(s) below, I/we, the undersigned, as authorized signatory to commit the firm, certify that the information as provided in the Drug-Free Workplace Certification, is truthful and correct at the time of submission. _________________________________________________ AUTHORIZED SIGNATURE _________________________________________________ Printed Name of AUTHORIZED SIGNATORY _________________________________________________ Title   PLEASE COMPLETE AND SUBMIT WITH YOUR RESPONSE Failure to submit this form may be grounds for disqualification of your submittal CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    40  ATTACHMENT E - ORGANIZATIONAL INFORMATION The Proposer must include a copy of their State Certificate of Good Standing/Articles of Incorporation, which lists the corporate officers. In addition to the aforementioned documents the Proposer/Proposer must include necessary information to verify the individual signing this proposal/bid and or any contract document has been authorized to bind the corporation. Examples include: A. A copy of the Articles of Incorporation listing the approved signatories of the corporation. B. A copy of a resolution listing the members of staff as authorized signatories for the company. C. A letter from a corporate officer listing the members of staff that are authorized signatories for the company. TYPE OF ORGANIZATION (Please place a check mark () next to applicable type) Corporation Partnership Non-Profit Joint Venture Sole Proprietorship Other (Please specify) State of Incorporation Principal Place of Business (Enter Address) Federal I.D. Number By the signature(s) below, I/we, the undersigned, as authorized signatories to commit the firm, certify that the information as provided in the Organizational Information, is truthful and correct at the time of submission. Proposer/Contractor Name: ________________________________________________________________________________ Mailing Address: ________________________________________________________________________________________ Telephone Number: ___________________ Fax Number: ___________________ E-mail Address: _______________________ _____________________________________ _______________________________ FEIN: __________________ Authorized Signature Printed Name _______________________________________________ _________________________________ Title Date PLEASE COMPLETE AND SUBMIT WITH YOUR RESPONSE Failure to submit this form may be grounds for disqualification of your submittal CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    41  ATTACHMENT F - REFERENCES   The Firm shall complete and submit this Reference Form as a part of their bid response. Provide a minimum of five (5) projects performed by the Firm and completed within the last ten (10) years, which are similar type, scope, and complexity. (A Reference from City of Winter Springs is not acceptable). The contact person provided shall be a person who has personal knowledge of the Proposer’s performance for the specific requirements listed and is aware the City may be contacting them. Project #1: Project Name: Type of Project/Service: Address: Contracting Agency/Client: Contact Name and Phone #: Contact Email Address and Fax #: Contract Amount: Date Work Performed: Project #2: Project Name: Type of Project/Service: Address: Contracting Agency/Client: Contact Name and Phone #: Contact Email Address and Fax #: Contract Amount: Date Work Performed: Project #3: Project Name: Type of Project/Service: Address: Contracting Agency/Client: Contact Name and Phone #: Contact Email Address and Fax #: Contract Amount: Date Work Performed: Project #4: Project Name: Type of Project/Service: Address: Contracting Agency/Client: Contact Name and Phone #: Contact Email Address and Fax #: Contract Amount: Date Work Performed: Project #5: Project Name: Type of Project/Service: Address: Contracting Agency/Client: Contact Name and Phone #: Contact Email Address and Fax #: Contract Amount: Date Work Performed: PLEASE COMPLETE AND SUBMIT WITH YOUR RESPONSE Failure to submit this form may be grounds for disqualification of your submittal CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    42  ATTACHMENT G - CONTRACTOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES Section 287.135, Florida Statutes, prohibits companies from bidding, submitting proposals, entering into, or renewing contracts with a local government for goods or services that are on the Scrutinized Companies with Activities in Sudan List, on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or is engaged in business operations in Syria. Both lists are created pursuant to Section 215.473, Florida Statutes. In addition, regardless of contract value, the companies shall not be listed on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or be engaged in a boycott of Israel if bidding, submitting proposals, entering into, or renewing contacts with a local government for goods and services. As the person authorized to sign on behalf of the company, I hereby certify that the company identified below is not listed on the Scrutinized Companies with Activities in Sudan List, is not listed on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or is engaged in business operations in Syria. In addition, the company is not listed on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a boycott of Israel. I further understand that pursuant to the Florida Statutes, the submission of a false certification, being placed on any of the Lists as indicated herein, conducting business operations with Syria, or boycotting Israel may subject the company to termination of the agreement, civil penalties, attorney’s fees, and/or costs. By the signature(s) below, I/we, the undersigned, as authorized signatory to commit the company, certify that the information as provided in this Contractor Certification Regarding Scrutinized Companies, is truthful and correct at the time of submission. Proposer/Contractor Name: ________________________________________________________________________________ Mailing Address: ________________________________________________________________________________________ Telephone Number: ___________________ Fax Number: ___________________ E-mail Address: _______________________ _____________________________________ _______________________________ FEIN: __________________ Authorized Signature Printed Name _______________________________________________ _________________________________ Title Date PLEASE COMPLETE AND SUBMIT WITH YOUR RESPONSE (when applicable) Failure to submit this form may be grounds for disqualification of your submittal CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    43  ATTACHMENT H - PRICE PROPOSAL AND ACCEPTANCE OF TERMS   The Price Proposal Form (spreadsheet), consisting of one (1) page, is hereby incorporated into the solicitation and made available as an individual document to be downloaded from DemandStar at the following link https://www.demandstar.com/app/agencies/florida/city-of-winter-springs-purchasing- department/procurement-opportunities/788dff02-ceb4-4081-9c8d-8196ecbbf31a/or the City’s website https://www.winterspringsfl.org/rfps. Proposer should complete and fill in all line items within worksheet in the workbook. . I/we, the undersigned, as authorized signatory to commit the firm, do hereby accept in total all the terms and conditions stipulated and referenced in this RFP document and do hereby agree that if a contract is offered or negotiated it will abide by the terms and conditions presented in the RFP document or as negotiated pursuant thereto. The undersigned, having familiarized him/herself with the terms of the RFP documents, local conditions, and the cost of the work at the place(s) where the work is to be done, hereby proposes and agrees to perform within the time stipulated, all work required in accordance with the Scope of Services and other documents including Addenda, if any, on file at the City of Winter Springs Finance Department for the price(s) as set forth herein in the Price Proposal Form. The signature(s) below are an acknowledgment of my/our full understanding and acceptance of all the terms and conditions set forth in this RFP document or as otherwise agreed to between the parties in writing. Proposer/Contractor Name: ______________________________________________________________ Mailing Address: _______________________________________________________________________ Telephone Number: ___________________ Fax Number: ___________________ E-mail Address: _____________________ ____________________________________ _________________________________ FEIN: ___________________ Authorized Signature Printed Name ____________________________________ _________________________________ Title Date PLEASE COMPLETE AND SUBMIT WITH YOUR RFP RESPONSE Failure to submit this form may be grounds for disqualification of your submittal CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    44  ATTACHMENT I - STATEMENT OF “NO BID SUBMITTAL” If you do not intend to submit on this solicitation, please complete and return this form prior to the date shown for receipt of proposals to: City of Winter Springs, Finance Department , 1126 East State Road 434, Winter Springs, Florida 32708. I/WE HAVE DECLINED TO SUBMIT A BID FOR RFP 04-21 HQ, titled Auditing Services for the following reason(s): [Please place a check mark () next to the reason(s) as applicable] () Reason Bid requirements too "restrictive". Insufficient time to respond to the Invitation to Bid. We do not offer this service. Our schedule would not permit us to perform. Unable to meet requirements. Unable to meet insurance or bond requirements. Scope of Services unclear (please explain below). Other (please specify below). REMARKS: __________________________________________________________________________________________ __________________________________________________________________________________________ __________________________________________________________________________________________ Company Name: ________________________________________________________________________________________ Mailing Address: ________________________________________________________________________________________ Telephone Number: ___________________ Fax Number: ___________________ E-mail Address: _______________________ _____________________________________ _______________________________ FEIN: __________________ Authorized Signature Printed Name _______________________________________________ _________________________________ Title Date CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    45  EXHIBIT 1 - SCOPE OF WORK A. Description of City Structure. 1. Form of Government. The City operates under a Commission/Manager form of government and provides the following services to its residents: a. Police; b. Construction and maintenance of streets, bridges, sidewalks, storm drainage, public parks, community, and recreational facilities; c. City planning, zoning, subdivision and building code regulation, and enforcement; d. Supervised recreation programs; e. Water, sewer, and reclaimed water services; f. Residential solid waste collection services. 2. Fiscal Year Definition. The City’s fiscal year commences on October 1st and ends on September 30th. 3. Fund Structure. Fund Type Number of Individual Funds Budget – FY 2021 General Fund 1 $16,883,194 Enterprise Funds 4 $18,705,962 Special Revenue Funds 11 $11,901,759 Special Assessment Funds 6 $784,735 Capital Projects Funds 5 $1,125,570 Debt Service Funds 3 $1,280,001 NOTE: Other funds to be audited may be added throughout the term of the awarded agreement. 4. Pension Plans. The City maintains a single-employer defined benefit pension plan that provides retirement benefits to City employees. The pension plan is maintained as a Pension Trust Fund and is included with the fund financial statements. This pension plan does not issue a stand-alone financial report. General employees hired on or after October 1, 2011 are no longer eligible for the defined benefit pension plan, but are eligible for the City’s defined contribution plan. Employees hired as sworn police officers or hired as forensic professionals on or after October 1, 2011 will continue to participate in the defined benefit plan. In October 2008, the City consolidated fire services with Seminole County, and firefighters were given the option to either remain in the City’s pension plan or enroll in the County’s pension plan. As a result, 27 firefighters elected to remain in the City’s pension plan of which 1 remains who is no longer an employee of the City. The Board of Trustees of the plan are appointed by the City CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    46  Commission to make advisory recommendations regarding the plan’s investment and portfolio strategies. Any recommendations are then taken back to the Commission for final approval. 5. Basis of Accounting. a. All Governmental funds are accounted for using the modified accrual basis of accounting. b. All Proprietary and Pension Trust funds are accounted for using the accrual basis of accounting. c. The City last had a Schedule of Expenditures of Federal Awards for the year ended September 30, 2019. The City’s grant volume is inconsistent from year to year and more often than not, the City does not have a Schedule of Expenditures of Federal Awards or Schedule of Expenditures of State Awards. However, should the City experience or incur activity for any of the items outlined herein, the successful proposer shall provide and include the necessary work to include such activity as part of the annual audit. 6. Computer System. The City financial application software is the New World platform provided by Tyler Technologies. B. Scope of Services. The City desires the Auditor to express an opinion on the fair presentation of its Comprehensive Annual Financial Report in conformity with generally accepted accounting principles. The City also desires the Auditor to express an opinion on the fair presentation of its combining and individual fund financial statements and schedules in conformity with generally accepted accounting principles. The City does not expect to be subject to Single Audit Examination in every year of the awarded contract. If necessary, the City desires the Auditor to express an opinion on compliance and internal control in accordance with Office of Management and Budget (OMB), 2CFR Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Super Circular”), as amended. 1. Auditing Standards. Each annual audit shall be performed in accordance with: a. Statements issued and adopted by the Governmental Accounting Standards Board; b. The standards set forth for financial audits in the U.S. General Accounting Office’s (GAO), Government Auditing Standards (1988), as amended; c. The provisions of the Federal Single Audit Act, as amended; d. Office of Management and Budget (OMB), 2CFR Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Super Circular”), as amended; e. Florida Statutes Section 11.45, and/or any other applicable Statutes, as amended; f. State of Florida Department of Banking and Financial Regulations, as amended; CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    47  g. Rules adopted by the State of Florida Auditor General for form and content of local governmental entity audits, as amended; h. Generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants (AICPA), as amended; i. Audits of State and Local Governmental Units (Revised) – AICPA Audit and Accounting Guide, as amended; and j. Any other applicable Federal, State and/or local laws or regulations as amended. 2. Reports to be Issued. Following the completion of each annual audit; the Auditor shall prepare, issue, and provide: a. A report on the fair presentation of the financial statements as a whole, in conformity with generally accepted accounting principles; b. A report on compliance with laws and regulations; c. A report on the internal control structure based on the Auditor’s understanding of the internal control structure and assessment of control risk; d. As applicable, a schedule of findings and questionable costs; e. A report on compliance and on internal control over financial reporting based on an audit of financial statements performed in accordance with Government Accounting Standards; f. A report on compliance and on internal control over compliance with laws and regulations related to major Federal and/or State financial assistance programs and any other reports required for compliance with Federal and/or State grants in the event the City receives Federal and/or State financial assistance; g. Fraud and Illegal Acts: The Auditors shall be required to issue an immediate written report to the City Manager and the City Commission of all fraud and illegal acts or indications of illegal acts of which they become aware; and h. A management letter in accordance with Section 10.554(1)(i), Rules of the Auditor General. i. Any additional reports as may be required by Florida Statute or other regulatory body. The Auditor shall submit a signed audit report on the fair presentation of the financial statements in conformity with generally accepted accounting principles no later than March 15th, for the previous fiscal year ending September 30th, along with the other required reports mandated by Government Auditing Standards, the Single Audit Act, and the Auditor General of the State of Florida. 3. Report Preparation. The Auditor will be responsible for the preparation and editing, of the Comprehensive Annual Financial Report, to include all notes, and required supplementary information (RSI). The City will be responsible for the review, printing and distribution of the Comprehensive Annual Financial Report and related notes and RSI. 4. Assistance to be provided to the Auditor. a. City’s Finance Department Support: The City’s Finance Department and responsible management personnel will be available during the audit to assist the Auditor in CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    48  providing additional information, documentation, and explanations. The Finance Director of the City, or designee, will act as coordinator for the audit. b. Work Area, Telephones, Photocopying and Fax Machines: The City will provide reasonable workspace, telephone access, printers, copiers, and internet access for the on-site audit staff. C. Special Considerations. 1. The auditor will agree to immediately notify the City if the Board of Accountancy or any other regulatory agency requests a review of the audit work papers concerning the City or any government client audited by the firm’s local office. 2. The City will expect immediate compliance with any expanded scope definitions and will consider fee adjustment where significant change can be demonstrated which will materially affect what the City should have expected the auditor to accomplish at the time of fee determination 3. If the City issues debt during the contract period for which the official statement contains financial statements and the report of independent accounts, the firm shall be required to issue a “consent and citation of expertise” as auditor and any necessary “comfort letters” at a cost to be negotiated with the City. 4. The City anticipates submitting its financial statement in order to receive the Certificate of Achievement for Excellence in Financial Reporting from the Government Finance Officers Association. It is anticipated that the Auditor will provide technical assistance and review the report for compliance with the requirements of that program prior to submission. 5. The Auditor will assist the City in complying with changes in reporting requirements to remain in conformity with generally accepted accounting principles. This may include technical assistance in preparation of new statements and footnote disclosures. D. Working Papers Retention and Access. All working papers and reports must be retained, at the Auditor's expense, for a minimum of five (5) years, unless the firm is notified in writing by the City of the need to extend the retention period. The Auditor will be required to make working papers available, upon request, to the following parties or their designees: 1. City of Winter Springs; 2. U.S. General Accounting Office (GAO); 3. Parties designated by the Federal or State agencies or by the City as part of an audit quality review process; 4. Auditors of entities of which the City of Winter Springs is a sub-recipient of grant funds; and 5. The Auditor shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance. CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    49  E. Annual Audit Timeline Requirements. 1. Time Schedule for Each Fiscal Year’s Audit. The City and Auditor will mutually agree on a time schedule to be developed for the audit of each fiscal year. The schedule shall include dates for completing each of the following steps by the auditors no later than the agreed upon date for each year of the audit. Each of the following should be completed by the Auditor no later than the dates indicated. a. Interim Work: The Auditor shall complete interim work no later than October 31st of the subsequent fiscal year to be audited. b. Detailed Audit Plans: The Auditor shall provide a detailed audit plan and a list of all schedules to be prepared by the City no later than September 30th of each year. c. Fieldwork: The Audit shall commence no sooner than November 15th unless a different date is approved by the City and shall complete all fieldwork by February 15th of each year. d. Comprehensive Annual Financial Report draft for review by the City by March 1st . e. Issuance of Reports and Financial Attestation: The Auditor shall have all required reports ready for issuance by March 15th of each year. f. Any requested changes to the above stated dates must be provided in writing to the Finance Director at least one week prior to the scheduled due date. The Finance Director, at his/her sole discretion may accept or reject proposed changes. 2. Entrance Conferences, Progress Reporting and Exit Conferences. There shall be an entrance conference with key City personnel no later than September 30th of each year. Progress conferences will be held with key City personnel throughout the engagement. An exit conference will be held with key City personnel, the Finance Director and/or his/her designee before the final issuance of the Comprehensive Annual Financial Report. The Auditor shall present the Comprehensive Annual Financial Report to the City Commission in March of each year. F. Additional Consulting Services. In addition to the regular audit requirements, the City of Winter Springs may request that the successful proposer provide additional consulting services outside the performance of the annual audit. The Auditor and the City will separately negotiate a fee for each instance that consulting services are requested.   CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org     RFP 04‐21 HQ 5/14/2021    50  EXHIBIT 2 - SAMPLE STANDARD AGREEMENT FOR SERVICES See Attached Sample Agreement THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK CITY OF WINTER SPRINGS, FLORIDA | FINANCE DEPARTMENT 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708 T: (407) 327-1800 | F: (407) 324-4753 |www.winterspringsfl.org REQUEST FOR PROPOSAL (RFP) RFP 04-21 HQ – AUDITING SERVICES Due Date: June 8, 2021 – 2:00 p.m.       RFQ Compliance Checklist (as set forth in Resolution 2021-04) For Proposer _______________________________________________ Enter firm name An initial review was performed by the Finance Department to ensure each proposal meets the submission requirements as set forth in the solicitation document.  The proposal was submitted by the stated deadline;  All required documents have been submitted;  All documents requiring an original signature have been signed and submitted; and  Verification through the professional regulatory agency to ensure proper professional licenses or credentials, as required Proposals are subject to a review and evaluation process. It is the intent of the City that all Firms responding to RFP 04-21 HQ, who meet the minimum requirements, will be ranked in accordance with the established criteria as provided within the solicitation. The City will consider only the responsive and responsible submittals received during its evaluation and award process. MINIMUM REQUIREMENTS – Section 1 In order to be considered, the firm must meet all of the following criteria:  The audit firm is independent of the City  Licensed to practice in the state of Florida  Must be in good standing and must not be listed in the System for Award Management (SAM) as an excluded party.  Licenses: All licenses required by the Proposer, whose businesses and professions are regulated by the Florida Department of Business and Professional Regulation, must be active and current.  Firm shall have been in business for a minimum of five (5) consecutive years or demonstrate with written documentation that they had ownership in a Firm with combined experience of ten (10) years and maintain an active license to perform similar services as requested in this RFP within the State of Florida.  If the business headquarters is located outside of the State of Florida, they must be licensed to perform services in both their home state and the State of Florida, and must have an office in the State of Florida.  Evidence of authority to conduct commercial business in the State of Florida - Provide Sunbiz report showing your company registered as “Active”. COMPLETENESS – Section 3  Selection dividers with tabs properly labeled with Tab letters to identify each required criteria in Section 4. Include slip sheets indicating the tabs, in place of dividers for electronic submissions.  All attachments shall be placed under the appropriate tab for that sub-section.  Current Certificates of Insurance; and Local Business Tax Receipt, and current year W-9, shall be placed under Tab “E” of your proposal. Staff determination of proposal compliance with requirements: ___ Responsive ___NOT Responsive __________________________ __________________________ ________ Staff - Print Name Signature Date Evaluation Criteria Committee Member 1 Commissioner Rob Elliott Committee Member 2 Michael Blake (Pension BOT)Committee Member 3 Carol Conroy (Fin Dir - Casselberry) RFP 04-21 HQ Example Calculations Example Calculations Example Calculations Price Price Price Evaluation Criteria Firm Name $42,500 Firm Name $42,500 Firm Name $42,500 Tab Assignment Max Points Evaluation Criteria Max Points Rating Rating %Score Evaluation Criteria Max Points Rating Rating %Score Evaluation Criteria Max Points Rating Rating %Score A Firm’s Qualifications and Experience 35 Firm’s Qualifications and Experience 35 2 50%17.50 Firm’s Qualifications and Experience 35 3 75%26.25 Firm’s Qualifications and Experience 35 3 75%26.25 B 25 Similar Projects/References 25 3 75%18.75 Similar Projects/References 25 3 75%18.75 Similar Projects/References 25 3 75%18.75 C 30 Project Approach 30 4 100%30.00 Project Approach 30 3 75%22.50 Project Approach 30 3 75%22.50 D 10 Price Proposal/Fee Schedule 10 8.35 84%8.35 Price Proposal/Fee Schedule 10 8.35 84%8.35 Price Proposal/Fee Schedule 10 8.35 84%8.35 100 Total Score 74.60 Total Score 75.85 Total Score 75.85 Adjectival Rating Rating %Price Price Price 0 Unsatifactory 0%Firm Name $40,000 Firm Name $40,000 Firm Name $40,000 1 Below Min Stds 25%Evaluation Criteria Max Points Rating Rating %Score Evaluation Criteria Max Points Rating Rating %Score Evaluation Criteria Max Points Rating Rating %Score 2 Marginal 50%Firm’s Qualifications and Experience 35 3 75%26.25 Firm’s Qualifications and Experience 35 3 75%26.25 Firm’s Qualifications and Experience 35 3 75%26.25 3 Satisfactory 75%Similar Projects/References 25 3 75%18.75 Similar Projects/References 25 3 75%18.75 Similar Projects/References 25 3 75%18.75 4 Excellent 100%Project Approach 30 4 100%30.00 Project Approach 30 4 100%30.00 Project Approach 30 3 75%22.50 Price Proposal/Fee Schedule 10 8.88 89%8.88 Price Proposal/Fee Schedule 10 8.88 89%8.88 Price Proposal/Fee Schedule 10 8.88 89%8.88 Total Score 83.88 Total Score 83.88 Total Score 76.38 Lowest Bid $35,500 example see calc below Proposal Examples % Calc Max Point Points Applied $42,500 84%10 8.35 Price Price Price $40,000 89%10 8.88 Firm Name $35,500 Firm Name $35,500 Firm Name $35,500 $35,500 100%10 10.00 Evaluation Criteria Max Points Rating Rating %Score Evaluation Criteria Max Points Rating Rating %Score Evaluation Criteria Max Points Rating Rating %Score Firm’s Qualifications and Experience 35 2 50%17.50 Firm’s Qualifications and Experience 35 2 50%17.50 Firm’s Qualifications and Experience 35 2 50%17.50 Similar Projects/References 25 3 75%18.75 Similar Projects/References 25 3 75%18.75 Similar Projects/References 25 3 75%18.75 Project Approach 30 4 100%30.00 Project Approach 30 3 75%22.50 Project Approach 30 2 50%15.00 Price Proposal/Fee Schedule 10 10.00 100%10.00 Price Proposal/Fee Schedule 10 10.00 100%10.00 Price Proposal/Fee Schedule 10 10.00 100%10.00 Total Score 76.25 Total Score 68.75 Total Score 61.25 Total The information in this sheet is used for example puroses only Firms Elliott Blake Conroy Score Bid administrator will fill in the tan colored fields based on the information provided by the respondants. ABC Audit Firm 74.60 75.85 75.85 226.31 Yellow cells will be populated based on the scoring provided by each member for each respondant. XYZ Audit Firm 83.88 83.88 76.38 244.13 123 Audit Firm 76.25 68.75 61.25 206.25 Category Similar Projects/References Project Approach Price Proposal/Fee Schedule Maximum Total Points Members ABC Audit Firm XYZ Audit Firm 123 Audit Firm ABC Audit Firm XYZ Audit Firm 123 Audit Firm ABC Audit Firm XYZ Audit Firm 123 Audit Firm