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REQUEST FOR PROPOSALS ISSUE DATE: March 23, 2015 TITLE:

RFP #APA15.02

AUDIT SERVICE: VIRGINIA PORT AUTHORITY, INCLUDING VIRGINIA INTERNATIONAL TERMINALS FOR FISCAL YEARS ENDING JUNE 30, 2015, 2016, 2017, 2018, and 2019

ISSUING AGENCY: Virginia Auditor of Public Accounts P. O. Box 1295 Richmond, Virginia 23218

COMMODITY CODE: 94620

USING AGENCY AND LOCATION WHERE WORK WILL BE PERFORMED:

VIRGINIA PORT AUTHORITY 600 WORLD TRADE CENTER NORFOLK, VIRGINIA, 23510

SEALED PROPOSALS WILL BE RECEIVED UNTIL

VIRGINIA INTERNATIONAL TERMINALS 1431TERMINAL BLVD NORFOLK, VIRGINIA 23505

APRIL 3, 2015 - 12:00 PM, (Eastern Standard Time) Date and Time

FOR FURNISHING THE GOODS/SERVICES DESCRIBED HEREIN. TECHNICAL INQUIRIES SHOULD BE DIRECTED TO:

DeAnn Compton Audit Director ( 804 ) 225-3350, x344 [email protected]

PROCUREMENT INQUIRIES SHOULD BE DIRECTED TO:

Carnell N. Bagley, CPPB, VCO Procurement Manager ( 804 ) 225-3350, x317 [email protected]

IF HARDCOPY PROPOSALS ARE MAILED, SEND DIRECTLY TO ISSUING AGENCY'S ADDRESS SHOWN ABOVE. IF HARDCOPY PROPOSALS ARE HAND DELIVERED, DELIVER TO: Auditor of Public Accounts, James Monroe Bldg., 8th Floor, 101 N. 14th Street, Richmond, Virginia 23219 *Note: The Issuing Agency is not responsible for delivery of proposals to the specified location by the date and time noted above. The official clock used for determining if a proposal is submitted in time for consideration shall be designated by the Issuing Agency. An Electronic Version of the proposal must be emailed to Carnell Bagley at [email protected] before the required deadline. Receipt of the hardcopy version shall be used to determine timeliness. ************************************************************************************************************************ IN COMPLIANCE WITH THIS REQUEST FOR PROPOSALS AND TO ALL THE CONDITIONS IMPOSED HEREIN, THE UNDERSIGNED OFFERS AND AGREES TO FURNISH THE GOODS/SERVICES IN ACCORDANCE WITH THE ATTACHED SIGNED PROPOSAL OR AS MUTUALLY AGREED UPON BY SUBSEQUENT NEGOTIATION.

Name And Address Of Contractor:

* ( Signature in ink ) Date: *By: Title:

FEI/FIN NO.

Telephone Number:

Email:. Facsimile Number: *Note: This public body does not discriminate against faith-based organizations in accordance with Code of Virginia §2.24343.1 or against an offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

RFP #APA15.02

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RFP #APA15.02 TABLE OF CONTENTS I.

PURPOSE ................................................................................................................................................ 3

II.

PERIOD OF CONTRACT ......................................................................................................................... 3

III.

DEFINITIONS ........................................................................................................................................... 3

IV.

VIRGINIA PORT AUTHORITY (VPA) and VIRGINIA INTERNATIONAL TERMINALS (VIT) Background ............................................................................................................................................. 3 Statement of Needs ................................................................................................................................ 6 Reporting and Delivery Requirements .................................................................................................. 7

V.

PROPOSAL PREPARATION AND SUBMISSION ................................................................................. 11

VI.

EVALUATION AND AWARD CRITERIA ................................................................................................ 14

VII.

GENERAL TERMS AND CONDITIONS ................................................................................................. 15

VIII.

SPECIAL TERMS AND CONDITIONS ................................................................................................... 22

IX.

ATTACHMENT A – DATA SHEET .......................................................................................................... 26

X.

ATTACHMENT B – STATE CORPORATION COMMISSION FORM ..................................................... 27

XI.

ATTACHMENT C – SMALL BUSINESS SUBCONTRACTING PLAN .................................................. 28

RFP #APA15.02

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I.

PURPOSE: The purpose of this Request for Proposals is to establish a contract through competitive negotiation for a Certified Public Accounting Firm to perform a financial statement audit, which includes a report on internal control and compliance and, if applicable, a Single Audit of the Virginia Port Authority (VPA) and a financial statement audit of Virginia International Terminals (VIT). The resulting contract shall be between the issuer, Virginia Auditor of Public Accounts (APA), and the Contractor. The Contractor and any related organizations shall not be allowed, during the contract period, to perform or submit proposals on accounting, consulting, compilation and review, or any other services for VPA or VIT.

II.

PERIOD OF CONTRACT: The contract period shall be for five (5) consecutive fiscal years beginning with the fiscal year ending June 30, 2015. The Contractor shall be limited to a five-year contract and shall not be allowed to compete for the next successive contract.

III.

DEFINITIONS: As used in this solicitation, the following definitions shall apply:

IV.



Commonwealth – refers to the Commonwealth of Virginia and/or the Virginia Auditor of Public Accounts (APA).



Contractor - any vendor awarded a contract pursuant to this solicitation.



Offeror(s) - any vendor who submits a response to the APA as a result of this solicitation.



Subcontractor – any vendor hired by the Contractor to assist with a contract pursuant to this solicitation.

VIRGINIA PORT AUTHORITY (VPA) and VIRGINIA INTERNATIONAL TERMINALS (VIT): A.

BACKGROUND Virginia Port Authority The Virginia Port Authority (VPA) was established in 1952 as a political subdivision of the Commonwealth of Virginia for the purpose of stimulating commerce of the ports of the Commonwealth, promoting the shipment of goods and cargoes through the ports, improving the navigable tidal waters within the Commonwealth, and in general to perform any act or function which may be useful in developing, improving, or increasing the commerce of the ports of the Commonwealth. The VPA is a body corporate and a political subdivision of the Commonwealth of Virginia. Owned and operated by the VPA for the Commonwealth of Virginia, the general cargo terminals in the Hampton Roads harbor formerly existed as five separate, competing ports. In 1982, by mandate of the Virginia General Assembly, the ports were unified under the direction of the VPA and its non-stock, non-profit operating affiliate, Virginia International Terminals, Inc. The cargo terminals include, Norfolk International Terminals, Portsmouth Marine Terminal and Newport News Marine Terminal. In 1989, the Virginia Inland Port in Front Royal, Virginia, was added as a fourth facility. In 2010, the VPA added APM Terminals through a long-term lease as another Hampton Roads terminal under the arm of the Commonwealth. APM Terminals became Virginia International

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Gateway in August 2014. In 2011, the Authority entered into a five-year lease for the Port of Richmond, the only port under the Authority not operated by VIT. A Board of Commissioners, hereinafter referred to as the Board, exercises all powers, rights and duties of the VPA and may delegate such powers and duties to the Executive Director. The Board of Commissioners The Board of Commissioners of the VPA consists of the State Treasurer, the Chief Executive Officer of the Virginia Economic Development Partnership, and eleven members appointed by the Governor, subject to confirmation by the General Assembly. Members are appointed or reappointed for a term of five years. The Commissioners serve staggered five-year terms and may serve a maximum of two consecutive terms. The Board of Commissioners appoints the Executive Director, who is not a member of the Board. The Executive Director employs agents or employees subordinate to the Executive Director as necessary, subject to the Board’s approval. Virginia International Terminals, Inc. Virginia International Terminals, Inc. (VIT) was established in June 1981 as a nonstock, not-forprofit corporation exempt from federal income taxes under Section 115(1) of the Internal Revenue Code. VIT was established as a component unit of VPA and under the terms of the Service Agreement as amended, which continues until terminated, between VIT and VPA, VIT is authorized to operate marine terminals owned or leased by VPA in Norfolk, Newport News, Portsmouth, and Front Royal, Virginia. Effective August 17, 2013, VIT converted from a nonprofit, non-stock corporation to a single-member limited liability company with VPA as the sole member of the Company. Hampton Roads Chassis Pool II, LLC (HRCP II) operates the chassis pool of the shipping lines, and manages empty container yards. HRCP II is a single-member limited liability company with VIT as the sole member of the Company.

Exemption from the Public Procurement Act and the Virginia Personnel Act (§62.1-132.6) Since 1981, the Authority is not required to comply with the Virginia Public Procurement Act, “provided the Authority implement, by policy or regulation adopted by the Board of Commissioners and approved by the Department of General Services, procedures to ensure fairness and competitiveness in the procurement of goods and services and in the administration of its capital outlay program”. As such, the Authority developed its own Purchasing Policies and Procedures Manual. The Chief Financial Officer is primarily responsible for maintaining the Manual. The Authority is not required to obtain approval from any other agency or instrumentality with regard to the “duties and compensation of its employees, officers, agents, advisors and consultants”. The Authority may also employ “employees, officers, agents, advisors and consultants within and without the Commonwealth and the United States without regard to whether such employees are citizens of the United States”. As such, the Authority developed its own Employee Policies and Procedures Manual. The Chief Human Resources Officer is primarily responsible for maintaining the Manual.

RFP #APA15.02

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VPA Funding Special Fund - Terminal Revenues: Monthly VIT pays VPA its gross revenues, which are defined as the revenues remaining from the operation of the VPA Facilities after paying (1) VIT’s expenses for the prior month and funding of a reserve and (2) deposit of money into a trust for capital and extraordinary maintenance expenses of the VPA Facilities operated by VIT. Commonwealth Port Fund: This is a special non-reverting fund established as part of the Transportation Trust Fund of the Commonwealth and held by the State Treasurer and from net investment income on such revenues. Such revenues currently consist of a portion of net additional revenues generated by increases in certain motor vehicle fuel and sales and use taxes and annual motor vehicle registration fees, enacted by the General Assembly in the 1986 Special Session. Since 1986, moneys set aside for the Commonwealth Port Fund by the General Assembly have been allocated to the Authority to be used for port capital needs within the Commonwealth, but the General Assembly is not legally obligated to continue to do so. Federal Funds: VPA receives federal grant funding from the United State Department of Transportation, Maritime Administration to improve security around the ports of Virginia. In addition, VPA also receives federal grants from the Environmental Protection Agency and other federal agencies. The grants are subject to review and audit under the “Office of Management and Budget Circular A-133.” Entitlement to these resources is conditional upon compliance with the terms and conditions of the agreements, including the expenditure or resources for allowable purposes. VPA is required to comply with various federal regulations issued by the Office of Management and Budget. Bond Funds: VPA periodically issues revenue bonds to support port facility construction. The bonds are either backed by revenues from port operations or from the Commonwealth Port Fund. Basis of Accounting VPA’s and VIT’s financial statements are prepared in accordance with the Governmental Accounting Standards Board Statement No. 34 reporting model. VPA is a proprietary form of government and its financial transactions are recorded in a single Enterprise Fund. Comprehensive Annual Financial Reports and Internal Control and Compliance Reports for prior years are available on the Auditor of Public Accounts website. Use the Report Finder and search on “Port Authority.” http://www.apa.virginia.gov/APA_Reports/Reports.aspx VPA and VIT amended their service agreement as of August 8, 2014. As part of the amended service agreement, VPA, VIT, and HRCP II entered into a shared services agreement whereby the entities will share common administrative functions for accounting and finance, purchasing, risk management, and human resources. Under the agreement, all administrative functions of the separate entities consolidated and employees transferred to VPA, and each respective entity will pay its applicable share of the administrative costs.

RFP #APA15.02

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B.

STATEMENT OF NEEDS The Contractor shall conduct each VPA and VIT audit in accordance with generally accepted auditing standards, promulgated by the American Institute of Certified Public Accountants (AICPA) and Government Auditing Standards issued by the Comptroller General of the United States. Further, if applicable, the Contractor will also conduct the audit in accordance with the Single Audit Act of 1984, the Single Audit Act Amendments of 1996, and the Office of Management and Budget (OMB) Circular A-133. 1.

2.

RFP #APA15.02

VPA Audit Objectives: The Contractor’s audit of VPA shall be designed to accomplish the followinga.

To determine whether the financial statements of VPA present fairly its financial position and the results of its financial operations in accordance with generally accepted accounting principles.

b.

To have sufficient understanding of internal controls to plan the audit and to determine the nature, timing, and extent of tests to be performed.

c.

To have sufficient understanding of the shared internal accounting and administrative controls to determine whether the internal controls provide reasonable assurance that VPA is managing public funds and federal financial assistance programs in compliance with applicable laws and regulations.

d.

To determine and report whether VPA had administered public funds and federal assistance programs in compliance with applicable laws and regulations that could have a material effect on its financial statements and each major federal assistance program.

e.

To determine and report whether VPA has complied with state laws, regulations, and applicable policies.

f.

To determine and report whether VPA’s internal policies and procedures over procurement, capital outlay, travel, and compensation are appropriate and whether VPA has complied with these policies and procedures. VPA is exempt from state policies in these areas, but must develop their own policies, with approval by the Board.

g.

To determine and report whether VPA has complied with and implemented an effective industry best practice information security standard to protect confidential and mission critical data.

VIT Audit Objectives: The Contractor’s audit of VIT shall be designed to accomplish the followinga.

To determine whether the financial statements of VIT, and its subsidiary HRCP II, present fairly its financial position and the results of its financial operations in accordance with generally accepted accounting principles.

b.

To have sufficient understanding of internal controls to plan the audit and to determine the nature, timing, and extent of tests to be performed.

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c.

To have sufficient understanding of the shared internal accounting and administrative controls to determine whether the internal controls provide reasonable assurance that VIT, and its subsidiary HRCP II, are managing their funds in compliance with applicable laws and regulations.

d.

To determine and report whether VIT, and its subsidiary HRCP II, have complied with state laws, regulations, and applicable policies.

e.

To determine and report whether VIT, and its subsidiary HRCP II, have complied with and implemented an effective industry best practice information security standard to protect confidential and mission critical data.

In connection with each issuance of VPA’s bonds and notes, the Contractor may be asked to render opinions (i.e., comfort letters, etc.) on VPA’s financial statements or certify Transportation Trust Fund revenues. Additionally, the Contractor may be requested to provide up to eighty additional hours per year of other technical guidance not relating to the audit. The Contractor shall, at a minimum, perform tests of controls and other audit procedures, as applicable, to determine compliance with the following sections of the Code of Virginia: o o o o o

Waters of the State, Ports, and Harbors, Sections 62.1-128 through 62.1-147.2 Virginia Security for Public Deposits Act, Sections 2.2-4400 through 2.2-4411; State and Local Government Conflict of Interests Act, Sections 2.2-3100 through 2.2-3127; Uniform Disposition of Unclaimed Property Act, Sections 55-210.9; Investment of Public Funds, Section 2.2-4515;

The Contractor shall annually determine with the APA the appropriate state compliance matters under this section for inclusion in the scope of the annual VPA audit. The APA will assist the Contractor in obtaining any information that the Contractor needs from any agency or institution of the Commonwealth of Virginia. The Contractor shall test VPA and VIT’s compliance with §3.2A and 3.2B of the Service Agreement between the Virginia Port Authority and Virginia International Terminals, LLC, and §718(b) of the Virginia Port Authority Resolution Authorizing and Securing Virginia Port Authority Port Facilities Revenue Bonds (Resolution). If performing a Single Audit, the Contractor shall test compliance matters and report findings with likely questioned costs of $10,000 or more for each federal financial assistance program.

C.

REPORTING AND DELIVERY REQUIREMENTS The Contractor shall prepare the audit reports required by Government Auditing Standards and Office of Management and Budget Circular A-133, Audits of States, Local Governments and NonProfit Organizations at the completion of each audit. The Contractor must complete and issue their reports on the audited financial statements, internal control and compliance, and, if applicable, the Single Audit reports on internal control and compliance and the schedule of expenditures of federal awards each year as noted in the table below and shall deliver them to the APA and the VPA Chief Financial Officer. The timing of Interim Fieldwork and Final Fieldwork for VPA and VIT may be negotiated for efficiency. The Contractor must submit a preliminary draft of all reports to the APA and VPA Chief Financial Officer for approval prior to release of reports. In addition, drafts of the VPA prepared financial statements,

RFP #APA15.02

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notes thereto, and any supplementary schedules should be included with the draft reports submitted to the APA. VIT Audit Requirement Interim Fieldwork Final Fieldwork Delivery of Preliminary Drafts Delivery of Final Financial Statement Report

VIT Audit Time period/Deadline May 1 – June 15 July 15 – August 15 September 1 September 15 (All work must be completed and audit report dated no later than September 15.)

VPA Audit Requirement Interim Fieldwork Final Fieldwork Delivery of Preliminary Drafts Delivery of Final Financial Statement Report (CAFR)

VPA Audit Time period/Deadline May 1 – June 15 September 1 – September 30 October 15 October 31 (All work must be completed and audit report dated no later than October 31.)

Delivery of Final Single Audit Report (report on internal controls and compliance)

November 15 (All work must be completed and audit report dated no later than October 31.)

The Contractor shall provide VPA thirty (30) copies and one (1) automated copy of the Contractor’s report on the audited financial statements, including supplementary schedules, if applicable, and thirty (30) copies and one (1) automated copy of the reports on internal controls and compliance, and the management letter. The Contractor shall provide APA an automated copy of each report. The Contractor’s reports for VPA shall include: 1.

A report on financial statements and any supplementary schedules. The financial statements will include comparative statements, i.e. current and prior year, and will include the blended component unit VIT, and its subsidiary HRCP II.

2.

A report on compliance and internal controls over financial reporting containing:

RFP #APA15.02

a.

A report on compliance with laws, regulations, contracts, and grants material to the financial statements. The Contractor shall provide a statement of positive assurance for those items tested for compliance and negative assurance for those items not tested.

b.

A report on the consideration of internal controls over financial reporting based on an audit of financial statements.

c.

Inclusion and identification of significant deficiencies, material weaknesses, and all other reporting elements required by generally accepted auditing standards and Government Auditing Standards, including a reference to a separately

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issued management letter containing deficiencies in internal control coming to the Contractor’s attention that are not considered to be significant deficiencies.

3.

d.

A report on compliance with state requirements. The Contractor shall provide a statement of positive assurance for those items tested and negative assurance for those items not tested relative to state requirements

e.

A summary of all instances of noncompliance, required to be reported under Government Auditing Standards.

If a Single Audit is required: a.

A report on the schedule of expenditures of federal awards showing each federal assistance program as identified in the Catalog of Federal Domestic Assistance. Federal programs not identified in the Catalog of Federal Domestic Assistance shall be identified under the caption “other federal assistance.” Any federal assistance received pursuant to the American Recovery and Reinvestment Act (ARRA) shall be separately identified on the schedule of expenditures of federal awards.

b.

A report on compliance and internal controls used in administering federal programs containing: i.

A report on compliance with the types of compliance requirements applicable to major federal assistance programs. The Contractor shall express an opinion as to whether VPA complied, in all material respects, with specific requirements applicable to the major financial assistance programs identified in the schedule of expenditures of federal awards.

ii.

A report on the consideration of the internal control over compliance with requirements that could have a direct and material effect on a major federal program.

iii.

Identification of all findings with likely questioned costs of $10,000 or more for each federal financial assistance program as a result of noncompliance.

The Contractor’s reports for VIT, and its subsidiary HRCP II, shall include: 1.

A report on financial statement without supplementary schedules. The financial statements will include comparative statements, i.e. current and prior year.

2.

A report on financial statements and any supplementary schedules. The financial statements will include comparative statements, i.e. current and prior year

3.

A report on compliance and internal controls over financial reporting containing: a.

RFP #APA15.02

A report on compliance with laws, regulations, contracts, and grants material to the financial statements. The Contractor shall provide a statement of positive assurance for those items tested for compliance and negative assurance for those items not tested.

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b.

A report on the consideration of internal controls over financial reporting based on an audit of financial statements.

c.

Inclusion and identification of significant deficiencies, material weaknesses, and all other reporting elements required by generally accepted auditing standards and Government Auditing Standards, including a reference to a separately issued management letter containing deficiencies in internal control coming to the Contractor’s attention that are not considered to be significant deficiencies.

d.

A report on compliance with §3.2A and 3.2B of the Service Agreement between the Virginia Port Authority and Virginia International Terminals, LLC, and §718(b) of the Virginia Port Authority Resolution Authorizing and Securing Virginia Port Authority Port Facilities Revenue Bonds (Resolution). The Contractor shall provide a statement of positive assurance.

e.

A summary of all instances of noncompliance, required to be reported under Government Auditing Standards.

The Contractor will report to both the APA and VPA Board of Commissioners in accordance with the professional standards regarding “Communication With Those Charged With Governance.” In order to accommodate this communication, both APA and VPA Board of Commissioners will designate individuals to assist the Contractor in this communication requirement. At the conclusion of each audit, the Contractor shall prepare and present to the APA and the VPA Board of Commissioners a written management letter containing matters not included in the Contractor’s reports on internal control and compliance. The letter shall address all deficiencies in internal control, exceptions in accounting practices, and instances of noncompliance with laws and regulations not considered to be significant deficiencies as defined in the auditing standards issued by the American Institute of Certified Public Accountants. The Contractor must include written recommendations for appropriate corrective action. The Contractor shall submit any other reports required by the APA and/or the VPA Chief Financial Officer as requested. The Contractor is advised that all reports, work papers, and documentation created for each audit related to VPA are subject to review by the Governor, General Assembly, Virginia Board of Accountancy, and any other party in accordance with the Virginia Freedom of Information Act (see Special Terms and Conditions, §VIII-C). The Contractor is advised that all reports, workpapers, and documentation created for each audit related to VIT, and it subsidiary HRCP II, are proprietary and confidential, except for the information included as a component unit of the VPA financial statements. The Contractor shall bill for the two individual audits of VPA and VIT, including its subsidiary HRCP II, separately.

RFP #APA15.02

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V.

PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS: A.

GENERAL REQUIREMENTS: 1.

RFP Response: In order to be considered for selection, Offerors must submit a complete response to the RFP. One (1) original (so marked) and five (5) copies (so marked) of each proposal must be submitted to Carnell Bagley, Office of the Virginia Auditor of Public Accounts, P.O. Box 1295, Richmond, VA 23218. Offerors shall also email an electronic version of the proposal to Carnell Bagley at [email protected]

2.

Proposal Preparation:

RFP #APA15.02

a.

Proposals shall be signed by an authorized representative of the Offeror.

b.

Proposals should be organized as outlined. All pages of the proposal should be numbered. Each paragraph in the proposal should reference the page number and paragraph number (as appropriate) of the corresponding section of the RFP. Information that the Offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. All information requested must be submitted. Proposals which are not organized in this manner risk elimination from consideration if the APA is unable to find where the RFP requirements are specifically addressed.

c.

Proposals should be prepared simply and economically, providing a straight forward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis shall be placed on completeness and clarity of content.

d.

As used in this RFP, the terms "must", "shall", "should" and “may” identify the criticality of requirements. "Must" and "shall" identify requirements whose absence will have a major negative impact on the suitability of the proposed solution. Items labeled as "should" or “may” are highly desirable, although their absence will not have a large impact and would be useful, but are not necessary. Depending on the overall response to the RFP, some individual "must" and "shall" items may not be fully satisfied, but it is the intent to satisfy most, if not all, "must" and "shall" requirements. The inability of a Offeror to satisfy a "must" or "shall" requirement does not automatically remove that Offeror from consideration; however, it may seriously affect the overall rating of the Offeror’s proposal.

d.

Each copy of the proposal shall be bound (i.e. binder, report cover) or stapled as practical into a single volume and relate solely to the response of the RFP. All documentation submitted with the proposal shall be contained in that single volume.

e.

Ownership of all data, materials and documentation originated and prepared for the APA pursuant to the RFP shall belong exclusively to the Commonwealth and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by the Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Offeror must invoke the protections of Section 2.2-4342 of the Virginia Public Procurement Act prior to or upon submission of the data or other materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of the entire proposal document as proprietary or trade secrets is not acceptable and will result in rejection and return of the proposal. Page 11 of 31

3.

B.

f.

Proposal Preparation Costs: The Offeror is responsible for all costs of proposal preparation. The APA is not liable for any cost incurred by an Offeror in response to this RFP.

g.

All Offerors must register in electronic procurement in Virginia (eVA). Failure to register in eVA will result in the proposal being rejected. You can find more specific information regarding eVA and eVA registration at: https://eva.virginia.gov/pages/eva-i-sell-to-virginia.htm. Please refer to Section VII-U of this RFP for terms and conditions regarding eVA, the Commonwealth’s electronic procurement solution.

Oral Presentation: Offerors who submit a proposal in response to this RFP may be required to give an oral presentation of their proposal to the APA. This provides an opportunity for the Offeror to clarify or elaborate on the proposal. This is a fact finding and explanation session only and does not include negotiation. The APA will schedule the time and location of these presentations. Oral presentations shall be an option of the APA, and may or may not be conducted.

SPECIFIC PROPOSAL REQUIREMENTS: All proposals submitted in response to this solicitation must be as thorough and detailed as possible so the APA may properly evaluate the Offeror’s capabilities to provide the required services. Offerors must submit the following items as a complete proposal: 1.

The return of the cover page of this RFP, signed and filled out as required.

2.

A completed Auditor Data Sheet, Attachment A.

3.

A completed State Corporation Commission Form, Attachment B.

4.

A copy of the most recent peer review report and letters of comment.

5.

A written narrative statement to include:

RFP #APA15.02

a.

A description of the Offeror rendering the proposal, including whether the firm is national or local, the number of years in business, and number of employees in the local office by personnel level (i.e. partner, manager, senior, staff, and administrative). Indicate the percentage of local office hours, within the past five years, devoted to clients similar to VPA and VIT, and its subsidiary HRCP II.

b.

Experience of the Offeror in providing the services described herein, including a description of the Offeror’s experience with bond issuances and comfort letters. Include also a list of those clients similar to VPA and VIT, and its subsidiary HRCP II, for which audits have been performed and a list of those clients who can be used as references. Include the number of years the client has been served by the local office and whether they are a current client.

c.

Biographies, including experience of the individuals who will be assigned to the engagement, relevant experience of each in performing financial and compliance audits of entities similar to VPA and VIT, and its subsidiary HRCP II, and the recent continuing professional education of each individual assigned to the engagement. Please note that the naming of personnel is considered to be a commitment by the Offeror to assign these individuals to the engagement during the first audit year unless other personnel are required by the APA or VPA and VIT.

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d.

A general audit plan by individual audit (VPA versus VIT), including information on the timing of the field work, and any overview and start up work that would be required in the first audit year. Include the approximate date the audit will begin and end for the first year, as well as approximate dates for delivery of the required reports in draft and final forms.

e.

A statement by the Offeror of its understanding of the work to be done with descriptions of the audit approach and illustrations of the procedures to be employed. Include a description of the sampling techniques to be used during the audit.

f.

Names, addresses, and telephone numbers of persons who may be contacted for reference, preferably those clients similar to VPA and VIT, and its subsidiary HRCP II.

g.

Explain if the Offeror, any predecessor or employee of the Offeror, past or present, currently is or within the past five years has been party to any litigation related directly or indirectly to the conduct of your business.

6.

Small Business Subcontracting Plan (Attachment C): It is the policy of the Commonwealth of Virginia to facilitate and maximize the participation of small businesses and businesses owned by women and minorities in purchasing programs. Accordingly, Offerors must include in their proposal a Small Business Subcontracting Plan (Attachment C). If subcontracting is needed and subsequently approved by the APA, this requirement ensures an effort to include participation of small businesses certified by the Department of Small Business and Supplier Diversity (DBSD) to help achieve the statewide goal of exceeding 42% of the Commonwealth’s total prime contract and subcontract spend for small businesses.

7.

Identification of Proposal Envelope: If a special envelope is not furnished, or if return in the special envelope is not possible, the signed proposal shall be returned in a separate sealed envelope or package, sealed and identified as follows: RFP No.:

RFP Title:

Name of Offeror:

Due Date:

Time:

Street Address or Box Number: City:

___ State

Zip Code

Name of Procurement Officer ____________________________________ The envelope must be addressed as directed on page 1 of the solicitation. If a proposal not contained in the special envelope is mailed, the Offeror takes the risk that the envelope, even if marked as described above, may be inadvertently opened and the information compromised which may cause the bid or proposal to be disqualified. Proposals may be hand delivered to the designated location in the office issuing the solicitation. No other correspondence or other proposals should be placed in the envelope.

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VI.

EVALUATION AND AWARD CRITERIA: A.

B.

Offerors who submit a proposal in response to this solicitation must meet or possess the following mandatory requirements: 1.

The Offeror must be properly licensed as a Certified Public Accountant in the Commonwealth of Virginia.

2.

The Offeror must meet the independence requirements of Government Auditing Standards.

3.

The Offeror’s staff working on or associated with the engagement must meet the continuing education requirements of Government Auditing Standards.

4.

The Offeror must meet the peer review standards of the American Institute of Certified Public Accountants and Government Auditing Standards.

Proposals shall be evaluated by the APA using the following Evaluation Criteria and Weights: EVALUATION CRITERIA 1.

ASSIGNED WEIGHT

The Offeror shall possess extensive experience in: a.

Performance of financial and compliance audits of entities utilizing fund accounting methods.

10%

b.

Auditing political subdivisions of the Commonwealth of Virginia and other entities similar to the size of VPA and VIT.

10%

c.

Laws and regulations governing non-profit, tax-exempt organizations.

10%

d.

Issuing comfort letters in connection with bond issuances.

10%

e.

Assessing the appropriate accounting treatment and financial statement display of complex financing arrangements for governmental entities.

10%

Sub-Total: 2.

3.

4.

The Offeror’s staff size shall be appropriate to assure all of the audits can be completed and all reports rendered by November 1 each year. The staff shall also be sufficient in size to issue comfort letters with minimal notification from VPA.

20%

The Contractor’s staff shall possess education and experience sufficient to perform a reliable audit under adequate supervision with minimal interruption to the daily operations of VPA, VIT, and HRCP II.

20%

SWaM Participation - Subcontracting Plan

10%

TOTAL

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50%

100%

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The score for each evaluation criteria shall be from 1 to 5, with 5 representing the highest possible score. The weighted average score for each criteria shall be calculated based upon the weight assigned to the criteria times the score for the respective criteria. The overall rating for a proposal shall be the total of its respective weighted average scores. Proposals will then be ranked according to the overall ratings, with the highest overall rating representing the highest ranking. The award of the contract shall be made in accordance with this Request for Proposal and the information provided in the Oral Presentation.

VII.

C.

EVALUATION: Proposals shall be evaluated by the APA based on the above specific Evaluation Criteria (Section VI), and completeness, relevance, and quality of the Offeror’s response to the proposal requirements. The APA reserves the right to reject any and all proposals and to select the proposal that, in their best judgment, best accomplishes the purpose of the request.

D.

AWARD OF CONTRACT: The APA shall engage in individual discussions with two or more Offerors deemed fully qualified, responsible and suitable on the basis of initial responses and with emphasis on professional competence, to provide the required services. Repetitive informal interviews shall be permissible. Such Offerors shall be encouraged to elaborate on their qualifications and performance data or staff expertise pertinent to the proposed project, as well as alternative concepts. At the discussion stage, the APA may discuss or request “best and final” fee and expense rates and caps for total project costs. Proprietary information from competing Offerors shall not be disclosed to the public or to competitors. At the conclusion of the informal interviews, on the basis of evaluation factors published in the Request for Proposals and all information developed in the selection process to this point, the APA shall select, in the order of preference, two or more Offerors whose professional qualifications and proposed services are deemed most meritorious. Negotiations shall then be conducted, beginning with the Offeror ranked first. If a contract satisfactory and advantageous to the APA can be negotiated at a price considered fair and reasonable, the award shall be made to that Offeror. Otherwise, negotiations with the Offeror ranked first shall be formally terminated and negotiations conducted with the Offeror ranked second, and so on, until such a contract can be negotiated at a fair and reasonable price. Should the APA determine in writing and in its sole discretion that only one Offeror is fully qualified, or that one Offeror is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that Offeror.

GENERAL TERMS AND CONDITIONS: A.

VENDORS MANUAL: This solicitation is subject to the provisions of the Commonwealth of Virginia Vendors Manual and any changes or revisions thereto, which are hereby incorporated into this contract in their entirety. The procedure for filing contractual claims is in section 7.19 of the Vendors Manual. A copy of the manual is normally available for review at the purchasing office and is accessible on the Internet at www.eva.virginia.gov under “Vendors Manual” on the vendors tab.

B.

APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the courts of the Commonwealth. The APA and the Contractor are encouraged to resolve any issues in controversy arising from the award of the contract or any contractual dispute using Alternative Dispute Resolution (ADR) procedures (Code of Virginia, § 2.2-4366). ADR procedures are described in Chapter 9 of the Vendors Manual. The Contractor shall comply with all applicable federal, state and local laws, rules and regulations.

C.

ANTI-DISCRIMINATION: By submitting their proposals, Offerors certify to the Commonwealth that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as

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well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and § 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1E). In every contract over $10,000 the provisions in 1. and 2. below apply: 1.

During the performance of this contract, the Contractor agrees as follows: a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. b. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer. c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting these requirements.

2.

The Contractor will include the provisions of 1. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

D.

ETHICS IN PUBLIC CONTRACTING: By submitting their proposals, Offerors certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Offeror, supplier, manufacturer or subcontractor in connection with their (bid/proposal), and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

E.

IMMIGRATION REFORM AND CONTROL ACT OF 1986: By entering into a written contract with the Commonwealth of Virginia, the Contractor certifies that the Contractor does not, and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

F.

DEBARMENT STATUS: By submitting their proposals, Offerors certify that they are not currently debarred by the Commonwealth of Virginia from submitting a response for the type of goods and/or services covered by this solicitation. Offeror further certifies that they are not debarred

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from filing any order or accepting any resulting order, or that they are an agent of any person or entity that is currently so debarred by the Commonwealth of Virginia. G.

ANTITRUST: By entering into a contract, the Contractor conveys, sells, assigns, and transfers to the Commonwealth of Virginia all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Commonwealth of Virginia under said contract.

H.

MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS: Failure to submit a proposal on the official state form provided for that purpose may be a cause for rejection of the proposal. Modification of or additions to the General Terms and Conditions of the solicitation may be cause for rejection of the proposal; however, the Commonwealth reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal.

I.

CLARIFICATION OF TERMS: If any prospective Offeror has questions about the specifications or other solicitation documents, the prospective Offeror should contact the buyer whose name appears on the face of the solicitation no later than five working days before the due date. Any revisions to the solicitation will be made only by addendum issued by the buyer.

J.

PAYMENT: 1. To Prime Contractor: a. Invoices for items ordered, delivered and accepted shall be submitted by the Contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the state contract number and/or purchase order number; social security number (for individual contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations). b. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however. c. All goods or services provided under this contract or purchase order, that are to be paid for with public funds, shall be billed by the Contractor at the contract price, regardless of which public agency is being billed. d. The following shall be deemed to be the date of payment: the date of postmark in all cases where payment is made by mail, or the date of offset when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act. e. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, Contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the Commonwealth shall promptly notify the Contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A Contractor

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may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve a Commonwealth agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2-4363). 2. To Subcontractors: a. A Contractor awarded a contract under this solicitation is hereby obligated: (1) To pay the subcontractor(s) within seven (7) days of the Contractor’s receipt of payment from the Commonwealth for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or (2) To notify the APA and the subcontractor(s), in writing, of the Contractor’s intention to withhold payment and the reason. b. The Contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the Contractor that remain unpaid seven (7) days following receipt of payment from the Commonwealth, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier Contractor performing under the primary contract. A Contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Commonwealth. 3. Each prime Contractor who wins an award in which provision of a SWAM procurement plan is a condition to the award, shall deliver to the APA, on or before request for final payment, evidence and certification of compliance (subject only to insubstantial shortfalls and to shortfalls arising from subcontractor default) with the SWAM procurement plan. Final payment under the contract in question may be withheld until such certification is delivered and, if necessary, confirmed by the APA, or other appropriate penalties may be assessed in lieu of withholding such payment. 4. The Commonwealth of Virginia encourages Contractors and subcontractors to accept electronic and credit card payments. K.

PRECEDENCE OF TERMS: The following General Terms and Conditions VENDORS MANUAL, APPLICABLE LAWS AND COURTS, ANTI-DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS, CLARIFICATION OF TERMS, PAYMENT shall apply in all instances. In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

L.

QUALIFICATIONS OF OFFERORS: The Commonwealth may make such reasonable investigations as deemed proper and necessary to determine the ability of the Offeror to perform the services/furnish the goods and the Offeror shall furnish to the Commonwealth all such information and data for this purpose as may be requested. The Commonwealth reserves the right to inspect Offeror’s physical facilities prior to award to satisfy questions regarding the Offeror’s capabilities. The Commonwealth further reserves the right to reject any (bid/proposal) if the evidence submitted by, or investigations of, such Offeror fails to satisfy the Commonwealth

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that such Offeror is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein. M.

TESTING AND INSPECTION: The Commonwealth reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

N.

ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the Contractor in whole or in part without the written consent of the Commonwealth.

O.

CHANGES TO THE CONTRACT: Changes can be made to the contract in any of the following ways: 1. The parties may agree in writing to modify the scope of the contract. An increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract. 2. The APA may order changes within the general scope of the contract at any time by written notice to the Contractor. Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation. The Contractor shall comply with the notice upon receipt. The Contractor shall be compensated for any additional costs incurred as the result of such order and shall give the APA a credit for any savings. Said compensation shall be determined by one of the following methods: a. By mutual agreement between the parties in writing; or b. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the Contractor accounts for the number of units of work performed, subject to the APA’s right to audit the Contractor’s records and/or to determine the correct number of units independently; or c. By ordering the Contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The Contractor shall present the APA with all vouchers and records of expenses incurred and savings realized. The APA shall have the right to audit the records of the Contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the APA within thirty (30) days from the date of receipt of the written order from the APA. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Vendors Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the Contractor from promptly complying with the changes ordered by the APA or with the performance of the contract generally.

P.

DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Commonwealth, after due oral or written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and

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administrative costs. This remedy shall be in addition to any other remedies which the Commonwealth may have. Q.

INSURANCE: By signing and submitting a bid or proposal under this solicitation, the bidder or offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded. For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. The bidder or offeror further certifies that the Contractor and any subcontractors will maintain these insurance coverage during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. MINIMUM INSURANCE COVERAGES AND LIMITS REQUIRED FOR MOST CONTRACTS: 1. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the Commonwealth of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract. 2. Employer’s Liability - $100,000. 3. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate. Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The Commonwealth of Virginia must be named as an additional insured and so endorsed on the policy. 4. Automobile Liability - $1,000,000 per occurrence. 5. Accounting - $1,000,000 per occurrence, $3,000,000 aggregate.

R.

ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award as a result of this solicitation, the APA will publicly post such notice on the DGS/DPS eVA web site (www.eva.virginia.gov) for a minimum of 10 days.

S.

DRUG-FREE WORKPLACE: During the performance of this contract, the Contractor agrees to (i) provide a drug-free workplace for the Contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor. For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a Contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

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T.

NONDISCRIMINATION OF CONTRACTORS: A bidder, offeror, or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the bidder or offeror employs exoffenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

U.

eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION: The eVA Internet electronic procurement solution, website portal www.eVA.virginia.gov, streamlines and automates government purchasing activities in the Commonwealth. The eVA portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA Internet eprocurement solution by completing the free eVA Vendor Registration. All bidders or offerors must register in eVA and pay the Vendor Transaction Fees specified below; failure to register will result in the bid/proposal being rejected. Vendor transaction fees are determined by the date the original purchase order is issued and the current fees are as follows:: a. For orders issued July 1, 2014 and after, the Vendor Transaction Fee is: (i) (ii)

DSBSD-certified Small Businesses: 1%, capped at $500 per order Businesses that are not DSBSD-certified Small Businesses: 1%, capped at $1,500 per order

For orders issued prior to July 1, 2014, the vendor transaction fees can be found at www.eVA.virginia.gov. The specified vendor transaction fee will be invoiced, by the Commonwealth of Virginia Department of General Services, approximately 30 days after the corresponding purchase order is issued and payable 30 days after the invoice date. Any adjustments (increases/decreases) will be handled through purchase order changes. V.

AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the Commonwealth shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

W.

SET-ASIDES IN ACCORDANCE WITH THE SMALL BUSINESS ENHANCEMENT AWARD PRIORITY: This solicitation is NOT set-aside for DSBSD-certified small business participation. A set-aside solicitation is only considered such when designated “Micro Business Set-Aside Award Priority” or “Small Business Set-Aside Award Priority” accordingly in the solicitation. DSBSD-certified micro business or small businesses include DSBSD-certified women-owned and minority-owned businesses when they have received the DSBSD small business certification. For purposes of award, Offerors shall be deemed micro businesses or small businesses if and only if they are certified as such by DSBSD on the due date for receipt of proposals.

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VIII.

X.

CURRENCY: Unless stated otherwise in the solicitation, Offerors shall provide offer prices in US dollars when requested.

Y.

AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

SPECIAL TERMS AND CONDITIONS: A.

AUDIT: The Contractor shall retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Virginia, whichever is sooner. The APA, its authorized agents, and/or state auditors shall have full access to and the right to examine any of said materials during said period.

B.

FREEDOM OF INFORMATION ACT: 1.

The Contractor acknowledges that audit reports and all work papers under this contract related to VPA, whether for audit or other purposes, are subject to the Virginia Freedom of Information Act.

2.

The Contractor acknowledges that all reports, workpapers, and documentation created for each audit related to VIT, and it subsidiary HRCP II, are proprietary and confidential, except for the information included as a component unit of the VPA financial statements, and are not subject to the Virginia Freedom of Information Act.

3.

The APA, it's authorized agents, and/or the agencies audited under this contract have full access to and the right to examine any of said materials during said period at no cost.

C.

PEER REVIEW REPORTS: Within ten (10) business days of receipt, the Contractor shall provide the APA a copy of any peer review reports and letters of comment received during the period of the contract.

D.

CANCELLATION OF CONTRACT: The APA reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon thirty (30) days written notice to the Contractor. Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation. The Contractor shall be paid for no service rendered or expense incurred after receipt of such notice except such fees and expenses incurred prior to the effective date of termination that are necessary for curtailment of work under this agreement.

E.

INSPECTION OF JOB SITE: The signature of the Contractor, or its authorized representative, on this solicitation constitutes certification that the job site has been inspected and the Contractor

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is aware of the conditions under which the work is to be accomplished. Claims, as a result of failure to inspect the job site, shall not be considered by the APA. F.

QUALIFICATIONS OF SUBSTITUTE PERSONNEL: Personnel designated to be assigned to the engagement by the Contractor must perform as designated in the absence of termination from the Contractor or other unavoidable circumstance, and in such event, persons substituted shall be approved by the APA and shall be expected to have comparable levels of responsibility and substantially equivalent experience.

G.

SUBCONTRACTS: No portion of the work shall be subcontracted without prior written consent of the APA. In the event that the Contractor desires to subcontract some part of the work specified herein, the Contractor shall furnish the APA the names, qualifications and experience of their proposed subcontractors. The Contractor shall, however, remain fully liable and responsible for the work/service and fees of the subcontractor(s) and shall assure compliance with all requirements of the contract.

H.

SMALL, WOMEN, AND MINORITY-OWNED BUSINESSES SUBCONTRACTING AND EVIDENCE OF COMPLIANCE: It is the goal of the Commonwealth of Virginia that 42% of its purchases be made from small businesses. This includes discretionary spending in prime contracts and subcontracts. All Offerors are required to submit a Small Business Subcontracting Plan (Attachment C). Unless the Offeror is registered as a Department of Small Business and Supplier Diversity (DSBSD) certified small business and where it is not practicable for any portion of the awarded contract to be subcontracted to other suppliers, the Contractor is encouraged to offer such subcontracting opportunities to DSBSD-certified small businesses. This shall include DSBSD-certified women-owned and minority-owned businesses when they have received DSBSD small business certification. No Offeror shall be considered a small business unless certified as such by DSBSD by the due date for receipt of proposals. If subcontracting is approved by the APA, the Contractor shall provide a semi-annual report to the APA on the use of any DSBSD-certified subcontractors with, at a minimum, the following information: name of firm, phone number, total dollar amount subcontracted, category type (small, women, or minority-owned), and type of product/service provided. Payment may be withheld until compliance with the plan is received and confirmed by the APA. The APA reserves the right to pursue other appropriate remedies for non-compliance to include, but not be limited to, termination for default.

I.

PROPRIETARY INFORMATION: The APA shall not accept responses to Request for Proposals in cases where the Offeror declares the entire response to the RFP to be proprietary information. The Offeror must designate in the smallest increments possible, that part of the proposal which is deemed to be proprietary. According to Section 11-52.D of the Code of Virginia, "the bidder, offeror, or contractor must invoke the protections of this section prior to or upon submission of the data or other materials, and must identify the data or other materials to be protected and state the reasons why protection is necessary".

J.

INDEMNIFICATION: The Contractor shall indemnify and hold harmless the APA and the Commonwealth of Virginia and, when applicable, its employees and designated representatives, from any and all claims, suits, actions, liabilities and costs of any kind, caused by the performance by the Contractor of its work pursuant to this agreement. Nothing contained herein shall be deemed an express or implied waiver of the sovereign immunity of the Commonwealth.

K.

DELAYS: It is agreed that time is of the essence in the performance of this contract; however, unavoidable delays shall not render the contract invalid or voidable provided the cause thereof and the estimated completion date are promptly furnished by the Contractor to the APA. Should circumstances disclosed by the audit call for a more detailed investigation by the Contractor than necessary under ordinary circumstances, the Contractor shall request the APA in writing of the need for such additional investigation and the additional compensation required thereof.

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L.

CONTRACTOR PROPERTY DAMAGE: The Contractor shall be entirely responsible for any loss or damage to its own materials, supplies and equipment, and to the personal property of its employees while they are maintained on the work site.

M.

eVA BUSINESS-TO-GOVERNMENT CONTRACTS AND ORDERS: It is anticipated that the contract will result in multiple purchase orders (i.e., one for each delivery requirement) with the eVA transaction fee specified below assessed for each order. a. For orders issued July 1, 2011 thru December 31, 2013, the Vendor Transaction Fee is: (i) DSBSD-certified Small Businesses: 0.75%, Capped at $500 per order. (ii) Businesses that are not DSBSD-certified Small Businesses: 0.75%, Capped at $1,500 per order. d. For orders issued January 1, 2014, and after, the Vendor Transaction Fee is: (i) DSBSD-certified Small Businesses: 1%, Capped at $500 per order. (ii) Businesses that are not DSBSD-certified Small Businesses: 1%, Capped at $1,500 per order. The specified vendor transaction fee will be invoiced, by the Commonwealth of Virginia Department of General Services, approximately 30 days after the corresponding purchase order is issued and payable 30 days after the invoice date. Any adjustments (increases/decreases) will be handled through purchase order changes. The eVA Internet electronic procurement solution, website portal www.eva.virginia.gov, streamlines and automates government purchasing activities in the Commonwealth. The portal is the gateway for vendors to conduct business with state agencies and public bodies. Vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA Internet e-procurement solution and agree to comply with the following: If this solicitation is for a term contract, failure to provide an electronic catalog (price list) or index page catalog for items awarded will be just cause for the Commonwealth to reject your offer or terminate this contract for default. The format of this electronic catalog shall conform to the eVA Catalog Interchange Format (CIF) Specification that can be accessed and downloaded from www.eVA.virginia.gov. Contractors should email Catalog or Index Page information to [email protected]

N.

STATE CORPORATION COMMISSION IDENTIFICATION NUMBER: Pursuant to Code of Virginia, §2.2-4311.2 subsection B, a bidder or offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 is required to include in its bid or proposal the identification number issued to it by the State Corporation Commission (SCC). Any bidder or offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law is required to include in its bid or proposal a statement describing why the bidder or offeror is not required to be so authorized. Indicate the above information on the SCC Form provided. Contractor agrees that the process by which compliance with Titles 13.1 and 50 is checked during the solicitation stage (including without limitation the SCC Form provided) is streamlined and not definitive, and the Commonwealth’s use and acceptance of such form, or its acceptance of Contractor’s statement describing why the bidder or offeror was not legally required to be authorized to transact business in the Commonwealth, shall not be conclusive of the issue and shall not be relied upon by the Contractor as demonstrating compliance.

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O.

E-VERIFY PROGRAM: EFFECTIVE 12/1/13. Pursuant to Code of Virginia, §2.2-4308.2., any employer with more than an average of 50 employees for the previous 12 months entering into a contract in excess of $50,000 with any agency of the Commonwealth to perform work or provide services pursuant to such contract shall register and participate in the E-Verify program to verify information and work authorization of its newly hired employees performing work pursuant to such public contract. Any such employer who fails to comply with these provisions shall be debarred from contracting with any agency of the Commonwealth for a period up to one year. Such debarment shall cease upon the employer’s registration and participation in the E-Verify program. If requested, the employer shall present a copy of their Maintain Company page from E-Verify to prove that they are enrolled in E-Verify.

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IX.

ATTACHMENT A DATA SHEET

Offeror Name: Address:

Offeror Representative: Representative’s Phone Number:

Fax Number:

1. Provide the location address of the office that would be servicing the VPA/VIT engagement. 2. Provide the number of employees in the local office: ________________________________________ 3. Is your firm National or Local only? ______________________________________________________ 4. Attach a sample list of local office clients. 5. Attach a schedule of all work previously performed by that local office for entities similar to the VPA/VIT services outlined in the RFP. *References: (Provide the company name, a contact name and telephone number of three references.)

Company Name: Contact:

Telephone:

Dates of Service: Company Name: Contact:

Telephone:

Dates of Service: Company Name: Contact:

Telephone:

Dates of Service:

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X.

ATTACHMENT B STATE CORPORATION COMMISSION FORM (Special Terms and Conditions, §VIII-N.)

Virginia State Corporation Commission (SCC) registration information. The offeror: is a corporation or other business entity with the following SCC identification number: ____________

-OR-

is not a corporation, limited liability company, limited partnership, registered limited liability partnership, or business trust -ORis an out-of-state business entity that does not regularly and continuously maintain as part of its ordinary and customary business any employees, agents, offices, facilities, or inventories in Virginia (not counting any employees or agents in Virginia who merely solicit orders that require acceptance outside Virginia before they become contracts, and not counting any incidental presence of the offeror in Virginia that is needed in order to assemble, maintain, and repair goods in accordance with the contracts by which such goods were sold and shipped into Virginia from offeror’s out-of-state location) -ORis an out-of-state business entity that is including with this proposal an opinion of legal counsel which accurately and completely discloses the undersigned offeror’s current contacts with Virginia and describes why those contacts do not constitute the transaction of business in Virginia within the meaning of § 13.1-757 or other similar provisions in Titles 13.1 or 50 of the Code of Virginia. **NOTE** >> Check the following box if you have not completed any of the foregoing options but currently have pending before the SCC an application for authority to transact business in the Commonwealth of Virginia and wish to be considered for a waiver to allow you to submit the SCC identification number after the due date for proposals (the Commonwealth reserves the right to determine in its sole discretion whether to allow such waiver):

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XI.

ATTACHMENT C SMALL BUSINESS SUBCONTRACTING PLAN

It is the goal of the Commonwealth that 42% of its purchases be made from small businesses. All potential Offerors are required to submit a Small Business Subcontracting Plan. Small Business: "Small business " means a business which holds a certification as such by the Virginia Department of Small Business and Supplier Diversity (DSBSD) on the due date for proposals. This shall also include DSBSD-certified women- and minority-owned businesses when they also hold a DSBSD certification as a small business on the proposal due date.

Certification applications are available through DSBSD online at www.dsbsd.virginia.gov (Customer Service).

Offeror Name: _____________________________________________

Preparer Name: ______________________________________________Date: ________________

Instructions A. If you are certified by DSBSD as a micro/small business, complete only Section A of this form. This shall include DSBSD-certified women-owned and minority-owned businesses when they have received DSBSD small business certification. B. If you are not certified by DSBSD as a small business, complete only Section B of this form. C. If you are not certified by DSBSD as a small business and cannot identify any subcontracting opportunities to subcontract part of this contract with a DSBSD-certified business, only provide the information requested in Section C of this form.

Section A If your firm is certified by DSBSD, provide your certification number and the date of certification:

Certification number:_______________________________ Certification date: ________________

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Section B Populate the table below to list DSBSD-certified small businesses which your firm plans to utilize if subcontracting is needed and subsequently approved by the APA during the initial contract period. Certified small businesses include but are not limited to DSBSD-certified women-owned and minorityowned businesses that have also received the DSBSD small business certification. Include plans to utilize small businesses as part of joint ventures, partnerships, subcontractors, suppliers, etc. It is important to note that the proposed participation will be incorporated into the subsequent contract and will be a contract requirement. Failure to obtain the proposed participation may result in breach of the contract. Small Business Name & Address

Status if Micro/Small Business is also: Women (W), Minority (M)

Contact Person, Telephone & Email

Type of Good and/or Service provided by DSBSD-certified Small Business

Planned Involvement during initial period of contract

*Offerors may use a separate sheet if more space is needed.

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Section C Respond to how your business has met or exceeded at least two of the following indicators within the past 24 months. Your response may include any good faith efforts made regarding this procurement. Good Faith Effort Indicators by the Offeror 1. Identify areas of work your business has subcontracted to DSBSD-certified small businesses for other contracts. Include company names, dates, dollar amounts, and percentages on a per contract basis.

2. List research efforts conducted by your business in the past to locate DSBSD-certified small businesses by advertising in publications or in the classified section of the newspaper where small businesses are likely to see it. List specific publications and dates.

3. List small business outreach meetings, conferences, or workshops conducted by your firm to locate DSBSD-certified small businesses—including the dates, participation numbers, and results.

4. Provide documented correspondence (i.e., certified mail, email, receipt of fax transmissions, etc.) to small businesses from the lists provided by DMBE and other outreach agencies and organizations which indicates your solicitation of such for utilization of subcontracting opportunities on other contracts for which your business has competed.

5. List areas of work which your business has subcontracted with DSBSD-certified small businesses for upcoming contracts—including the name of the business, certification number, dates, dollar amounts, and percentages on a per contract basis.

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6. Provide documentation of any assistance offered to interested small businesses in obtaining bonds, lines of credit, and/or insurance for any present or past contracts your business has in place.

7. Provide documentation of follow-up on initial contacts with DSBSD-certified small businesses (e.g., telephone call logs, emails, certified letters, etc.). Be sure to list the small business name and dates of contact.

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