RFP 23-543 Comprehensive Financial Audit of E-SPLOST IV AND E-SPLOST V Spending Original

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Agenda Item

a. Approval of Award of RFP 23-543 Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending (to Plante Moran, PLLC for an amount not to exceed $761,000)

Summary: Presented by: Mr. Joel B. Thibodeaux, Director, Office of Audits & Compliance
Request: It is requested that the Board of Education consider and approve the award of RFP 23-543 Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending to Plante Moran, PLLC for an amount not to exceed $761,000.
Why: The DeKalb County School District has determined that a comprehensive financial audit of DCSD E-SPLOST IV and E-SPLOST V spending, to include all spending areas, shall be conducted by an outside, 3rd party firm in order to provide assurance to DCSD stakeholders of the District's compliance with state and local law and that all expenditures of E-SPLOST IV and E-SPLOST V funds by the District conform to the rules and guidelines of the Program.
Details: Plante Moran will review and provide a comprehensive financial audit of the E-SPLOST IV and E-SPLOST V capital programs spending. All spending areas are to be included.


Plante Moran shall audit the entire E-SPLOST IV spending. The SPLOST IV initiative is now in process. Plante Moran shall complete the E-SPLOST IV spending audit before commencing with the E-SPLOST V spending audit.
Plante Moran shall subsequently audit the E-SPLOST V spending from commencement through May, 2023, or as directed by DCSD.


Plante Moran’s review will detail the following construction component areas:

New Facilities and Additions
Facility Condition Improvements
Technology Improvements (network infrastructure projects)


Projects to be reviewed include all construction, renovation, infrastructure (including telecommunication upgrades) and all projects identified in the Monthly Status Report for the Capital Improvement Program 2017-2022 for the Period Ending June 20, 2022. Refer to Appendix 1 for the Monthly Status Report for the Capital Improvement Program 2017-2022 for the Period Ending June 22, 2022. Additional Monthly Status Reports will be provided as they become available.
Financial impact: $761,000.00 will be from ESPLOST Funds charge code 305.4000.530000.60535.7520.9990.8013.040.0000
Contact: Mr. Joel B. Thibodeaux, Director, Office of Audits & Compliance, 678.676.0740
Effective: Upon Board Approval and negotiation of final contract.
Status: RFP approved by Counsel. Final contract will be negotiated by Contract Management and approved by Counsel.
                 1701 MOUNTAIN INDUSTRIAL BOULEVARD, STONE MOUNTAIN, GEORGIA 30083

                               https://dekalbschoolsga.ionwave.net/Login.aspx

                                                           August 18, 2022

                        REQUEST FOR PROPOSALS (RFP) 23-543
                           COMPREHENSIVE FINANCIAL AUDIT
                       OF E-SPLOST IV AND E-SPLOST V SPENDING

               PRE-PROPOSAL CONFERENCE – 1:00 PM, TUESDAY, AUGUST 30, 2022
           PROPOSAL SUBMISSION DEADLINE - 2:00 PM, TUESDAY, SEPTEMBER 27, 2022
     VIRTUAL PUBLIC PROPOSAL ACKNOWLEDGEMENT - 3:00 PM, TUESDAY, SEPTEMBER 27, 2022

                                            DeKalb County School District
                                           Purchasing/Finance Department
                                          1701 Mountain Industrial Boulevard
                                            Stone Mountain, Georgia 30083

                   PROPOSALS RECEIVED AFTER THE DEADLINE SHALL BE CONSIDERED
                                NON-RESPONSIVE AND REJECTED.

 PROPOSALS TO BE ACKNOWLEDGED PUBLICLY AT THE FOLLOWING TIME/LOCATION:
                     3:00 PM, Tuesday, September 27, 2022
                         DeKalb County School District
                           Finance Conference Room
                         1701 Mountain Industrial Blvd.
                        Stone Mountain, Georgia 30083
    RFP Contact Person is: Carla L. Smith at 678.676.0120 or Phyllis Jones at 678.676.0285
              or email purchasing at solicitationquestions@dekalbschoolsga.org

THE PERSON SIGNING THIS RFP MUST BE LEGALLY AUTHORIZED TO BIND THE COMPANY.
COMPANY NAME ____________________________________________________     _________________________________________________________
                                                                      PRINT CERTIFYING/ENGAGING COMPANY OFFICIAL’S NAME

ADDRESS ___________________________________________________________   _________________________________________________________
                                                                      SIGNATURE OF CERTIFYING/ENGAGING COMPANY OFFICIAL

___________________________________________________________________   _________________________________________________________
                                                                      TITLE OF CERTIFYING/ENGAGING COMPANY OFFICIAL
___________________________________________________________________
AREA CODE, TELEPHONE NO., AND EXTENSION                               _____ _____ - ______ ______ _____ _____ _____ _____ _____
                                                                      FEDERAL I.D. NUMBER

___________________________________________________________________   __________________________________________________
OFFEROR FAX NUMBER                                                    DATE

OFFEROR E-MAIL ADDRESS___________________________________________     OFFEROR WEB ADDRESS___________________________________
RFP 23-543    COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                         PAGE 2



   Time is of the essence. Specify your earliest __________ and latest __________ service commencement dates
   after receipt of award letter.

   Approval by the DeKalb County Board of Education
   Official approval by the DeKalb County Board of Education is required for this procurement. No contract shall be
   construed to be formed without the advance official approval of the DeKalb County Board of Education. The
   successful offeror will be notified after DeKalb County Board of Education approval.

   Funding Provisions
   No award or contract will be made if funding is not approved by the DeKalb County Board of Education.

   Compliance With Requirements
   Offeror must indicate below whether or not their proposal is in complete compliance with the stated requirements.
   If there are any deviations from these requirements, offeror must indicate in writing what the exact deviations
   are and what actual services will be provided. Attach and label additional sheets if necessary.

   ___ Proposal is in complete compliance with proposal requirements.
   ___ Proposal deviates from stated requirements as follows:
   ________________________________________________________________________________________
   ________________________________________________________________________________________
   ________________________________________________________________________________________

   Cancellation
   Awards, contracts, and renewals may be canceled for convenience by the DeKalb County School District (DCSD)
   at any time. In the event of termination of contract by DCSD, the DCSD will be responsible only for those services
   that have been delivered and accepted according to the RFP requirements. Any cancellation for convenience
   by DCSD shall be effective three (3) business days after receipt of the Notice of Cancellation for convenience
   from DCSD by the Offeror.
   Fiscal Year Funding Implications
   The fiscal year for DCSD begins July 1 and ends June 30. This solicitation and any resulting contract(s) may
   contain renewal options. This solicitation, any resulting contract(s), and any renewal options shall terminate
   absolutely without further obligation on the part of DCSD at the end of the fiscal year in which this solicitation
   was issued and at each June 30 renewal anniversary date thereafter unless the successful offeror is notified
   otherwise and agrees in writing to the exercise of renewal options.

   Payment to Successful Vendor(s)
   Payment for goods and services will be made by electronic funds transfer (EFT) or ACH Paymode.
   Vendor(s)/Supplier(s) doing business with DCSD are required to provide payment information when registering
   as a DCSD vendor at: https://www.dekalbschoolsga.org/purchasing/. Offerors must sign below acknowledging
   the above statement.

   Signature of Engaging Official: ______________________________________________

   Date: _________________       ______________________________________________
                                       (Supplier Name / Certifying Official Signature)




                                                              ______________________________________________
                                                              SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543     COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                          PAGE 3

   Rights Reserved
   DCSD reserves the right to accept or reject any and/or all parts of responsive proposals received and/or to reject
   all proposals submitted. DCSD reserves the right to award any resulting contract in the manner that is in the
   best interest of and most advantageous to DCSD. DCSD reserves the right to waive any technicalities or minor
   irregularities in responses received and to award the contract in the most beneficial manner for DCSD. The
   decision of DCSD shall be final. DCSD reserves the right to request and negotiate a “best and final” response
   from offerors.

   Taxes
   Purchases made by DCSD are not subject to federal, state, or local sales tax. A Sales Tax Exemption Certificate
   will be furnished upon request.

   F.O.B. Delivery
   All prices are to be F.O.B. delivery to various DCSD locations.

   Estimated Quantities
   The quantities shown in this RFP document are estimates, which are provided for your information. However,
   actual quantities purchased by DCSD may vary.

   Exclusions of Trade Usages
   This RFP contains all of the terms, conditions and obligations to which the parties agree, and shall not be
   modified, controlled, explained, supplemented or affected in any way by any usage of trade not expressly
   included in this agreement.

   No Obligation/No Award Guaranteed/Cost to Propose
   The contract, if any, will be awarded to the offeror whose proposal offers the best value to DCSD in meeting the
   required scope of work described herein, if the appropriate funds are available and the contract is approved by
   the DeKalb County Board of Education. No obligation or commitment is incurred by the DeKalb County Board
   of Education from the receipt of any proposal, marketing materials, or presentations. There is no guarantee that
   any offeror will receive an award as a result of submitting a proposal. Any/all costs incurred by the offeror in
   preparation and submission of this proposal are the sole responsibility of the offeror. Expenses incurred by the
   offeror will not be reimbursed by DCSD or become a reason for contracting with the offeror. Offeror must sign
   below acknowledging the above statement:
   Signature of Engaging Official: ___________________________________________ Date: _____________
                                       (Company Name / Certifying Official Signature)

   Conditional Proposals
   Proposals that are conditional and/or in any way qualify or vary from the terms of these instructions, conditions,
   and specifications shall be considered non-responsive and disqualified.

   Offeror Failure
   In the event services to be furnished by the successful offeror should for any reason fail to conform to the scope
   of work contained herein, DCSD reserves the right to reject the services and further reserves the right to
   terminate the contract.
   Failure of the successful offeror to perform contracted services may also result in the removal of that offeror from
   doing business with DCSD for a period of not less than one year.




                                                               ______________________________________________
                                                               SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543     COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                        PAGE 4

   Georgia Open Records Act
   All proposals submitted in response to DCSD solicitations may be subject to the Georgia Open Records Act,
   which permits any member of the public to inspect and/or copy documents prepared and maintained or received
   in the course of the operation of the public office or agency.

   No Assignment of Award
   The successful offeror may not assign the award or contract to or subcontract with another party without the
   express written permission of DCSD.

   The Laws of the State of Georgia
   This RFP and subsequent agreement are subject to the laws of the State of Georgia.

    Additional Terms
    In the event an award is made to an offeror, the resulting contract shall not depart from this document unless
    agreed to in writing by DCSD and the successful offeror. DCSD shall not be bound by additional terms and
    conditions and/or extraneous language added to this document by offerors.

   2 CFR 200.322(a)
   § 200.322 Domestic preferences for procurements.
     (a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent
     practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods
     products, or materials produced in the United States (including but not limited to iron, aluminum, steel,
     cement, or other manufactured products).


    ALL SOLICITATIONS ISSUED BY DCSD ARE ADVERTISED IN THE LEGAL SECTION OF THE
    CHAMPION NEWSPAPER, (404) 373-7779, POSTED ON THE IONWAVE DCSD WEBSITE,
    DEMAND STAR AND POSTED IN THE TEAM GEORGIA MARKETPLACE’S GEORGIA
    PROCUREMENT REGISTRY. Offerors are solely responsible for reviewing and making
    themselves aware of DCSD solicitations posted on the following website:

                               https://dekalbschoolsga.ionwave.net/Login.aspx

    Proposal responses will be received in the Purchasing Office between the hours of 8:30 AM and
    4:30 PM only, Monday through Friday, excluding DCSD holidays, furlough days, and inclement
    weather closings.

    DCSD is not responsible for misdirected mail, mail not received, and/or mail delivered late by
    designated carriers.

    PROPOSALS RECEIVED IN THE PURCHASING OFFICE AFTER THE STATED DEADLINE DATE
    AND TIME SHALL BE CONSIDERED NON-RESPONSIVE AND REJECTED.

    PROPOSALS DELIVERED TO ANY SCHOOL OR LOCATION OTHER THAN THE DCSD
    PURCHASING DEPARTMENT SHALL BE CONSIDERED NON-RESPONSIVE AND REJECTED.

    PROPOSALS THAT ARE DELIVERED BY EXPRESS CARRIER (e.g., FEDEX, UPS) AND
    RECEIVED IN THE DCSD MAILROOM WITH VERIFYING SIGNATURE BEFORE THE SCHEDULED


                                                              ______________________________________________
                                                              SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543   COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING        PAGE 5

    PROPOSAL DEADLINE SHALL BE CONSIDERED RESPONSIVE AND ENTERED INTO THE
    PROPOSAL TABULATION.

    LABELS WITH THE PROPER IDENTIFICATION INFORMATION ARE PROVIDED IN YOUR
    REQUEST FOR PROPOSAL PACKAGE FOR YOUR CONVENIENCE AND USE. YOU MAY ALSO
    DOWNLOAD LABELS FROM THE DCSD WEBSITE BY CHOOSING ATTACHMENT 1 AT:

                          https://dekalbschoolsga.ionwave.net/Login.aspx

    SEALED PROPOSAL RESPONSES MUST BE CORRECTLY ADDRESSED AS SHOWN ON THE
    REQUEST FOR PROPOSAL COVER SHEET.

    BOXES OR EXPRESS CARRIER PACKAGES CONTAINING SEALED PROPOSALS MUST BE
    CORRECTLY ADDRESSED AS WELL.

    PROPOSALS RECEIVED BY TELEGRAM, FACSIMILE, E-MAIL, OR TELEPHONE WILL NOT BE
    ACCEPTED.




                                                   ______________________________________________
                                                   SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543   COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING        PAGE 6




                              NOTICE TO OFFERORS

    FOR SECURITY REASONS, ALL OFFERORS ATTENDING THE PUBLIC PROPOSAL
    ACKNOWLEDGEMENT MUST REGISTER AT THE FIRST FLOOR FRONT DESK AT 1701
    MOUNTAIN INDUSTRIAL BOULEVARD, STONE MOUNTAIN, GEORGIA 30083, BEFORE
    ATTENDING THE PROPOSAL ACKNOWLEDGEMENT.


    ALL OFFERORS SUBMITTING SEALED PROPOSALS IN PERSON TO THE PURCHASING
    DEPARTMENT MUST HAVE THEIR SEALED PROPOSALS STAMPED WITH THE DATE AND
    TIME BY A PURCHASING DEPARTMENT REPRESENTATIVE AND MUST LEAVE THEIR
    SEALED PROPOSALS IN THE CARE OF A PURCHASING DEPARTMENT REPRESENTATIVE.
    PURCHASING DEPARTMENT REPRESENTATIVES WILL ISSUE RECEIPTS FOR SEALED
    PROPOSALS IF REQUESTED.


    SEALED PROPOSALS LEFT RANDOMLY AT THE BUILDING, THE DIVISION OF FINANCE OR
    THE PURCHASING DEPARTMENT WITHOUT BEING DATE AND TIME STAMPED OR WITHOUT
    ENSURING A PURCHASING DEPARTMENT REPRESENTATIVE TAKES POSSESSION OF
    SAME SHALL BE CONSIDERED NON-RESPONSIVE AND REJECTED.

    ANY CLAIM BY PROPOSING ENTITY OF ERROR IN THEIR PROPOSAL MUST BE MADE
    BEFORE PROPOSALS ARE OPENED, OR THE CLAIM SHALL BE DEEMED WAIVED. ANY
    PROPOSING ENTITY MAY WITHDRAW THEIR PROPOSAL AT ANY TIME BEFORE THE TIME
    AT WHICH PROPOSALS ARE DUE AND THE REQUEST FOR PROPOSALS IS CLOSED AND,
    HAVING DONE SO, NO PROPOSING ENTITY WILL BE PERMITTED TO RESUBMIT A
    PROPOSAL.




                                                   ______________________________________________
                                                   SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543   COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING        PAGE 7




                   1701 MOUNTAIN INDUSTRIAL BLVD, STONE MOUNTAIN, GEORGIA 30083
                          https://dekalbschoolsga.ionwave.net/Login.aspx




       REQUEST FOR PROPOSALS
                                    RFP 23-543

      COMPREHENSIVE FINANCIAL AUDIT
       OF E-SPLOST IV AND E-SPLOST V
                SPENDING




                                                   ______________________________________________
                                                   SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543        COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                                                     PAGE 8



                                      TABLE OF CONTENTS
             DCSD Solicitation Boilerplate ....................................................................................... 1-6
             RFP Cover Page ............................................................................................................. 7
             Table of Contents ......................................................................................................... 8-9
             Attachments ............................................................................................................. 31-63
             Appendices………………………………………………………………………………….64-68

                        PART I – BACKGROUND AND INFORMATION
             A. Objectives ............................................................................................................... 10
             B. General Information ................................................................................................. 10
             C. Procurement Process……………………………………………………………………...11
             D. Addenda .................................................................................................................. 11
             E. Proposal Deadlines .................................................................................................. 11
             F. Schedule of Events ................................................................................................. 11
             G. Format and Submission of Proposals ...................................................................... 11
             H. Virtual Pre-Proposal Conference ............................................................................. 13
             I. Proposal Contact Persons ....................................................................................... 14
             J. Prohibited Contacts.................................................................................................. 14
             K. Questions and Answers ........................................................................................... 14

                                 PART II – GENERAL REQUIREMENTS
             A. Offeror Performance ............................................................................................... 15
             B. News Release ......................................................................................................... 15
             C. Non-Discrimination .................................................................................................. 15
             D. Drug Free Workplace .............................................................................................. 15
             E. Smoke Free Workplace .......................................................................................... 15
             F. Costs Incurred ......................................................................................................... 15
             G. Insurance ................................................................................................................. 16
             H. Indemnification ......................................................................................................... 18
             I. Illegal Immigration Reform and Enforcement Act of 2011 ........................................ 19
             J. Interviews ........................................................................................................ 20
             K. Contract Terms ................................................................................................. 20
             L. Permits and Applicable Laws ................................................................................... 21
             M. Infringement ............................................................................................................. 21
             N. Ownership Rights..................................................................................................... 21
             O. Non-Collusion .......................................................................................................... 21
             P. Conflict of Interest .................................................................................................... 21
             Q. Financial Stability…………………………………………………………………………..22
             R. No Obligation/No Contract Guaranteed ................................................................... 22
             S. Confidentiality and Non-Disclosure .......................................................................... 22



                                                                                 ______________________________________________
                                                                                 SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543        COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                                            PAGE 9



                     TABLE OF CONTENTS (CONT’D)
                                         PART III – SCOPE OF WORK
             A. Purpose/Project Overview ................................................................................. 23
             B-H. Scope of Work……………………………………………..…………………..……..24-26
             I. Company Profile……………………………………………………………………………...26
             J. Background Check……………………………………………………………………….….26
             K. References…………………………………………………………………..……………...27
             L. Brochures, Catalogs, Manuals, Websites, Literature……………………………….…..27
             M. Added Value .............................................................................................. ……27
             N. Authorization to Sell……………………………………………………………………...27
             O. Evaluation Criteria ....................................................................................... 27-28
             P. Payments ......................................................................................................... 28
             Q. Transition Plan ................................................................................................. 29
             R. Required Content / Document Checklist…………………………………………. .....30


                                                     ATTACHMENTS
             Attachment A – Description of Qualifications and Experience…………………………..31
             Attachment B – Cost Proposal Form……………………………………………………32-33
             Attachment C - Critical Paragraphs..………………………………………………………..34
             Attachment D – Offeror’s Client Reference Form………………………………………….35
             Attachment E – Statement of Confidentiality and Non-Disclosure……………………….36
             Attachment F – Suspension and Debarment Certification……………………………......37
             Attachment G – Illegal Immigration Reform and Enforcement Act of 2011
                            Certification……………………………………………………………..38-43
             Attachment H – Standard Form Agreement…………………………………………….44-62
             Attachment I – Signature Page…………………………………………………………...... 63
             Appendix 1     Capital Improvements Spending 2017-2022
                            Monthly Status Report June 20, 2022…………………………………….64
             Appendix 2     E-SPLOST funds for educational purposes are authorized by
                            Article VIII, Section VI, Paragraph IV of the Georgia Constitution
                            and Official Code of Georgia (O.C.G.A.) § 48-8-141…………………….65
             Appendix 3     2011 Resolution…………………………………………………………......66
             Appendix 4     2016 Resolution……………………………………………………………..67
             Appendix 5     Manner of imposition of tax; report, and O.C.G.A. § 20-2-491,
                            Performance audit on capital outlay projects funded
                             by sales tax………………………………………………………………….68
             Final Page…… ………………………………………………………………………………...69




                                                                            ______________________________________________
                                                                            SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543    COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                     PAGE 10


                                         PART I
                              BACKGROUND AND INFORMATION
   A. OBJECTIVES
   The DeKalb County School District (DCSD) is seeking proposals from highly qualified, capable and
   professional entities with experience with K-12 school districts comparable to DCSD, to perform a
   comprehensive financial audit of DCSD spending of the Special Purpose Option Local Sales Tax; i.e.,
   E-SPLOST IV and V capital programs.

   Awarded offeror shall provide services in accordance with the specifications, requirements and terms
   and conditions stated herein. Services shall include all labor, materials, tools, specialized equipment,
   supplies, electricity utilized, venue security cost for specialized equipment and supplies/materials
   belonging to the offeror, trained personnel, insurance, travel, per diem, direct and indirect administrative
   costs, overhead, tolls, parking, fuel, lodging, food, all other cost and charges, and all things and services
   necessary to provide a comprehensive financial audit of E-SPLOST IV and E-SPLOST V spending in
   accordance with the requirements of this RFP. There shall be no add-on charges of any kind.

   Funding for this project is available. DCSD intends to make an award the project.

   B. GENERAL INFORMATION

   DCSD is a metropolitan Atlanta public school system organized and existing under the Constitution and
   laws of the State of Georgia. DCSD is located in the fourth largest county in Georgia. DeKalb County
   is one of the most culturally diverse counties in the nation. DCSD has a student enrollment of
   approximately 100,000 students in pre-kindergarten through grade 12. With 139 schools and centers,
   DCSD educates the third largest pre-kindergarten through grade 12 student population in the State of
   Georgia. DCSD is the second largest employer in DeKalb County with over 15,500 full and part time
   employees.

   DCSD is dedicated to giving every student the best possible education through an intensive core
   curriculum and specialized, challenging instructional and career programs. DCSD is striving to become
   the premier K-12 school system of choice and desires to significantly improve leadership, teaching, and
   student learning to fulfill its mission as an organization for public education.

   DCSD includes approximately:
     • 79 Elementary Schools
     • 19 Middle Schools
     • 20 High Schools
     •   9 Start-up Charter Schools
     •   2 Conversion Charter Schools
     • 13 Specialized Learning Centers
     •   8 Administrative Centers; and
     •   5 Athletic Stadiums




                                                            ______________________________________________
                                                            SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543    COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                PAGE 11

   Currently, DCSD has 113 Title I Schools (110 Schoolwide and 3 Targeted Assisted). DCSD’s
   wide-area network connects instruction and administration sites to deliver technology and
   learning tools to every child. The main administrative offices are located at 1701 Mountain
   Industrial Boulevard, Stone Mountain, Georgia 30083. DCSD is governed by a seven-member
   Board of Education.

   C. PROCUREMENT PROCESS
   The procurement will be on a formally advertised basis. Proposals must be responsive to all aspects
   of this RFP.

   D. ADDENDA
   It is the responsibility of offerors to frequently check for any addenda, questions, and answers posted
   on the Purchasing Bulletin Board on the DCSD website. Failure on the part of offerors to make
   themselves aware of and comply with addenda requirements will not relieve them of this obligation, this
   is a Mandatory Requirement. All posted addenda must be printed, signed by the offeror, and included
   in the offeror’s RFP submission. Click on the following link to the Purchasing Bulletin Board:
   https://dekalbschoolsga.ionwave.net/Login.aspx

   E. PROPOSAL DEADLINES
   Proposals in response to this RFP must be received by the DCSD Purchasing Department at 1701
   Mountain Industrial Boulevard, Stone Mountain, Georgia 30083, no later than 2:00 PM, Tuesday,
   September 27, 2022. Proposals received after the stated deadline will not be considered.
   Proposals will be acknowledged publicly on Tuesday, September 27, 2022 at 3:00 PM.
   F. SCHEDULE OF EVENTS
   1st Consecutive Ad in Legal Organ                      Thursday, August 18, 2022
    nd
   2 Consecutive Ad in Legal Organ                        Thursday, August 25, 2022
   Virtual Pre-Proposal Conference                        Tuesday, August 30, 2022, 1:00 PM
   Deadline for Offerors to Submit Questions              Thursday, September 8, 2022, 12:00 Noon
   Posted Responses to Questions                          Wednesday, September 14, 2022, 4:30 PM
   RFP Submission Deadline                                Tuesday, September 27, 2022, 2:00 PM
   Virtual RFP Public Acknowledgment                      Tuesday, September 27, 2022, 3:00 PM
   Responses to questions will not be posted on official DCSD holidays or furlough days.

   G. FORMAT AND SUBMISSION OF PROPOSALS
   The format requirements for RFP responses are designed to ensure uniformity in the responses,
   provide the information necessary to understand each offeror’s proposal, and facilitate an efficient and
   comprehensive evaluation of all responses. Proposals must comply with the specifications and detailed
   instructions stated in this RFP document, be signed by the certifying company official, and be presented
   to the DCSD Purchasing Department according to the detailed instructions stated in this document.
    ● Proposals must be presented in a three-ring binder with tabs separating the required sections. All
      attachments must be identified properly for easy recognition and association.
      Each page of the response must be numbered, and the offeror’s company name must
      appear in the lower right-hand corner of each page.


                                                         ______________________________________________
                                                         SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543      COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                               PAGE 12

    ● Each proposal must contain a detailed Table of Contents and must be organized in the same order
      as the requirements are outlined in this RFP document. Each separate bullet point must be
      addressed individually. A response that does not adhere to a “point-by-point” format may be
      disqualified.
    ● Responses shall be organized simply and economically. Emphasis must be placed on
      completeness and clarity. Proposals that do not include all required information may be
      disqualified.
    ● RFP responses must be submitted in a sealed container plainly addressed as shown below.
      Containers not properly labeled as shown below will not be opened or considered.

   SEE REQUIRED CONTENT / DOCUMENT CHECKLIST – PAGE 30.
   Proposals must be sealed and clearly labeled and addressed as shown below:

   SEALED PROPOSAL IDENTIFICATION LABEL:                       SEALED PROPOSAL ADDRESS LABEL:
   This information must appear in the lower LEFT              This information must appear in the mailing corner of your
   sealed proposal container (whether                          address area of your sealed proposal container envelope,
   box, express carrier package, etc.)                          (whether envelope, box, express carrier package.)

     (SEALED PROPOSAL RESPONSE)
     RFP Number: RFP 23-543 Comprehensive Financial Audit of
     E-SPLOST IV and V Spending                                    (SEALED PROPOSAL RESPONSE)
     RFP Due Date: September 27, 2022 2:00 PM (EST)                DeKalb County School District
     Company Name: _____________________________________
                                                                   Purchasing Department
     Company Mailing Address:                                      1701 Mountain Industrial Blvd
     ____________________________________________________          Stone Mountain, GA 30083
     Contact Person Name:_________________________________         ATTN: Carla L. Smith

     Contact Telephone No.: (__)_______________________

     Email Address:_______________________________________


   Boxes, express carrier packages and any other containers enclosing sealed proposals must
   ALSO be clearly labeled as shown above.

   Sealed proposals MUST be received by the DCSD Purchasing Department by the DEADLINE
   stated in this solicitation. Offerors submitting proposals in person must have the date and
   time stamped on their sealed proposals by a Purchasing Department representative. Sealed
   proposals must be placed in the care of a Purchasing Department representative.
   Failure to follow these sealed proposal label and submission requirements may cause proposals to be
   declared non-responsive and rejected.
   Offerors are required to submit one (1) original, one (1) duplicate copy and (1) electronic copy
   (flash drive) of the proposal. One (1) duplicate copy is required to be submitted with the original in
   a sealed package. It is recommended that the copies be made after the original is complete and fully
   executed (signed and initialed) by the offeror’s authorized representative.
   The electronic copy (flash drive) shall be submitted in pdf format (OCR) and organized in the same
   format as the original submission with each Chapter or Section of the original having a corresponding
   Electronic File.



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                        Submit all responses to:
                        Carla L. Smith, Executive Director Vendor Services
                        Purchasing Department
                        DeKalb County School District
                        1701 Mountain Industrial Boulevard
                        Stone Mountain, Georgia 30083
             RFP responses will NOT be accepted at any other DCSD location.

   HAND DELIVERY SUBMISSION OF PROPOSALS: Prior to the submission deadline of Tuesday,
   September 27, 2022 at 2:00PM EST, an appointment must be scheduled with the Purchasing
   Department by submitting an email request to solicitationquestions@dekalbschoolsga.org. Please
   enter “Proposal Submission Appointment – RFP 23-543 Comprehensive Financial Audit of
   E-SPLOST IV and E-SPLOST V Spending” must be scheduled on a Monday, Tuesday, Thursday or
   Friday between 9:00AM-12:00PM Noon, before the September 27, 2022 proposal deadline. A
   confirmation of the appointment will be sent via email.

   VIRTUAL PUBLIC ACKNOWLEDGMENT: The public acknowledgment will be held virtually through
   Microsoft Teams on Tuesday, September 27, 2022 at 3:00PM EST. Those who would like to attend
   the acknowledgement, please register no later than Monday, September 26, 2022 by 4:00PM EST,
   by sending an email to solicitationquestions@dekalbschoolsga.org. Please enter “Public
   Acknowledgement - RFP 23-543 Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V
   Spending” in the subject line of your email. An invitation will be sent to those participants no later than
   Tuesday, September 27, 2022 by 10:00AM EST.

   H. VIRTUAL PRE-PROPOSAL CONFERENCE
   All prospective offerors are invited to attend a Virtual Pre-Proposal Conference. The pre-proposal
   conference will be held on Tuesday, August 30, 2022, at 1:00 PM via Microsoft Teams.

   Offerors must pre-register to attend. When registering your attendance, please enter “RFP 23-543
   Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending” in the subject line of
   your email.

   Submit to solicitationquestions@dekalbschoolsga.org by 5:00 PM, Monday, August 29, 2022.
   The following information must be included in your request:
        • Individual Name and Title
        • Company Name
        • Telephone Number
        • Email Address
   If more than one individual from your company is attending, please submit information on all
   attendees. The sign-in sheet for the pre-proposal conference will be compiled using this information
   and will be posted to the DCSD website within two (2) business days after the pre-proposal meeting.
   A link will be sent to all registrants to participants in the virtual conference no later than 9:00AM,
   Tuesday, August 30, 2022.




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   I. PROPOSAL CONTACT PERSONS
   The assigned contact persons for offerors are Carla L. Smith, Executive Director Vendor Services and
   Phyllis Jones, Buyer, for the Department of Procurement. Ms. Smith can be reached at 678.676.0120
   or by email at solicitationquestions@dekalbschoolsga.org. Ms. Jones can be reached at
   678.676.0285.

   J. PROHIBITED CONTACTS
   Except with the consent of the proposal contact person, all offerors, including any persons affiliated
   with or in any way related to the offeror, are strictly prohibited from contacting DeKalb County Board of
   Education members and DCSD employees or consultants on any matter having to do in any aspect
   with this RFP, other than as provided herein. Any and all contacts with such persons associated with
   DCSD shall be in writing, in appropriate circumstances or cases, as directed by the contact person.
   Furthermore, no employee, officer, or agent of the DeKalb County Board of Education or DCSD may
   participate in the selection, award or administration of a contract if he or she has a real or apparent
   conflict of interest.


   Board Member Communication with Prospective Vendors
   Vendors shall not contact Board members individually for the purpose of soliciting a purchase or
   contract between the time a request for proposal is formally released and a recommendation is made
   by the administration to the Board. If a vendor violates this prohibition during this timeframe,
   consideration for the vendor for award shall be invalidated. Board members shall be notified of possible
   violations and actions taken.

   K. QUESTIONS AND ANSWERS
   It is intended that this RFP be adequate for any offeror to respond to DCSD’s requirements. However,
   should offerors have questions all questions shall be submitted electronically to: Carla L. Smith at
   solicitationquestions@dekalbschoolsga.org. Questions submitted to any other mail box, voice mail or
   e-mail address will not be considered for response. The deadline to submit questions is Thursday,
   September 8, 2022. Questions received after the deadline will not be considered. All questions
   received by 12 Noon, on September 8, 2022 will be answered in writing and both the questions and
   answers will be posted to the following website on or before Wednesday, September 14, 2022 at 4:30
   PM.         https://dekalbschoolsga.ionwave.net/Login.aspx .




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                                     PART II
                                GENERAL REQUIREMENTS

   A. OFFEROR PERFORMANCE
   The successful offeror is required to perform and fulfill all the undertakings, covenants, terms,
   conditions, and agreements of this RFP document and any negotiated contract(s). Specifications
   contained herein and in the successful response will become contractual obligations, if an award
   ensues. Failure of the offeror to fully perform these obligations may result in cancellation of the award
   and contract.
   DCSD will look to the offeror and his/her identified personnel to coordinate and deliver the services
   described in this RFP. The services shall not be delegated to subofferors or assigned to any third party.

   B. NEWS RELEASE
   Any news release or publicity pertaining to any phase of this project must be cleared through the DCSD
   Chief Communications and Community Relations Officer.

   C. NON-DISCRIMINATION
   DCSD does not discriminate on the basis of race, color, religion, sex, national origin, age, or disability
   in any of its employment practices, education programs, services or activities.
   DCSD supports an open, fair, and impartial free-market system which maximizes competition and
   seeks to include all responsible businesses and to provide ample opportunities for business growth and
   development. Minority businesses are encouraged and given the opportunity to bid on various projects;
   however, all responses will be evaluated on the same criteria. It is not the intention or desire of DCSD
   to restrict or impede competition, nor to increase the cost of the work.

   D. DRUG-FREE WORKPLACE
   By submission of a response to this RFP, the offeror certifies that he/she and his/her employees shall
   not engage in the unlawful manufacture, sale, distribution, dispensation, possession, or use of
   controlled substance or drugs during the performance of the contract.

   E. SMOKE-FREE WORKPLACE
   By submission of a response to this RFP, the offeror certifies that he/she and his/her employees shall
   not use tobacco products on DCSD property at any time during the performance of this contract.


   F. COSTS INCURRED
   DCSD is not liable for any costs incurred by an offeror in preparing and/or submitting a response to this
   RFP or for any interview if requested. Any and all costs incurred by the offeror in preparing and/or
   submitting a response to this RFP and interviewing with DCSD (if requested) shall be the sole
   responsibility of the offeror and shall not be reimbursed by DCSD.




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   There is no guarantee of any offeror receiving an award as a result of submitting a response to this
   RFP.

   G. INSURANCE

   The DCSD Risk Manager sets insurance and indemnification requirements for each Solicitation.

   Certificate of Insurance / Accord Form is required with solicitation submittal. Provision of
   Certificate of Insurance is a mandatory requirement. Proposals submitted with certificates of
   insurance will be considered conditionally responsive to the insurance and indemnification
   requirement. Final award of this RFP will be contingent upon receipt within six (6) business days of
   request for insurance documentation complete with the following requirements and fully acceptable
   to the DCSD Risk Manager. No work will commence / no purchases will be made without the written
   statement of approval of insurance coverage from the DCSD Risk Manager. In the event the
   awarded offeror cannot produce insurance coverage acceptable to the Risk Manager within the
   time provided, DCSD reserves the right to award this solicitation to the first runner-up.

   (1) The successful Offeror shall procure and maintain throughout the term of this agreement a
   policy or policies of insurance providing coverage as set forth below that shall protect the offeror
   and the Indemnitees (as defined in Part II, Section I of this RFP) from any claims for bodily injury,
   property damage, or personal injury which may arise out of offeror’s operations under this
   agreement. The foregoing policies shall be obtained from insurance companies approved to do
   business in the State of Georgia and companies acceptable to DCSD. Offeror shall procure the
   insurance policy(ies) at the offeror’s own expense and shall furnish to DCSD a certificate of
   insurance containing the following:

   (a) Name and address of authorized agent;
   (b) Name and address of insured;
   (c) Name of insurance company;
   (d) Description of coverage in standard terminology;
   (e) Policy period;
   (f) Policy Number;
   (g) Limits of liability;
   (h) Name and address of certificate holder;
   (i) Acknowledgment to the DCSD of notice of expiration or cancellation;
   (j) Signature of authorized agent;
   (k) Telephone number of authorized agent; and
   (l) Details of policy exclusions applicable to this agreement in comments section of insurance
   certificate.

   All certificates evidencing primary and excess layers shall be renewed and kept current and up to
   date on an annual basis.

   (2)  Offeror is required to maintain the following insurance coverage during the term of this
   agreement:



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   (a)   Workers Compensation Insurance in the amounts of the statutory limits established by the
   General Assembly of the State of Georgia. Offeror shall have the ability to self-insure its required
   workers compensation coverage if offeror is an approved self-insurer in the State of Georgia.

   (b) Comprehensive General Liability Policy, or equivalent coverage, to include products and
   completed operations liability and contractual liability. The Comprehensive General Liability Policy
   shall have dollar limits sufficient to insure that there is no gap in coverage between this policy and
   any excess or Commercial Umbrella Policy described below.

   (c) Comprehensive Auto Policy to include but not be limited to liability coverage on any owned,
   non-owned and hired vehicle used by offeror or offeror’s personnel in the performance of
   this agreement. The Comprehensive Automobile Policy shall have dollar limits sufficient
   to insure that there is no gap in coverage between this policy and the excess or
   Commercial Umbrella Policy required under this agreement.

   (d) Commercial Umbrella or Excess Liability Policy, which must provide the same or broader
   coverage than those provided for in the above Comprehensive General Liability and Business Auto
   Policies. Policy limits for the Commercial Umbrella or Excess Liability Policy shall have an annual
   aggregate limit not less than $2,000,000.

   (e) Under all coverage and certificates required hereunder, policies shall or be endorsed to
   include the following terms and conditions:

   (i) All policies and coverage shall be on an “occurrence” not “claims made” basis.

   (ii) The foregoing policies shall contain a provision that coverage afforded under the policies
         will not be canceled, or not renewed, allowed to lapse for any reason until at least sixty
        (60) days prior written notice has been given to DCSD.

   (iii) Shall waive all right of subrogation against Indemnitees (as defined in Part II, Section
         I of this RFP) for losses arising out of this agreement.

   (iv) A severability of interest or cross liability clause or endorsement applies to commercial
        general liability and excess liability policies.

   (v) Certificates of Insurance showing such coverage to be in force shall be filed with
       DCSD prior to commencement or continuation of any work under this agreement.

   (vi) All such coverage shall remain in full force and effect during the term and any renewal
        thereof.
   (f) Under coverage and certificates required under Sections 2(a), 2(b), (c), and (d) above,
   policies shall be endorsed to include the following terms and conditions:

   (i) Minimum limits of $1,000,000 per occurrence $2,000,000 in the annual aggregate.
       Primary limits of coverage in the amount of $1,000,000 per occurrence must be with insurers
       approved to conduct business in the State of Georgia. Excess or umbrella liability insurance


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       may be placed with any insurer submitted by offeror, including captive or self-insured programs,
       with the prior written approval of DCSD.

   (ii) Contractual liability coverage, specifically referencing this agreement and its
        Indemnity, applies to liability assumed by the named insured.

   (iii) Shall include Indemnitees as additional insured.

  (iv) Shall waive all right of subrogation against Indemnitees (as defined in Part II, Section
   I of this RFP) for losses arising out of this agreement.

  (v) A severability of interest or cross liability clause or endorsement applies to commercial
      general liability and excess liability policies.

  (vi) Shall be primary and not excess to any other coverage provided by or available to the
       Indemnitees (as defined in Part II, Section H of this RFP).

   (g) Offeror shall require any and all subofferors performing work under this agreement to carry
   insurance of the types and with limits of liability as offeror shall deem appropriate and adequate for
   the work being performed. However, the obligations of the offeror to the Indemnitees assumed in
   Sections of Indemnification, and Insurance shall not be reduced or diminished by the standards set
   for the subofferors. Further, offeror agrees that their obligations to indemnify and insure the
   Indemnitees shall pertain to all losses arising out of the subofferor’s acts or negligence in the same
   manner and to the same extent as if committed by the offeror. Offeror shall obtain and make
   available for inspection by DCSD, current certificates of insurance evidencing insurance coverage
   by such subofferors.

   H. INDEMNIFICATION
   The successful offeror shall indemnify, defend, and hold harmless the DeKalb County School Board,
   the DeKalb County School District, DCSD, and their officials, officers, employees, agents, volunteers,
   and assigns (all of whom may collectively be referred to as "Indemnitees" throughout this RFP), from
   any and all claims, demands, suits, actions, legal or administrative proceedings, losses, liabilities, costs,
   interest, and damages of every kind and description, including any attorneys’ fees and/or litigation and
   investigative expenses, for bodily injury, personal injury, (including but not limited to offeror’s
   employees), or loss or destruction of property (including loss of use, damage or destruction of DCSD
   owned property) to the extent that any such claim or suit was caused by, arose out of, or contributed
   to, in whole or in part, by reason of any act, omission, professional error, fault, mistake, or negligence
   whether active, passive or imputed, of the offeror its employees, agents, representatives, or their
   employees, agents, or representatives in connection with or incidental to offeror’s performance of the
   agreed-upon services regardless of whether such liability, claim, damage, loss, cost or expense is
   caused in part by an Indemnitee.

   The successful offeror shall also indemnify, defend, and hold harmless the Indemnitees from any and
   all costs, expenses, claims, demands, rights, liabilities and causes of action inuring to offeror from



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   events over which the Indemnitees exercise no control, such as Acts of God, strikes or government
   restrictions.

   Offeror's obligation to indemnify any Indemnitee shall survive the completion, expiration, or termination
   of offeror’s agreed-upon services for any reason.

   I. ILLEGAL IMMIGRATION REFORM AND ENFORCEMENT ACT OF 2011 (MANDATORY
   REQUIREMENT)

   The Illegal Immigration Reform and Enforcement Act of 2011 applies to and is a requirement for all
   DeKalb County School District solicitations for physical performance of services (i.e. public works
   contracts).

   Offerors must complete and/or have their subcontractors complete the following forms:

       1. Immigration and Security Certification
       2. Offeror E-Verify Affidavit
       3. Contractor Affidavit (Contractor Only)
       4. Subcontractor Affidavit (Subcontractor Only); and
       5. Sub-Subcontractor Affidavit (Sub-Subcontractor Only)

   The Immigration and Security Certification, the Offeror E-Verify Affidavit, the Contractor Affidavit, the
   Subcontractor Affidavit and the Sub-Subcontractor Affidavit are found on pages 38-43 of this solicitation
   document. The Immigration and Security Certification, the Offeror E-Verify Affidavit, the Contractor
   Affidavit, Subcontractor Affidavit and the Sub-Subcontractor Affidavit must be completed, notarized and
   submitted with your proposal.

   I acknowledge the Illegal Immigration Reform and Enforcement Act of 2011 requirements for service
   providers and confirm by my signature below that the Immigration and Security Certification, the
   Contractor Affidavit, the Subcontractor Affidavit and the Sub-Subcontractor Affidavit are each
   completed, notarized and made a part of this solicitation response package. I also acknowledge that
   all items or services furnished to DCSD must comply with applicable federal and state immigration laws,
   and regulation.

   ______Please check here if the Illegal Immigration and Reform Act of 2011 does not apply to your
   solicitation, because it is one for items, commodities, or products. If this does not apply to any portion
   of the solicitation, then the Offeror is not required to complete the Contractor Affidavit, the Subcontractor
   Affidavit and the Sub-Subcontractor Affidavit found on pages 41-43. Please be advised that pages
   38-40 must still be completed.
   Signature of Engaging Official: __________________________________________ Date: _____________
                                       (Company Name / Certifying Official Signature)




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   J. INTERVIEWS
   DCSD reserves the right to require offerors to participate in one or more interviews with DCSD board
   members and/or staff. Offerors must be prepared to discuss the salient points of their proposal within
   two (2) normal working days of being asked to participate in interviews. There are to be no
   presentations, individually or collectively, without such invitation.

   Offerors who are invited to one or more interviews will be required to provide a one (1) hour virtual
   presentation/demonstration of requested services.

   K. CONTRACT TERMS
   In the event DCSD determines that outsourcing these services are in its best interest, with the approval
   of the DeKalb County Board of Education, the successful offeror will be notified in writing. A contract
   confirming firm fixed price and other terms shall be signed by the parties. Services are to begin on or
   about the Fall of 2022. The initial contract duration shall be approximately one year from the date of
   execution. The contract may/may not contain up to four (4) one (1) year renewal options contingent
   upon DCSD’s offer of such renewal, the successful offeror’s acceptance and the approval of the DeKalb
   County Board of Education to extend the contract. The contract is subject to the approval of the DeKalb
   County Board of Education and to fiscal year funding limitations. The contract price must be held firm
   for the entire term of the contract. DCSD reserves the right to terminate any resulting contract for
   convenience. In the event of contract termination by DCSD, the DCSD will be responsible only for
   those services and deliverables that have been received and accepted. Any cancellation for
   convenience by DCSD shall be effective three (3) business days after receipt of the Notice of
   Cancellation for convenience from DCSD by the offeror. Non-performance of contract terms shall give
   sufficient cause for DCSD to cancel the contract. Non-performance shall be construed to include, but
   is not limited to, failure of the offeror to deliver equipment or perform services in the time specified or in
   the manner required.
   A contract is attached which includes all of the terms and conditions that the offeror must affirm and
   comply. Refer to Attachment H, Standard Form Agreement for Non-Capital Professional
   Services. Please review DCSD’s attached contract terms and conditions prior to submitting a response
   to this RFP. Offerors should plan on the contract terms and conditions attached to this RFP being
   included in any award as a result of this RFP. Therefore, all costs associated with complying with these
   requirements should be included in any pricing quoted by the offeror.
   By submitting a proposal, offeror acknowledges its acceptance of the RFP specifications and the
   contract terms and conditions without change except as otherwise expressly stated in the submitted
   proposal. If an offeror takes exception to a contract term or provision, the offeror must state the reason
   for the exception and state the specific contract language it proposes to include in place of the
   provision. Any exceptions to the contract must be submitted as an attachment to the offeror’s
   response. Proposed exceptions must not conflict with or attempt to preempt mandatory requirements
   specified in the RFP.




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   L. PERMITS AND APPLICABLE LAWS
   Offerors shall at their own expense obtain all necessary permits, certifications, and licenses and shall
   comply with all applicable local, state, and federal laws, ordinances, rules, and regulations necessary
   to the full execution of the requirements stated herein. If Offeror holds a professional certification which
   is licensed by the state of Georgia, Offeror shall submit a copy of their valid professional
   license. Offerors shall maintain all such permits, licenses, certifications, and compliances in a current
   status throughout the course of the contract. Offerors shall submit copies of permits, licenses, and
   certifications evidencing proof of the aforementioned immediately upon request of DCSD. Offerors
   shall be in compliance with registration with the Georgia Secretary of State’s office as applicable.

   M. INFRINGEMENT

   Offeror shall fully indemnify Indemnitees against any claims of infringement of any patent, copyright,
   trade secret, trademark, or other intellectual property rights related to the offeror’s response to this RFP
   or services performed upon contract award. Offeror’s obligation to indemnify any Indemnitee shall
   survive the completion, expiration, or termination of offeror’s agreed-upon services for any reason.
   N. OWNERSHIP RIGHTS
   DCSD shall retain ownership rights to the contents of all documents, supporting literature, and data
   submitted by offerors to this RFP.

   O. NON-COLLUSION
   Offerors shall fully certify that they, as individuals or as officials of a business entity, have not entered
   into any agreement, participated in collusion, or otherwise taken any action in restraint of free and
   competitive responses to this RFP. Further, offerors guarantee that their response is not made in
   conjunction with or on behalf of another party and that they have not been directly or indirectly induced
   in any manner or taken any action to result in a restriction of trade or in an unfair advantage. Offeror
   must sign below acknowledging the above statement.
   Signature of Engaging Official: ___________________________________________ Date: _____________
                                       (Company Name / Certifying Official Signature)

   P. CONFLICT OF INTEREST
   Offeror shall use its best efforts to disclose with their proposal the name of any officer, director, or agent
   who also is a DCSD employee, agent, representative, contractor, immediate family member (spouse,
   child, sibling, or parent or the spouse of a child, sibling or parent) or DeKalb County Board of Education
   member. Offerors shall also disclose the name of any DCSD employee, agent, representative,
   contractor, immediate family member or board member who owns, directly or indirectly, an interest in
   five percent or more in the Offeror’s company or any of its branches. In the event the Offeror was aware
   of a conflict of interest prior to the award of the contract and did not disclose the conflict DCSD may, at
   its discretion, terminate the contract for default. The Offeror further agrees that, if after award, a conflict
   of interest is discovered, an immediate and full disclosure in writing must be made to the DCSD
   Purchasing Department which must include a description of the action which the Offeror has taken or
   proposes to take to avoid or mitigate such conflicts. If a conflict of interest is determined to exist, DCSD
   may, at its discretion, cancel the contract. Offerors shall certify that their response to this RFP is


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   impartial, at arms-length, and free of any conflict of interest at this time, unfair advantage, or personal
   benefit to any DCSD official.
   Offeror must sign below acknowledging the above statement.

   Signature of Engaging Official: ___________________________________________ Date: _____________
                                       (Company Name / Certifying Official Signature)

   Q. FINANCIAL STABILITY
   1. Offerors shall provide a copy of their company’s financial statements for the previous two (2)
      years – for example 2020 and 2021.
   2. Indicate here if your company is publicly traded or not publicly traded:
      My company is publicly traded.       _____/
      My company is not publicly traded. _____/
   3. If your company is a publicly traded company, provide a copy of your company’s annual report
      for the previous two (2) years – for example 2020 and 2021.
   4. List all civil and criminal proceedings your company has been the subject of, or named a party in,
      and provide the outcome of those proceedings. This list should include any lawsuits, administrative
      actions or litigation to which your company is currently a party or has been a party. Please explain
      the basis for all claims, your response to those claims and state whether a settlement was reached
      or a judgment entered.
   5. State whether your company, or any affiliate currently or previously associated with your company,
      has ever filed a petition in bankruptcy, taken any actions with respect to insolvency, reorganization,
      receivership, moratoriums or assignment for the benefit of creditors, or otherwise sought relief from
      creditors.
   6. State whether your company was the subject of any order, judgment or decree not subsequently
      reversed, suspended or vacated by any court permanently enjoining your company from engaging
      in any type of business practice.

   R. NO OBLIGATION/NO CONTRACT GUARANTEED
   This RFP does not commit DCSD to contract with any offeror to this RFP. There is no guarantee of any
   offeror receiving an award or contract as a result of submitting a response to this RFP.
   Offeror must sign below acknowledging the above statement.

   Signature of Engaging Official:_____________________________ Date: _____________
                                      (Company Name / Certifying Official Signature)

   S. CONFIDENTIALITY AND NON-DISCLOSURE (MANDATORY REQUIREMENT)
   Information made available to offerors by DCSD shall be used only for purposes related to responding
   to this RFP and shall not be used for any other purpose without the express written permission of
   DCSD.

   Offerors to this RFP unequivocally agree to assume responsibility for protecting and safeguarding the
   confidentiality of DCSD records that are not public information. Such information may include, but is
   not limited to student and human resource file content.



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                                     PART III
                         SCOPE OF WORK AND REQUIREMENTS

   A. PURPOSE / PROJECT OVERVIEW

   The DeKalb County School District (DCSD) is seeking proposals from highly qualified, capable and
   professional entities with experience with K-12 school districts comparable to DCSD, to perform a
   comprehensive financial audit of DCSD spending of the Special Purpose Option Local Sales Tax; i.e.,
   E-SPLOST IV and V capital programs.

   Within the context of this RFP, DCSD hereby defines “comprehensive” to mean that all areas of
   E-SPLOST IV and V capital programs in-depth spending, are to be completely assessed, including all
   detailed elements or aspects thereof. Offeror shall affirm and comply with DCSD’s definition of
   “comprehensive.”

   E-SPLOST funds for educational purposes are authorized by Article VIII, Section VI, Paragraph IV of
   the Georgia Constitution and Official Code of Georgia (O.C.G.A.) § 48-8-141, Manner of imposition of
   tax; report, and O.C.G.A. § 20-2-491, Performance audit on capital outlay projects funded by sales tax.

   E-SPLOST IV and E-SPLOST V funding is revenue to support the Capital Improvements Plan for
   DeKalb County Schools. The DCSD Capital Improvements Plan consists of new schools, school
   replacement, new additions, existing building modifications, renovations, ancillary facility modification
   or renovations, facility expansions or consolidation, capital renewal, technology improvements as well
   as other capital needs.

   E-SPLOST was approved with the net proceeds of this tax to be distributed on the basis of the latest
   full time equivalent count (“FTE”) prior to the resolution.

   Refer to the following Appendices that are uploaded as separate files.
   Appendix 1 – Capital Improvements Spending 2017-2022, Monthly Status Report June 20, 2022
   Appendix 2 – E-SPLOST funds for educational purposes are authorized by Article VIII, Section VI,
                 Paragraph IV of the Georgia Constitution and Official Code of Georgia (O.C.G.A.) §
                 48-8-141
   Appendix 3 – 2011 Resolution
   Appendix 4 – 2016 Resolution
   Appendix 5 - Manner of imposition of tax; report, and O.C.G.A. §20-2-491, Performance audit on
                 capital outlay projects funded by sales tax (for legal review/approval)

   Awarded offeror shall provide services in accordance with the specifications, requirements and terms
   and conditions stated herein. Services shall include all labor, materials, tools, specialized equipment,
   supplies, electricity utilized, venue security cost for specialized equipment and supplies/materials
   belonging to the offeror, trained personnel, insurance, travel, per diem, direct and indirect administrative
   costs, overhead, tolls, parking, fuel, lodging, food, all other cost and charges, and all things and services



                                                            ______________________________________________
                                                            SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543   COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                PAGE 24

   necessary to provide a comprehensive financial audit of E-SPLOST IV and E-SPLOST V spending in
   accordance with the requirements of this RFP. There shall be no add-on charges of any kind.
   DCSD at its discretion, determines the criteria and process whereby bids are evaluated and awarded.
   No damages shall be recoverable by any challenger as a result of these determinations or decisions
   by DCSD.

   Funding for this project is available. DCSD intends to make an award the project.

   Touchpoint is currently being used as the District’s Enterprise Resource Planning software.

   B. SCOPE OF WORK
   Offerors responding to this RFP are encouraged to be very specific and detailed in their responses to
   the following Scope of Work. Responses to this RFP will be evaluated for quality, comprehensiveness,
   and deliverables meeting the following scope of work and criteria. Please submit your response
   labeled: Project Scope of Work.


    1. The selected offeror will review and provide a comprehensive financial audit of the E-
       SPLOST IV and E-SPLOST V capital programs spending. All spending areas are to be
       included.
      a. Successful offeror shall audit the entire E-SPLOST IV spending. The SPLOST IV initiative
          is now in process. Offeror shall complete the E-SPLOST IV spending audit before
          commencing with the E-SPLOST V spending audit.
      b. Successful offeror shall subsequently audit the E-SPLOST V spending from commencement
          through May, 2023, or as directed by DCSD.
      c. Offeror shall confirm in the Technical Proposal, timeline for services as stated above.

    2. The awarded offeror’s review will detail the following construction component areas:
       a. New Facilities and Additions
       b. Facility Condition Improvements
       c. Technology Improvements (network infrastructure projects)


    3. Projects to be reviewed include all construction, renovation, infrastructure (including
       telecommunication upgrades) and all projects identified in the Monthly Status Report for the
       Capital Improvement Program 2017-2022 for the Period Ending June 20, 2022. Refer to Appendix
       1 for the Monthly Status Report for the Capital Improvement Program 2017-2022 for the Period
       Ending June 22, 2022. Additional Monthly Status Reports will be provided as they become
       available.




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   C. SUBMITTALS

      1. The audit results must provide the following answers:
         a. Did DCSD spend E-SPLOST IV and E-SPLOST V funding in accordance with established
            rules guidelines, including standards and practices of the DCSD capital program and all
            local, state and federal guidelines.
         b. Do the expenses match the established budget for each project? Compare “as built” vs.
            “as planned.”
         c. What did DCSD buy, and was spending performed in compliance with what DCSD said it
            was going to do? This includes a review of whether end project (or work-to date) matches
            the contract; whether the contract matched the DeKalb County Board of Education (BOE)
            authorization and whether the BOE authorization match what was stated in the E-SPLOST
            referendum. This should include but not be limited to scope, cost and schedule.
         d. Have the capital improvement projects utilizing E-SPLOST funds been managed
            according to DCSD Board Policy regarding budget allocation, procurement, contract and
            change order execution, expenditures, and reporting?
         e. Were tax funds expended efficiently and economically, so as to secure to DCSD the
            maximum possible benefit from the tax dollars collected?
         f. Were sales tax proceeds disbursed in a fiscally responsible manner?
         g. Were adequate administrative controls established to ensure the proper management of the
            sales tax proceeds received by DCSD?
         h. Were DCSD’s construction project expenditures comparable to other School Districts’
            building construction program expenditures in the metro Atlanta area?
         i. Were DCSD’s technological expenditures reasonable considering the volatile market
            environment for these products?
         j. Has the investment of the sales tax proceeds received by DCSD been conducted in a
            sound fiscal manner?
         k. Is the public reporting of E-SPLOST funds accurate and complete?

      2. The selected offeror must submit the following:
         a. A detailed methodology to complete the audit. The methodology must include, but not be
            limited to:
            1. Discussion of planned data collection procedures;
            2. Sample of documents to be used; and
            3. Procedures to ensure the confidentiality of DCSD data.
         b. Established, accurate data and benchmarks that consist of compliance requirements and a
            list of external data sources
         c. A concise plan of action to confirm that the review is consistent with current review criteria
            standards and practices of the DCSD capital program and all local, state and federal
            guidelines.
         d. Applicable contract language for future use to avoid misunderstandings.
         e. Applicable oversight procedures for the future management of the DCSD capital program.
         f. Recommendations regarding necessary standardized forms for future use to achieve
            consistent records management of the DCSD capital programs.


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                                                        SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543    COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                  PAGE 26



   D. DELIVERABLES / TIMELINE

   A quarterly status report must be provided to the DCSD Board of Education each quarter during the
   term of the contract. Status meetings will be held with successful offeror at the request of DCSD.

   Offeror shall provide in the technical response, a milestone schedule for the completion of the audit
   report for E-SPLOST IV and for E-SPLOST V. Describe and explain timeline. (Refer to Section B,
   above.)

   The selected offeror is required to present a separate, written, final report to the DeKalb County
   Board of Education for E-SPLOST IV and E-SPLOST V.


   E. DESCRIPTION OF QUALIFICATIONS AND EXPERIENCE

   Offeror must complete Attachment A, Description of Qualifications and Experience (page 31).

   F. COST/FEE

   Offerors must provide a firm fixed fee price for services. Refer to Attachment B, Cost Proposal Form
   (pages 32-33).

   G. OPTION FOR ADDITIONAL SERVICES. DCSD reserves the right to award or to not award
      this option for additional services.

   Offerors may provide a firm fixed fee for comprehensive audit services that may extend past the current
   deadline date of <noted above, for E-SPLOST V. DCSD may request comprehensive audit services
   after the E-SPLOST V initiative is completed. Offerors are requested to provide their Technical
   response and provide a firm fixed fee in the Cost Proposal under “Option for Additional Services”. (This
   section is subject to Legal approval.)

   H. EMPLOYEE IDENTIFICATION
   Successful offeror shall provide each employee with proper identification with both the name of the
   offeror and the employee. All Offeror employees are required to obtain a DCSD Contractor’s Badge
   at Offeror’s expense. This identification must be worn on the outer garment of the employee at all
   times when on DCSD premises.

   I. COMPANY PROFILE
   Offerors to this Request for Proposal are required to demonstrate, and include with their submissions
   to this RFP, a full and complete company profile, to include, but not be limited to: the date of
   establishment, mission statement, type and confirmation of company’s legal entity form, company’s
   organizational structure/chart, principals’ names and titles, company size in relation to industry, number
   of employees, company history, financial position, and all relevant current and past experience on
   similar projects in comparable K-12 school districts and references for those projects. The offeror


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RFP 23-543    COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                  PAGE 27

   should also include the educational background for staff that will be assigned to this project, including
   the company’s overall experience in providing the requested services within this solicitation.

   J. BACKGROUND CHECK
   A criminal background check must be performed on all contractors, consultants, subcontractors,
   volunteers and vendors (hereinafter jointly referred to as "Individuals") who provide services on DCSD
   premises, supervise services on DCSD premises, or has contact with students. These Individuals shall
   undergo the same criminal background check, within the last 365 days, as required by DCSD
   employees. Such background checks will be performed by DCSD at the expense of the Individual at a
   cost of $45.00 per individual. Additionally, any charges against the Individual, may be deemed
   unacceptable in DCSD’s sole discretion regardless of whether dismissed, expunged, sealed, removed
   from the record, treated as a “first offender” or dead docketed. Upon receipt and evaluation of DCSD’s
   background check results, DCSD may demand that the Individual have no contact with DCSD students
   or parents, or provide services to DCSD premises. Any failure of the contractor to obtain a criminal
   records background check through DCSD, as stated herein, may result in termination of any resulting
   contract between contractor and DCSD.
   K. REFERENCES (Mandatory Requirement)
   Offeror must provide the names and contact phone numbers of at least three (3) current clients,
   preferably clients comparable to DCSD, for whom the offeror is providing or has provided services as
   defined within the scope of work. Refer to Attachment D – Offeror’s Reference Form, (page 35).
   References will be contacted.


   L. BROCHURES, CATALOGS, MANUALS, WEBSITES, LITERATURE
   In addition to the formal response to this RFP, all offerors are encouraged to submit brochures,
   catalogs, manuals, website materials, industry literature, DVD’s and any other marketing and
   informational media which will support and enhance their submission value.
   M. ADDED VALUE
   Offerors are encouraged to describe in detail all added value or additional services or benefits available
   and offered at no cost to DCSD in their RFP responses. Attach and label as “ADDED VALUE.”
   N. AUTHORIZATION
   Offerors responding to this RFP must provide a Certificate of Authorization that authorizes offeror to
   sell the manufacturer’s equipment, if applicable.


   O. EVALUATION CRITERIA

   DCSD advertises this RFP as an opportunity for interested and qualified firms specializing in providing
   services to submit responses consistent with the scope of work stated herein. Offerors to this RFP are
   encouraged to submit their most comprehensive, innovative and creative proposals for DCSD.




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RFP 23-543     COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                         PAGE 28

   DCSD may, at its sole discretion, select or reject all or portions of the service(s) proposed from
   responsive and responsible offerors. As a part of the evaluation process, DCSD may find it necessary
   to evaluate the addition or deletion of components of an offeror’s proposal in order to make equivalent
   comparisons to other proposals. DCSD will select the offeror whose proposal DCSD determines best
   meets the needs of DCSD, based on the requirements and evaluation criteria set forth herein.

   The determination of the successful proposal will be based upon information supplied by the offeror in
   the RFP response and upon other information that will be obtained by DCSD as it deems necessary.
   Proposal conformance to RFP instructions, terms, conditions, and requirements is critical to offeror
   responsiveness.

   The lowest-cost proposal submitted may not necessarily be determined to be the most responsive
   and responsible proposal when all factors have been considered. However, the quoted price is an
   important factor in the determination of the selected proposal.

   All responsive offerors will be carefully reviewed and evaluated for responsibility, capacity, business
   strength, qualifications, expertise, demonstrated experience in comprehensive financial audits for E-
   SPLOST IV and V spending for large urban public school districts and highest and best value to DCSD
   with consideration to quality, approach, timeliness, dedicated personnel, and added value (if any).
   Proposal conformance to RFP instructions, terms, conditions, and requirements is critical to offeror
   responsiveness.

   An Evaluation Committee will evaluate the proposals using the following criteria:
     Relative Weight                             Evaluation Criteria                                    Score

             35%         Approach to the Project (includes Methodology)

             30%         Corporate Qualifications and Experience


             20%         Cost

             15%         Capacity (includes ability to meet DCSD requirements and staff credentials
                         assigned to project and similar experience with other comparable K-12 school
                         districts)
          100%           TOTAL SCORE



   P. PAYMENTS
   Offerors must provide a firm fixed price for the entire project. By submitting a response to this Request
   for Professional Services, the successful offeror agrees that if the offeror does not complete the project
   on a mutually agreed terms, at DCSD’s sole election, DCSD may terminate any remaining obligation
   for performance under the agreement or contract; at DCSD’s sole election, any agreement or contract
   will be terminated without recourse. DCSD, at its sole option, will have the right to seek a new offeror
   to perform the required services.



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RFP 23-543   COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                  PAGE 29

   Q. TRANSITION PLAN

   Transition on Commencement of Contract
   The awarded offeror shall assume full services in accordance with the award of the RFP. The awarded
   offeror shall coordinate and cooperate with DCSD’s existing provider(s) to ensure a smooth and orderly
   transition with uninterrupted services.
   Transition and Continuity of Service upon Expiration of Contract. Continuity of services is
   necessary to DCSD. The awarded offeror agrees to this philosophy and upon expiration of contract,
   agrees to:
   • Exercise best efforts and cooperation for an orderly and efficient transition to another provider or to
      DCSD.
   • Negotiate a plan in good faith with successor to determine the nature and extent of the phase-in,
      phase-out services required. The plan shall specify a date for services described in the plan and
      shall be subject to approval by DCSD. The existing service providers shall provide sufficient
      experienced personnel during the phase-in and phase-out periods to ensure that the imperious
      services in the contract are maintained at the required level of need and proficiency.
   • All DCSD property (including but not limited to, students and DCSD records, parts, equipment,
      facilities, keys and materials) shall be returned to DCSD upon expiration of contract.
   • Offeror shall include in their response any DCSD or any subsequent contractor requirements, if
      offeror is awarded this contract and does not retain this contract upon its expiration.




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RFP 23-543    COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                   PAGE 30

   R. REQUIRED CONTENT / DOCUMENT CHECKLIST
   IMPORTANT NOTICE: Failure to provide the information and/or documentation required in
   this solicitation may cause the submission to be declared non-responsive and rejected.

   Refer to Part I, Section G, Page 11, for additional information on the format and submission of proposals.
   Offerors are required to submit one (1) original, one (1) duplicate copy and one (1) electronic copy (flash
   drive) of the proposal of their response. Responses must be submitted on 8 ½” x 11” single-sided stock.

   All RFP submissions must include the following items and attachments.

   The Request for Proposals document, RFP 23-543 Comprehensive Financial Audit of
   E-SPLOST IV and E-SPLOST V Spending, MUST BE the first document in the submission; this
   document consists of 69 pages and is located at https://dekalbschoolsga.ionwave.net/Login.aspx1

   Table of Contents for your submission
      • Addenda – Each individual Addendum must be printed, signed and inserted immediately
        following the Table of Contents (Mandatory Requirement)
      • Certificate of Insurance (Mandatory Requirement)
      • Company Financial Statements and Company Annual Reports
      • Attachment A – Description of Qualifications and Experience (Mandatory)
      • Attachment B – Cost Proposal Form (Mandatory)
      • Attachment C – Critical Paragraphs (Mandatory Requirement)
      • Attachment D – Offeror’s Client Reference Form (Mandatory Requirement)
      • Attachment E - Statement of Confidentiality and Non-Disclosure (Mandatory Requirement)
      • Attachment F – Suspension and Debarment Certification (Mandatory Requirement)
      • Attachment G – Immigration & Security Certification (Mandatory Requirement)
      • Attachment I – Signature Page (Mandatory Requirement)
      • Company Profile
      • Brochures, Catalogs, Manuals, Websites, Literature, DVDs and other marketing media
      • Project Scope of Work
      • Added Value




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RFP 23-543    COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                   PAGE 31


                                             Attachment A
                                           RFP 23-543
             Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending


                          Description of Qualifications and Experience
    Provide detail information for the sections below. Submit copies of related certification certificates
    for each support technician proposed to work on this project. Additional pages may be added as
    necessary.

    Company Qualifications and Experience
      1. Provide a brief history of the company including the number of years in business; provide firm’s
         qualifications and experience in handling contracts of similar scope in terms.

      2. Provide list of personnel that will be dedicated to performing the services to DCSD. The list of
         personnel must identify each individual by name, title, qualifications, certification, and experience
         with comprehensive financial audits of E-SPLOST spending.

     Methodology and Operations

      1. Provide your company’s methodology to provide a comprehensive financial audit of DCSD E-
         SPLOST spending, as outlined in the Scope of Work.

      2. Provide your entity’s list of equipment resources that will be dedicated to performing the services
         requested as outlined in the Scope of Work.

      3. Identify your process for comparing budgets.

      4. Provide your company’s quality assurance/quality control process, and sample copies of
         previous review reports.




                                                          ______________________________________________
                                                          SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543   COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                 PAGE 32



                                      ATTACHMENT B
                                           RFP 23-543
             Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending

                                          Cost Proposal Form
                                                 (Page 1 of 2)

   The undersigned Offeror agrees to the following total firm fixed fee for a Comprehensive Financial Audit
   of SPLOST IV and SPLOST V Spending as requested within this RFP.
   Awarded offeror shall provide services in accordance with the specifications, requirements and
   terms and conditions stated herein. Services shall include all labor, materials, tools, specialized
   equipment, supplies, trained personnel, insurance, travel, per diem, direct and indirect administrative
   costs, overhead, tolls, parking, fuel, lodging, all other cost and charges, and all things and services
   necessary to evaluate services in accordance with the requirements of this RFP. There shall be no
   add-on charges of any kind.


   ___________________________________________________________________
   Entity Name

   _____________________________________________                        ______________________
   Authorized Entity Representative Name (please print)                 Title

   _____________________________________________                        ______________________
   Authorized Entity Representative Signature                           Date




                                                          ______________________________________________
                                                          SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543   COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING            PAGE 33


                       COMPREHENSIVE FINANCIAL AUDIT
                     OF SPLOST IV AND SPLOST V SPENDING
                                       Cost Proposal Form
                                              (Page 2 of 2)



        1. Total Firm Fixed Fee for Comprehensive Financial Audit of SPLOST IV Spending

   __________________________________________Dollars) ($___________________)


        2. Total Firm Fixed Fee for Comprehensive Financial Audit of SPLOST V Spending

   __________________________________________Dollars) ($___________________


        3. Option for Additional Services. DCSD reserves the right to award or not award this
           Option. (Refer to Part III, Scope of Work, Paragraph __, page ___)
           Total Firm Fixed Fee for Optional Additional Services

   __________________________________________Dollars) ($___________________)
   (Need Legal review/approval for Option 3)




                                                       ______________________________________________
                                                       SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543    COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                        PAGE 34



                                               ATTACHMENT C
                                           RFP 23-543
             Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending

                                             Critical Paragraphs
    Offerors must put their initials in the space provided in front of each critical paragraph and
    sign below. Initials signify that the information has been read and the offeror agrees to comply
    to the requirement, stipulations, terms and conditions. Attach and label “Critical Paragraph.”


        1) ____ This RFP does not commit DCSD to any offeror to this RFP. DCSD is not liable for any costs
                incurred by an offeror in responding to this RFP. There is no guarantee of any offeror receiving
                an award or contract as a result of submitting a response to this RFP.
        2) ____   Any news release or publicity pertaining to any phase of this RFP will be the responsibility of
                  DCSD and must be cleared through the DCSD’S Department of Communications and
                  Community Relations.

        3) ____   It is the responsibility of offerors to make themselves aware of and to comply with any addenda,
                  questions and answers posted to the DCSD website in relation to this RFP. All addenda must
                  be printed, signed by the certifying official and included in the RFP submittals. Failure to do so
                  will cause the offeror to be deemed non-responsive to the requirements of this RFP.

        4) ____ Offerors to the RFP agree to fully indemnify DCSD as stated in the RFP, Part II, H, page 18.

        5) ____   Offerors certify that they have not engaged in collusion and guarantee that their response is not
                  made in conjunction with or on behalf of another party and that they have not been directly or
                  indirectly induced or acted in any manner to result in restriction of trade or unfair advantage.

        6) ____   The DCSD reserves the right to reject any and/or all responses submitted and to waive any
                  technicalities or minor irregularities in responses received. DCSD reserves the right to award
                  any resulting contract in the manner that is in the best interest of and most advantageous DCSD.

        7) ____   Offeror understands that this solicitation requires Board of Education Approval.




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RFP 23-543      COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING              PAGE 35


                                              ATTACHMENT D
                                              RFP 23-543
                Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending

                                     OFFEROR’S CLIENT REFERENCES
                           (Please copy this form and use one form per reference.)
                                 Attach and label “Offeror’s Client References.”

             _______________________________
             Company Name Providing Reference

             _______________________________
             Address         City/State/Zip

             _______________________________
             Name of Contact Person

             _______________________________
             Telephone Number of Contact Person

             _______________________________
             Email Address of Contact Person

             _______________________________
             Date/Duration of Service Relationship

             Describe in Detail Services Provided (use additional sheets if necessary):

             Time Period of Project or Contact _______________________________________________


             Important! This is a vital part of your RFP submission. DCSD will verify client
             references. It is advisable that you inform your reference contact person that you have
             listed them for reference.

             __________________________________________________________________________________________

             __________________________________________________________________________________________




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                                                            SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543      COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING               PAGE 36

                                         ATTACHMENT E
                                             RFP 23-543
               Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending

                           Statement of Confidentiality and Non-Disclosure

    Any non-public information made available to the offeror by DCSD in relation to this RFP shall be used
    only for those purposes outlined in the RFP document and shall not be used in any other way without
    the written permission of the DCSD.

    If the offeror is uncertain about the proposed use of information provided in relation to this RFP, the
    offeror shall consult with the DCSD RFP contact person as identified in the RFP document for
    clarification.

    The offeror agrees to assume full responsibility for protecting the confidentiality of DCSD records that
    are not public information. Such information may include, but is not limited to student and employee
    data and other written and oral information of a personal and/or confidential nature, which shall be
    safeguarded by the offeror to ensure that it is not improperly disclosed.



             __________________________________
             Offeror Company Name


             __________________________________
             Company Representative


             __________________________________
             Date




                                                          ______________________________________________
                                                          SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543     COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                            PAGE 37


                                                  ATTACHMENT F
                                             RFP 23-543
               Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending

                         SUSPENSION AND DEBARMENT CERTIFICATION
   By submitting this RFP, the offeror certifies that the proposing company and/or its principals have not been
   suspended, excluded, disqualified, debarred, proposed for debarment, declared ineligible or voluntarily excluded
   from participation in any transaction by any federal or state department or agency and that the offeror complies
   with all applicable orders, rules and regulations related thereto.
   Further, by submitting this RFP, the offeror certifies that all lower tier participating individuals and/or company(s)
   and all respective principals of lower tier participants have not been suspended, excluded, disqualified, debarred,
   proposed for debarment, declared ineligible or voluntarily excluded from participation in any transaction by any
   federal or state department or agency and that the offeror complies with all applicable orders, rules and
   regulations related thereto.
   The certification placed herein is a material representation of fact upon which reliance will be placed as RFP
   submissions are evaluated and any transaction is entered into. If it is later determined that the prospective
   offeror has knowingly rendered an erroneous certification, the DCSD may pursue all available remedies,
   including but not limited to suspension and/or debarment.
   The prospective offeror shall provide immediate written notice to the DCSD Purchasing Department if at any
   time the prospective offeror learns that its certification was erroneous when submitted or has become erroneous
   by reason of changed circumstances.
   The prospective offeror agrees by submitting this form that, should the proposed transaction be entered into, the
   prospective offeror shall not knowingly enter into any lower tier transaction with a person or entity that is
   debarred, suspended, declared ineligible, or voluntarily excluded from participation in this transaction.
   By signing and submitting this form, the offeror is providing the certification set out above.


   Signature of Engaging Official: _________________________________________ Date: _____________
                                      (Offeror Company Name/Certifying Official Signature)


   Further, the DCSD’s Purchasing Department will check the SAMS website at http://sams.gov to determine if
   the offeror is listed.




                                                                 ______________________________________________
                                                                 SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543       COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                          PAGE 38


                                                   ATTACHMENT G
                                               RFP 23-543
                 Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending

                               IMMIGRATION & SECURITY CERTIFICATION
   If you are providing service, performing work or delivering goods to the DeKalb County Board of
   Education/DeKalb County School District including, but not limited to schools, warehouses and central
   offices, the applicable Georgia Security and Immigration Compliance documents found here must be
   completed, signed, notarized and submitted with your bid/proposal. Failure to provide this document
   with your bid/proposal will result in the disqualification of the bid/proposal.

        1) Offeror/Bidder (the "Offeror") shall at all times comply with the Georgia Security and Immigration
           Compliance Act, as amended, O.C.G.A. § 13-10-90 et. seq.


        2) In order to insure compliance with the Immigration Reform and Control Act of 1986 (IRCA), D.L. 99-
           603 and the Georgia Security and Immigration Compliance Act, as amended by the Illegal
           Immigration Reform Act of 2011, O.C.G.A. § 13-10-90 et. seq. (collectively the “Act”), the Offeror
           MUST INITIAL the statement applicable to Offeror below:

             (a) _______ (Initial here): order to comply with the Act; is authorized to use and uses the federal
                 authorization program under the federal work authorization user identification number issued on
                 the date of authorization below; will continue to use the authorization program throughout the
                 contract period; Offeror further warrants and agrees Offeror shall execute and return any and all
                 affidavits required by the Act and the rules and regulations issued by the Georgia Department of
                 Labor as set forth at Rule 300-10-1-.01 et. seq. [Offerors who initial (a) must attach and return a
                 signed, notarized Contractor Affidavit and Agreement with the Contract if awarded];


   or
             (b) _______ (Initial here): Offeror warrants that he/she does not employ any other persons, and
                 he/she does not intend to hire any employees or to perform the Contract. [Offerors who initial (b)
                 must attach and return a signed, notarized Affidavit of Exception with the Contract if awarded];


   or
             (c) ________ (Initial here): Offeror is an individual who is licensed pursuant to Title 26 or Title 43 or by
                 the State Bar of Georgia and is in good standing when such contract is for services to be rendered
                 by such individual and thus does not have to provide an affidavit.

        3) _____ (Initial here) Offeror will not employ or contract with any subcontractor in connection with a
           covered contract unless the subcontractor is registered, authorized to use, and uses the federal work
           authorization program; and provides Offeror with all affidavits required by the Act and the rules and
           regulations issued by the Georgia Department of Labor as set forth at Rule 300-10-1-.01 et. seq.




                                                                  ______________________________________________
                                                                  SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543    COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                       PAGE 39

       4) _____ (Initial here) Offeror agrees that, if Offeror employs or contracts with any sub-contractor in
          connection with the covered contract under the Act and DOL Rules 300-10-1- .01, et seq that Offeror will
          secure from each sub -contractor at the time of the contract the sub-contractor’s name and address, the
          employee-number applicable to the sub-contractor, the date the authorization to use the federal work
          authorization program was granted to sub-contractor; the subcontractor’s attestation of the
          subcontractor’s compliance with the Act and Georgia Department of Labor Rule 300-10-1-.01, et seq.;
          and the subcontractor’s agreement not to contract with sub-subcontractors unless the sub-subcontractor
          is registered, authorized to use, and uses the federal work authorization program; and provides
          subcontractor with all affidavits required by the Act and the rules and regulations issued by the Georgia
          Department of Labor as set forth at Rule 300-10-1-.01 et. seq.

      5) ______ (Initial here)Offeror agrees to provide the DeKalb County School District with all affidavits of
          compliance as required by O.C.G.A. § 13-10-90 et seq. and Georgia Department of Labor Rules 300-10-
          1-.01, et seq within five (5) business days of receipt.

   _____________________________                     ______________________________
   Signature                                                Date

   _____________________________                     ______________________________
   EEV/Basic Pilot Program                                  Date of Authorization
   User Identification Number

   Firm Name: __________________________________________________________

   Street/Mailing Address: ________________________________________________

   City, State, Zip Code: __________________________________________________

   Telephone Number: ___________________________________________________

   Email Address: _______________________________________________________

   SUBSCRIBED AND SWORN

   BEFORE ME ON THIS THE


   ______ DAY OF_____________________, 20____


   ___________________________________________________
   Notary Public


   My Commission Expires: ___________________________




                                                             ______________________________________________
                                                             SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543    COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                         PAGE 40

                                       DEKALB COUNTY SCHOOL DISTRICT
                                            Offeror E-Verify Affidavit

   By executing this affidavit, the undersigned Offeror verifies its compliance with Immigration Reform and
   Control Act of 1986 (IRCA), Pub.L. 99-603, stating affirmatively that the individual firm or corporation which is
   engaged in services on behalf of the DeKalb County School District has registered with, is authorized to use
   and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement
   program, in accordance with the applicable provisions and deadlines established by federal law and regulation.
   Furthermore, the undersigned Offeror will continue to use the federal work authorization program throughout the
   contract period. Offeror hereby attests that its federal work authorization user identification number and date of
   authorization are as follows:


     Federal Work Authorization User Identification
     number:

     Date of Authorization:

     Name of Project:

     Solicitation Number (if applicable):

     Name of Public Employer:                                DeKalb County School District

     I hereby declare under penalty of perjury that the foregoing is true and correct.

     Executed on _____, ____, 201__ in ___________________________________, __________
                                                  (city)                      (state)
     Signature of Authorized Officer or Agent

     Printed Name and Title of Authorized Agent:

     SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _________ DAY OF _________, 201__.

     Notary Public

     My Commission Expires:




                                                               ______________________________________________
                                                               SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543     COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                         PAGE 41

                                     DEKALB COUNTY SCHOOL DISTRICT
                               Contractor Affidavit under O.C.G.A. § 13-10-91(b)(1)

   By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating
   affirmatively that the individual firm or corporation which is engaged in the physical performance of services on
   behalf of the DeKalb County School District has registered with, is authorized to use and uses the federal work
   authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance
   with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned
   contractor will continue to use the federal work authorization program throughout the contract period and the
   undersigned contractor will contract for the physical performance of services in satisfaction of such contract only
   with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-
   91(b). Contractor hereby attests that its federal work authorization user identification number and date of
   authorization are as follows:


     Federal Work Authorization User Identification
     number:

     Date of Authorization:

     Name of Subcontractor:

     Name of Project:

     Solicitation Number (if applicable):

     Name of Public Employer:                                DeKalb County School District

     I hereby declare under penalty of perjury that the foregoing is true and correct.

     Executed on _____, ____, 201__ in ___________________________________, __________
                                                    (city)                    (state)
     Signature of Authorized Officer or Agent

     Printed Name and Title of Authorized Agent:

     SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _________ DAY OF _________, 201__.

     Notary Public

     My Commission Expires:




                                                               ______________________________________________
                                                               SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543     COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                          PAGE 42

                                     DEKALB COUNTY SCHOOL DISTRICT
                              Subcontractor Affidavit under O.C.G.A. § 13-10-91(b)(3)

   By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating
   affirmatively that the individual, firm or corporation which is engaged in the physical performance of services
   under a contract with _________________________________________ on behalf of the DeKalb County
   School District has registered with, is authorized to use and uses the federal work authorization program
   commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable
   provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will
   continue to use the federal work authorization program throughout the contract period and the undersigned
   subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub-
   subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10-
   91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub-
   subcontractor to the contractor within five (5) business days of receipt. Subcontractor hereby attests that its
   federal work authorization user identification number and date of authorization are as follows:

     Federal Work Authorization User Identification Number:

     Date of Authorization:

     Name of Subcontractor:

     Name of Project:

     Solicitation Number (if applicable):

     Name of Public Employer:                                      DeKalb County School District

     I hereby declare under penalty of perjury that the foregoing is true and correct.

     Executed on _____, __________, 201___ in __________________________________, __________
                                                        (city)                      (state)
     Signature of Authorized Officer or Agent

     Printed Name and Title of Authorized Agent:

     SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _________ DAY OF _________, 201__.

     Notary Public

     My Commission Expires:




                                                               ______________________________________________
                                                               SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543     COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                         PAGE 43

                                    DEKALB COUNTY SCHOOL DISTRICT
                           Sub-subcontractor Affidavit under O.C.G.A. § 13-10-91(b)(4)

   By executing this affidavit, the undersigned sub-subcontractor verifies its compliance with O.C.G.A.§ 13-10-91,
   stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of
   services       under      a       contract      for    _______________________________________                 and
   ______________________________________ on behalf of the DeKalb County School District has
   registered with, is authorized to use and uses the federal work authorization program commonly known as E-
   Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines
   established in O.C.G.A. § 13-10-91. Furthermore, the undersigned sub-subcontractor will continue to use the
   federal work authorization program throughout the contract period and the undersigned sub-subcontractor will
   contract for the physical performance of services in satisfaction of such contract only with sub-subcontractors
   who present an affidavit to the sub-subcontractor with information required by O.C.G.A §13-10-91(b). The
   undersigned sub-subcontractor shall submit, at the time of such contract, this affidavit to
   ___________________________________________________.                    Additionally, the     undersigned     sub-
   subcontractor will forward notice of the receipt of any affidavit from a sub-subcontractor to the contractor within
   five (5) business days of receipt. Sub-subcontractor hereby attests that its federal work authorization user
   identification number and date of authorization are as follows:

     Federal Work Authorization User Identification Number:

     Date of Authorization:

     Name of Sub-subcontractor:

     Name of Project:

     Solicitation Number (if applicable):

     Name of Public Employer:                                      DeKalb County School District

     I hereby declare under penalty of perjury that the foregoing is true and correct.

     Executed on ____, __________, 201___ in ___________________________________, __________
                                                             (city)                 (state)
     Signature of Authorized Officer or Agent

     Printed Name and Title of Authorized Agent:

     SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _________ DAY OF _________, 201__.

     Notary Public

     My Commission Expires:




                                                               ______________________________________________
                                                               SUPPLIER NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543   COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING   PAGE 44




                                         ATTACHMENT H

                                      SERVICE AGREEMENT

                                          BETWEEN THE

                             DEKALB COUNTY SCHOOL DISTRICT

                               AND _______________________




                       Service Provider: ___________________
                       Project Name:     ___________________
                       Address:          ___________________
                                        ___________________



                       RFP No.:          23-543
                       Description:      Comprehensive Financial Audit of
                                         E-SPLOST IV and E-SPLOST V Spending




                                                 44
RFP 23-543       COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                                    PAGE 45
           THIS SERVICES AGREEMENT and the below referenced documents attached as Exhibits (hereinafter the
   “Service Agreement") is made and entered into by and between the DeKalb County School District (hereinafter the “DCSD”)
   whose address is 1701 Mountain Industrial Boulevard, Stone Mountain, Georgia 30083 and ________________________
   (hereinafter the "Service Provider") whose physical address is ________________________. DCSD and Service Provider are
   referred to herein collectively as the “Parties” and individually as a “Party.”

          WHEREAS, DCSD desires to retain the services of a competent and qualified Service Provider to provide
   _______________________________ services; and

         WHEREAS, the DCSD has solicited for these services via an advertised request for proposals and has received
   numerous responsive proposals thereto; and

          WHEREAS, after review and consideration of all responsive proposals, DCSD intends to engage the Service
   Provider to provide _______________________________         services; and

           WHEREAS, the Service Provider remains agreeable to provide DCSD the _______________________________
   services and represents that it is competent, qualified, capable, and prepared to do so according to the terms and conditions
   stated herein;

             The Service Agreement consist of:

             a. This Service Agreement (Agreement for Services);
             b. Request for Proposal (RFP) No. 23-543 (Exhibit A);
             c. The Service Provider’s Proposal to the above-numbered RFP, including pricing, and any applicable Scope
                of Services and any applicable Payment and Payment Terms Schedule attached except that objections or
                amendments by Service Provider that have not been explicitly accepted by DCSD in writing in this Service
                Agreement shall not be included in this Service Agreement and shall be given no weight or consideration;
                (Exhibit B);
             d. Board Directive Signed by the Superintendent and dated ___________ (Exhibit C); and
             e. Notice of Award dated ___________ (Exhibit D).

   This Service Agreement together with the aforementioned exhibits collectively forms the Service Agreement. All prior and
   contemporaneous negotiations and Service Agreements between the Parties on the matters contained in this Service Agreement
   are expressly merged into and superseded by this Service Agreement. DCSD shall not be bound by any additional terms and
   conditions, including but not limited to, terms and conditions related to any provided service or good, limitations of the Service
   Provider’s liability or any other third party's liability, limitation of warranties, packaging, invoices, service catalog, brochure,
   technical data sheet, electronic disclosures, electronic Service Agreements, or other document which attempts to impose any
   conditions at variance with or in addition to the terms and conditions of this Service Agreement.

   Any inconsistency or conflict among the specific provisions of this Service Agreement shall be resolved as follows:

             a. First, by giving preference to the specific provisions of this Service Agreement and any change orders or
                modifications issued after execution of this Service Agreement;

             b. Second, by giving preference to the specific provisions of the RFP attached hereto as Exhibit “A;”

             c. Third, by giving preference to the specific provisions of Service Provider’s Proposal, including pricing
                and any applicable Scope of Services and any applicable Payment and Payment Terms Schedule attached
                hereto as Exhibit “B,” except that objections or amendments by Service Provider that have not been
                explicitly accepted by DCSD in writing in this shall not be included in this Service Agreement and shall
                be given no weight or consideration.




                                                                         ______________________________________________
                                                                         COMPANY NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543       COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                                  PAGE 46
           NOW, THEREFORE, in consideration of the mutual promises, covenants and Service Agreements stated herein, and
   for other good and valuable consideration, the sufficiency of which is hereby acknowledged by the Parties, DCSD and the
   Service Provider agree as follows:


                                                             ARTICLE 1

                                          PARTIES TO THE SERVICE AGREEMENT

   The DCSD’s address and its contact person are:

             DeKalb County School District
             1701 Mountain Industrial Blvd.
             Stone Mountain, GA 30083

             Attention: _______________________________

             Phone:      ____________
             Fax:        ____________
             Email:      _______________________

   With a copy to:

             DeKalb County School District
             1701 Mountain Industrial Boulevard
             Stone Mountain, Georgia 30083

             Attention: Dr. Vasanne S. Tinsley, Interim Superintendent

   The Service Provider’s contact information is:

   Company Name: _____________________
   Address:        _____________________
                     _____________________
   Contact Person: _____________________
   Title:           _____________________

   Phone No. Office: _________________________

   Email:             __________________________

            Any notice or consent required to be given by or on behalf of any Party hereto to any other Party hereto shall be in
   writing an shall be sent to DCSD or to the Service Provider by (a) registered or certified United States mail, return receipt
   requested, postage prepaid, (b) personal delivery, or (c) overnight courier service. All notices sent to the above addresses shall
   be binding unless said address is changed, and provided in writing to the other Party, no less than fourteen days before such
   notice is sent.

                                                             ARTICLE 2

                                                  DURATION OF AGREEMENT

           2.1     Agreement Term. The term of this Service Agreement begins on the date executed by the last Party to
       execute below (hereinafter the “Effective Date”). The performance period for this Service Agreement is one (1) year

                                                                        ______________________________________________
                                                                        COMPANY NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543        COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                               PAGE 47
       from the Effective Date.

           2.2      Agreement Renewal. In addition to the base period of one (1) year, there are four (4) one-year optional
       renewal terms (each a "Renewal Term") to be exercised at the sole discretion and approval of DCSD. Additionally, as
       required by O.C.G.A. § 20-2-506, this Service Agreement shall terminate absolutely and without further obligation on the
       part of DCSD at the close of the calendar year in which it was executed and at the close of each succeeding calendar year
       for which it may be renewed, but shall be automatically renewed for each subsequent calendar year during the term unless
       DCSD terminates this Service Agreement, by providing Service Provider with thirty (30) days advance notice of
       termination prior to the end of the calendar year. Renewal will depend upon the best interests of the DCSD, funding, and
       Service Provider’s performance subject to the other termination methods available to the DCSD herein.

           2.3      Total Obligation. Pursuant to O.C.G.A § 20-2-506(b), DCSD’s total obligation under this Agreement is as
       follows:

                    2022 $_______________________

                                                            ARTICLE 3

                                                     SCOPE OF SERVICES

            3.1     DCSD does hereby retain Service Provider to furnish those services and to perform those tasks (collectively,
   the “Services”) as further described in (i) the DCSD’s Request for Proposal ________, to include all attachments and addenda,
   attached hereto as Exhibit “A” and incorporated herein by reference; and (ii) the Service Provider’s final responsive thereto,
   attached hereto as Exhibit “B” and incorporated into this Agreement by this reference. A complete copy of the Scope of Work
   section of RFP #_______, to include the Service Provider’s final responsive proposal, is attached as Exhibit “B” and made a
   part of this Service Agreement.


          3.2     Service Provider shall be solely responsible for the professional quality, accuracy, competence,
   methodology, and the coordination of all Services performed pursuant to this Agreement.

            3.3      DCSD’s review, approval, or acceptance of any of the Service Provider’s Services shall not be construed to:
   (i) operate as a waiver of any rights the DCSD possesses under this Agreement; or (ii) waive or release any claim or cause of
   action arising out of the Service Provider’s performance or nonperformance of this Agreement. The Service Provider shall
   always remain liable to the DCSD in accordance with applicable law for any and all damages to the DCSD caused by the
   Service Provider’s breach of this Agreement.

                                                            ARTICLE 4

                                                        COMPENSATION

           4.1         The Service Provider agrees that the compensation for all services under this Service Agreement shall be
   the specific price set forth in the attached Exhibit “A” and Exhibit “B.” There shall be no add-on charges of any kind.



                                                                ARTICLE 5

                                                   WORKING RELATIONSHIP

            5.1        The Service Provider will function in cooperation with the DCSD’s designated representative, which is set
   forth in Article 1 of this Service Agreement. The Service Provider will consult with the DCSD’s representative before finalizing
   recommendations or taking action at Program milestones or other key decision points. The Service Provider shall fully

                                                                       ______________________________________________
                                                                       COMPANY NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543       COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                                  PAGE 48
   cooperate with the DCSD and, if applicable, the DCSD’s representative or designee. Such cooperation shall include, without
   limitation, providing any requested information to the DCSD’s representative and advising, meeting with, consulting with, and
   coordinating with the DCSD’s representative.

           5.2        The DCSD shall have the right, at its sole discretion, to demand and require the Service Provider to remove
   any employee or subcontractor working for the Service Provider on the Program and to replace the employee or subcontractor
   without cost or liability to the DCSD.

            5.3      For purposes of safety and otherwise, the Service Provider, at all times, shall ensure its ability to thoroughly
   and clearly communicate, in any and all necessary languages, with the DCSD representative and with the Service Provider’s
   employees, agents, representatives, and subcontractors. The Service Provider agrees to employ one or more supervisory-level
   personnel capable of thoroughly and clearly communicating, in any and all necessary languages, with the DCSD’s
   representative and with the Service Provider’s employees, agents, representatives, and subcontractors, and that such
   supervisory-level and language-capable personnel shall be stationed at and assigned to the location(s) or site(s) where, and at
   all times when, any and all work or services under this Service Agreement shall be performed.

           5.4       The Service Provider shall ensure that any and all electronic devices, computers, software, hardware,
   equipment and other similar and related items that are utilized by the Service Provider, or any entity or person under the Service
   Provider’s supervision or control, do not harm, or allow harm, to the DCSD’s computers, systems, networks, and technology.
   The Service Provider shall take any and all measures possible to protect the DCSD’s computers, systems, networks, and
   technology from viruses and other malicious codes.

                                                             ARTICLE 6

                                            INVOICING AND AGREEMENT PRICE

           6.1    Invoices. The Service Provider shall submit invoices, to DCSD, for services rendered pursuant to the attached
   Exhibit “A” and Exhibit “B.” Invoices will be paid by DCSD within thirty (30) days after receipt of the invoice from the
   Service Provider. All invoices shall be submitted by Service Provider shall be submitted to: Ms. Carla Smith, Executive
   Director Vendor Services, DeKalb County School District, 1701 Mountain Industrial Boulevard, Stone Mountain, Georgia,
   30083.


            6.2     Agreement Price. DCSD shall pay, and the Service Provider shall accept, as full and complete payment for
   the Contractor's timely performance of its obligations hereunder the fixed price listed in Section 2.3. The price set forth in
   Paragraph 2.3 shall constitute the Agreement Price, which shall not be modified except where evidence acceptable to DCSD
   of changed market conditions and indices is produced. Any such proposed price escalation /de-escalation must be presented
   in writing with substantiating proof to DCSD, for approval, a minimum of ninety (90) days prior to taking effect.

                                                                 ARTICLE 7

                                       CANCELLATION OR TERMINATION BY DCSD

            7.1        DCSD reserves the right to cancel or terminate this Service Agreement at any time for any reason, with
   notice in writing to the Service Provider. In the event of cancellation or termination, the DCSD shall pay to the Service Provider
   all compensation earned for actual services rendered. Any cancellation or termination by DCSD shall be effective within thirty
   (30) business days of the receipt of such cancellation or termination to Service Provider by DCSD.

             7.2 Upon termination of this Service Agreement, the Service Provider shall:

                     7.2.1   Cease work under the Service Agreement and take all necessary or appropriate steps to limit
                             disbursements and minimize costs


                                                                        ______________________________________________
                                                                        COMPANY NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543      COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                                    PAGE 49
                    7.2.2   Immediately cease using and return to the DCSD, any personal property or materials, whether
                            tangible or intangible, provided by the DCSD to the Service Provider

                    7.2.3   Cooperate in good faith with the DCSD and its employees, agents and contractors during the
                            transition period between the notification of termination and the substitution of any replacement
                            contractor(s); and

                    7.2.4   Immediately return to the DCSD any payments made by the DCSD for Services that were not
                            delivered or rendered by the Service Provider.


                                                             ARTICLE 8

                                                 INDEPENDENT CONTRACTOR

           8.1        The Service Provider and its employees shall perform as an independent contractor and not an employee or
   representative of the DCSD. The Service Provider retains sole and exclusive liability for all contributions, taxes or payments
   required to be made on account of the Service Provider’s employees under federal or state income tax laws, unemployment and
   workers’ compensation acts, social security acts, and all other legislation requiring employer contributions or withholdings.

          8.2       The Service Provider shall maintain strict discipline among all personnel employed at
          DCSD, nor shall any person employed on any Program site have in his or her possession any drugs, alcohol or firearms.
   Unprofessional conduct, including but not limited to horseplay, wrestling, and fighting, shall not be permitted or allowed. No
   employee, subcontractor or representative of the Service Provider shall use any tobacco product while at any Program site, on
   any property owned by DCSD or at any function or event sponsored by or held on behalf of DCSD.

            8.3     The Service Provider agrees that the Service Provider is not an employee of DCSD for purposes of the Patient
   Protection and Affordable Care Act, 42 U.S.C. § 18001, et seq. (“ACA”), or for any other purpose. The Service Provider
   agrees that the Service Provider will be responsible for reporting requirements under the ACA and certifies that the Service
   Provider has their own individual health plan coverage. The Service Provider agrees that the Service Provider shall make the
   necessary federal, state, and local filings and returns as required by law at the appropriate times, including, but not limited to,
   federal, state, and local income tax (including estimates), filings and returns required by the Self-Employment Contribution
   Act, and any other filing or return, required by federal, state, or local government. With respect to ACA compliance obligations,
   Service Provider acknowledges and agrees that:

               •    Service Provider is responsible for filing Form 1094-C and Form 1095-C with respect to all
                    assigned workers assigned to DCSD;

               •    Service Provider is responsible for compliance with Internal Revenue Code Section 4980H
                    with respect to assigned workers;

               •    If requested by DCSD in connection with any governmental audit or inquiry, Service Provider
                    will cooperate in furnishing DCSD with detailed information on assigned workers as
                    reasonably needed for DCSD to respond to such audit or inquiry, and at no additional charge;

               •    Service Provider will offer health plan coverage to assigned workers (and their dependents)
                    that complies with the ACA's minimum value and affordability requirements and, during the
                    term of their staffing Service Agreement; and

               •    In addition to any existing indemnification obligations set forth in Article 20, herein, Service
                    Provider agrees to reimburse DCSD for any penalty or tax imposed against DCSD with respect
                    to any assigned worker, and to indemnify and hold harmless DCSD against all liabilities,

                                                                         ______________________________________________
                                                                         COMPANY NAME/ CERTIFYING OFFICIAL SIGNATURE
RFP 23-543         COMPREHENSIVE FINANCIAL AUDIT OF E-SPLOST IV AND E-SPLOST V SPENDING                                 PAGE 50
                     penalties and fees that may be imposed upon DCSD, under Internal Revenue Code Section
                     4980H(a) or (b); provided that DCSD will provide prompt notice to Service Provider of its
                     receipt of any notice of assessment of penalty or taxes under Code Section 4980H and Service
                     Provider will cooperate fully with DCSD in contesting such assessment and accepting
                     responsibility for its assigned workers.

                                                             ARTICLE 9

                                               RESPONSIBILITY FOR SERVICES

            9.1        In the performance of this Service Agreement, the Service Provider warrants that it shall consistently render
   its best efforts and shall exercise that degree of skill and care which others would exercise in like circumstances and that its
   Services will be performed without errors or omissions. Service Provider shall be responsible for the accuracy of its Services
   and any error and/or omission made by the Service Provider in any work under this Service Agreement. Services performed
   by the Service Provider shall be subject to review and acceptance in stages as required by the DCSD. Acceptance shall not
   relieve the Service Provider of its professional obligation to correct, at Service Provider’s own expense, any errors in the S.

            9.2        If Services performed by the Service Provider fail to meet the standards set forth in Paragraph 9.1, the DCSD
   may elect to have the Service Provider re-perform, or cause to be re-performed, at no cost to the DCSD any of the Services
   which fail to meet said standards where: (i) such failure appears during the performance of the Service Provider’s Services or
   within one year from the date of completion of the Service Provider’s Services, and (ii) the DCSD notifies Service Provider of
   any such failure within sixty (60) days of the time that the failure becomes apparent. This Paragraph 9.2 shall not be interpreted
   to limit the right of the DCSD to pursue and obtain any and all other remedies against the Service Provider at law or in equity.

           9.3       Service Provider warranties that any goods to be produced to or delivered to DCSD during the course and
   scope of work for this Program will be of merchantable quality, free from defects in materials and workmanship.

           9.4        DCSD acknowledges that the Service Provider shall be entitled to rely on the accuracy and currency of
   information supplied by the DCSD or by any of the DCSD’s contractors or consultants, or available from generally accepted
   reputable sources.

             9.5       DCSD MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

                                                            ARTICLE 10

                                              OWNERSHIP OF WORK PRODUCT

           10.1       Any reports, recommendations, estimates, specifications, drawings, technical data, sketches, computer
   software, and all other information developed, created, procured or requested by the Service Provider in connection with its
   performance under this Service Agreement (the “Information”) shall be the property of the DCSD. In entering into this Service
   Agreement, the Service Provider hereby transfers to the DCSD all right, title, and interest, including the copyright, in and to the
   Information.

           10.2       Any reports, recommendations, estimates, specification, drawings, technical data, sketches, computer
   software, and all other information developed by equipment vendors or other third parties that relate to the Program shall be
   the property of the DCSD. This provision shall not act to transfer rights of DCSDs of standard software or specification
   packages for which copyright is retained by the developer.

           10.3      All original technical data, evaluations, reports and other work product of the Service Provider shall be
   delivered to the DCSD upon the completion, cancellation or termination of Services under this Service Agreement within three
   (3) business days of such completion, cancellation or termination. The Service Provider may retain one (1) copy of all
   documents produced by the Contractor for its permanent file.


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                                                             ARTICLE 11

                                                 ACCOUNTING AND RECORDS

           11.1        The Service Provider shall maintain a system of accounting and record keeping for all Services. Further, the
   Service Provider will allow the DCSD’s inspection of necessary supporting receipts and documentation for audit purposes for
   a period of six (6) years after completion of Services provided under this Service Agreement.


                                                             ARTICLE 12

                                                   COMPLIANCE WITH LAWS

           12.1      The Service Provider shall comply with all federal, state and local laws, regulations, ordinances, and DeKalb
   County Board of Education policies that are in any way applicable to the performance of its Services under this Service
   Agreement including but not limited to laws governing health, safety, the protection or preservation of the environment, and
   occupational licensing.

                                                             ARTICLE 13

                                            EQUAL EMPLOYMENT OPPORTUNITY

            13.1       The Service Provider will not discriminate against any worker, employee or applicant for employment
   because of race, color, religion, sex, national origin, age, citizenship status, veteran status, sexual orientation or handicap. The
   Service Provider will take affirmative action to ensure that applicants are employed, and that workers are treated during
   employment, without regard to their race, color, religion, sex, national origin, age, citizenship status, veteran status, sexual
   orientation or handicap. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or
   transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
   selection for training, including apprenticeship.

                                                             ARTICLE 14

                                                       CONTINGENCY FEES

           14.1       The Service Provider represents that it has not employed and shall not employ any person other than its own
   principals and employees to solicit this Service Agreement or any contract with the DCSD, and that it has not and shall not pay
   any person other than its own principals and employees any fee, commission, percentage, gift or other consideration contingent
   upon or resulting from the award or making of this Service Agreement or any other contract with the DCSD

                                                             ARTICLE 15

                                                        SUBCONTRACTORS

            15.1      Service Provider shall manage all work and Services performed under this Service Agreement. Upon the
   DCSD’s prior written consent, the Service Provider may subcontract all or part of the Services to be provided. In such event,
   the rights and obligations of the Service Provider and the DCSD will not be diminished.

            15.2      All of the Service Provider’s Subcontractors shall be directly responsible to Service Provider and shall be
   under the Service Provider’s direct supervision. The Service Provider shall be as fully responsible and accountable to the DCSD
   for the acts and omissions of its Subcontractors and of persons either directly or indirectly employed by Subcontractors in the
   performance of Services under this Service Agreement as the Service Provider is for the acts and omissions of persons it directly
   employs. Other than the DCSD being a third-party beneficiary to any Service Agreement between the Service Provider and its

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   Subcontractors, no other contractual relationship between DCSD and any subcontractor is created by any provision contained
   in this Service Agreement.

           15.3       If the Service Provider utilizes Subcontractor(s) with respect to this Service Agreement then the Service
   Provider will require Subcontractor(s) to comply with all terms and conditions of this Service Agreement including, but not
   limited to the insurance requirements. The Contractor shall require all Subcontractors to supply a certificate of insurance as
   required herein before the Subcontractor commences any work.

                                                            ARTICLE 16

                                                  SUCCESSORS AND ASSIGNS

            16.1    The Service Provider shall not assign its rights hereunder, excepting its right to payment, nor shall it delegate
   any of its duties hereunder without the written consent of the DCSD. Subject to the provisions of the immediately preceding
   sentence, each Party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors,
   assigns and legal representatives of such other Party.


                                                            ARTICLE 17

                                                            INSURANCE

           17.1      The Service Provider and all Subcontractors shall maintain insurance in the types and coverage amounts
   shown below, which insurance shall provide coverage for Service Provider during the term of this Service Agreement. Prior
   to the date the Service Provider signs this Service Agreement, the Service Provider shall provide the DCSD with (i) an
   endorsement from the insurer naming the DeKalb County School District and The DeKalb County Board of Education as an
   additional insured under the liability policies and (ii) certificate(s) verifying that these insurance coverages and limits are in
   force. Additional certificates of insurance shall be provided whenever individual policies are renewed (or replaced) on their
   anniversary date and at such other times as the DCSD requests.

            17.2       If the Service Provider is a joint venture involving two (2) or more entities, then each independent entity
   shall satisfy the limits and coverages specified below or the joint venture will be a named insured under each respective policy
   specified.

             17.3       The insurance requirements of this Service Agreement are:

             Type of Insurance                                                Coverage Limits

             Workers Compensation                                             $1,000,000

             Employer’s Liability                                             $1,000,000 annual aggregate

             Comprehensive General Liability                                  $2,000,000 annual aggregate
             Including Contractual Liability,                                 $1,000,000 per occurrence
             Bodily Injury and Property Damage

             Comprehensive Auto Liability                                     $3,000,000 per accident
             Bodily Injury and Property Damage
             Covering Owned, Hired and Non-Owned Autos

             Professional Liability

             Umbrella or Excess Insurance                                     $5,000,000 annual aggregate

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           17.4      The Service Provider waives all rights, including rights of subrogation, against the DCSD and its respective
   directors, officers, partners, Board Members, officials, agents, insurers, subcontractors, consultants and employees for damages
   covered by any type of insurance during and after the completion of the Work.

             17.5     Certificates of Insurance must be executed with the following provisions:
                      (a) Certificates to contain policy number, policy limits, and policy expiration date of all policies issued in
                          accordance with this Service Agreement;
                      (b) Certificates to contain the project number, location of property, name of property and operations
                          information to which the insurance applies;
                      (c) Certificates are to be issued to:
                          DeKalb County School District
                          DeKalb County Board of Education
                          1701 Mountain Industrial Blvd.
                          Stone Mountain, GA 30083
                          Attention: Risk Management Department
                      (d) Certificates shall state that the policy or policies shall not expire, be cancelled or altered without at least
                          sixty (60) days prior written notice to the DCSD.
                      (e) Service Provider shall be responsible and have the financial wherewithal to cover any deductibles or
                          retentions included on the certificate of insurance.


                                                               ARTICLE 18

                          ILLEGAL IMMIGRATION REFORM AND ENFORCEMENT ACT OF 2011

         18.1 The Illegal Immigration Reform and Enforcement Act of 2011 applies to and is a requirement for all DCSD
   Contracts for physical performance of services (i.e. public works contracts).

         18.2 Service Provider’s compliance is set forth in Exhibit “B”. The Service Provider warrants and represents that
   evidence of the Service Provider and their subcontractor(s)’ compliance by completing the following forms is included in
   Exhibit “B” and incorporated herein as reference:
                (a) Immigration and Security Certification
                (b) Contractor Affidavit
                (c) Subcontractor Affidavit
                (d) Sub-Subcontractor Affidavit

                                                               ARTICLE 19

                                                     TERMINATION FOR CAUSE

           19.1     Either Party hereto may terminate this Service Agreement upon giving seven (7) days prior written notice to
   the other Party in the event that such other Party substantially fails to perform its material obligations set forth herein. Any
   Party seeking to terminate this Service Agreement for cause shall, as a condition precedent to the termination of this Service
   Agreement, provide the other Party written notice specifically describing its failure to perform its material obligations and
   allow that Party thirty (30) days after receipt of the notice in which to cure any performance deficiency.




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                                                             ARTICLE 20

                                                        INDEMNIFICATION

            20.1      The Service Provider agrees to hold harmless and indemnify the DCSD, its Board, officers, employees and
   representatives (herein “Released Parties”) from and against any and all liability, claims, actions, causes of action, losses,
   damages, demands, suits, judgments, costs and expenses arising out of bodily injury (including death) to persons, damage to
   property, or financial loss, including, but not limited to, any and all costs, expenses, legal fees and liabilities, incurred in and
   about investigation, defense or prosecution thereof, to the extent caused in whole or in part by a negligent act, error or omission
   of the Service Provider or any subcontractor(s), or as a result of defective Services under this Service Agreement.

           20.2       The Service Provider further agrees to release, indemnify, defend and hold harmless the Released Parties
   from any and all claims, demands, rights, liabilities and causes of action inuring to the Service Provider from events over which
   the Released Parties exercise no control. The Service Provider further agrees to indemnify, defend and hold harmless the
   Released Parties from any and all claims, demands, rights, liabilities and causes of action arising out of DCSD’s performance
   under this Service Agreement.

                                                             ARTICLE 21

                                                AGREEMENT ADMINISTRATION

           21.1       DCSD and the Service Provider have each appointed certain individuals whose names and phone numbers
   appear in Article 1 to be their respective representatives in the administration and performance of this Service Agreement. The
   DCSD’s representative shall have no power or authority to change this Service Agreement, or to execute or agree to any change
   orders. The DCSD may change its representative or declare a designee by written notice to the Service Provider.

            21.2      To be binding against the DCSD, and as a condition precedent thereto, any addition, deletion or modification
   to the terms of this Service Agreement must be in writing and signed by the DCSD. The Service Provider acknowledges that
   the DCSD does not, and will not be deemed to, waive this condition precedent under any circumstances.

           21.3      Failure of the DCSD or the Service Provider to insist in any one or more instances on performance of any of
   the terms and conditions of this Service Agreement, or to exercise any right or privilege contained in this Service Agreement
   or the waiver of any breach of the terms and conditions of this Service Agreement, shall not be considered as creating or
   constituting a waiver of any such terms, conditions, rights or privileges, and the same shall continue and remain in force and
   effect.

           21.4     The Service Provider and the DCSD will adhere to all applicable health and safety laws, rules and regulations
   including Occupational Safety and Health Administration’s (“OSHA”) Rules and Regulations effective at the time the work
   was performed.

             21.5       This Service Agreement shall be governed by the laws of the State of Georgia.

                                                             ARTICLE 22

                                                         PUBLIC RECORDS

          22.1        The laws of the State of Georgia, including the Georgia Open Records Act, as provided in O.C.G.A. Section
   50-18-70 et seq., require procurement records and other records to be made public unless otherwise provided by law.




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                                                              ARTICLE 23

                                                          FORCE MAJEURE

            23.1        The Service Provider will not be responsible or liable in any way for delay or failure to perform its obligations
   under this Service Agreement during any period which performance is prevented or hindered by conditions reasonably beyond
   its control, acts of God, fire, flood, and other unusually adverse weather conditions, war, embargo, explosions, riots, laws, rules,
   regulations and order of any governmental authority.


                                                              ARTICLE 24

                                                               CAPTIONS

            24.1      The headings in this Service Agreement are for the convenience of the Parties hereto and shall in no way
   affect the construction or interpretation of this Service Agreement or any part hereof.


                                                              ARTICLE 25

                                                 ENTIRE SERVICE AGREEMENT

           25.1      This Service Agreement constitutes the entire and exclusive Service Agreement between the Parties with
   reference to the Services and supersedes any and all prior communications, discussions, negotiations, understandings, or
   Service Agreements. This Service Agreement may be amended only by a writing signed by both the DCSD and the Service
   Provider. The signature of Service Provider below, represents to DCSD that he/she is duly authorized to execute and deliver
   this Service Agreement on behalf of Service Provider.

                                                              ARTICLE 26

                                                          MISCELLANEOUS

           26.1       Unless otherwise expressly provided to the contrary in this Service Agreement, the term “day” shall mean
   calendar day.

            26.2         Any claim, dispute or other matter in question arising out of or related to this Service Agreement shall be
   subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party. If such matter
   relates to or is the subject of a lien arising out of the Service Provider’s services, the Service Provider may proceed in accordance
   with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation. The DCSD
   and Service Provider shall endeavor to resolve claims, disputes and other matters in question between them by mediation which,
   unless the parties mutually agree otherwise, shall be in accordance with the Mediation Rules of the American Arbitration
   Association currently in effect. Request for mediation shall be filed in writing with the other Party to this Service Agreement
   and with the American Arbitration Association. The request may be made concurrently with the filing of a civil action but, in
   such event, mediation shall proceed in advance of legal or equitable proceedings, which may be stayed pending mediation for
   a period of 60 days from the date of filing, unless stayed for a longer period by Service Agreement of the parties or a court
   order. The Parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where
   the Program is located, unless another location is mutually agreed upon. Subject to the express approval of the DeKalb County
   Board of Education, agreements reached in mediation shall be enforceable as settlement agreements in any court having
   jurisdiction thereof.

            26.3       The exclusive venue for any civil action arising out of or related to this Service Agreement shall be in the
   federal, superior, or state courts of DeKalb County, Georgia. If any civil action is instituted to interpret, enforce or rescind this

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   Service Agreement, the prevailing party in such lawsuit shall be entitled to recover, in addition to any other relief awarded, its
   reasonable attorney fees and other fees, costs, and expenses of every kind, incurred in connection with the lawsuit.

           26.4      If any provision of this Service Agreement or the application thereof to any person or circumstance shall to
   any extent be held invalid, then the remainder of this Service Agreement or the application of such provision to persons or
   circumstances, other than those as to which it is held invalid, shall not be affected thereby, and each provision of this Service
   Agreement shall be valid and enforced to the fullest extent permitted by law.

            26.5    This Service Agreement may be executed in several counterparts, each of which shall be deemed an original,
   and all such counterparts together shall constitute one and the same Service Agreement. A scanned or photocopy of an original
   signature shall be deemed an original for purposes of this Service Agreement.

            26.6 Service Provider, and all personnel of Service Provider, agree to a background check. The Service Provider, and
   all personnel of Contractor, shall undergo the same criminal background check, within the last 365 days, as required by DCSD
   employees. Such background checks will be performed by DCSD at the expense of the Service Provider. Additionally, any
   charges against the Service Provider, or personnel, may be deemed unacceptable in DCSD’s sole discretion regardless of
   whether dismissed, expunged, sealed, removed from the record, treated as a “first offender” or dead docketed. Upon receipt
   and evaluation of DCSD’s background check results, DCSD may demand that the personnel named in the check result, not
   provide services to DCSD premises. Any failure of the Service Provider, or personnel, to obtain a criminal records background
   check through DCSD, as stated herein, may result in termination of any resulting contract between Service Provider and DCSD.
   Confirmation of background checks must be submitted in writing prior to commencement of any services to DCSD to: Ms.
   Carla Smith, Executive Director Vendor Services, DeKalb County School District, 1701 Mountain Industrial Boulevard, Stone
   Mountain, Georgia, 30083.

            26.7 Service Provider shall obtain prior written approval from DCSD’s Department of Communications before the
   distribution of any news, press release or any marketing materials, by Service Provider, which mentions DCSD, DeKalb County
   Board of Education, or any of the schools or centers within DCSD, or uses DCSD’s logo or trademark. All requests for prior
   written approval shall be sent to: Communications Department, DeKalb County School District, 1701 Mountain Industrial
   Blvd., Stone Mountain, Georgia, 30083.




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   IN WITNESS WHEREOF, the DCSD and the Service Provider, agreeing to the above terms and conditions and
   intending to be legally bound and each acting through persons duly authorized, have placed their signatures on
   duplicate original copies of this Service Agreement.


   DCSD:                                            SERVICE PROVIDER:

   DEKALB COUNTY SCHOOL DISTRICT                    _________________________




   By:                                              By:
          [Signature]                                      [Signature]          [SEAL]
   Dr. Vasanne S. Tinsley, Interim Superintendent   Print Name:______________________________

                                                    Title:_______________________________

   1701 Mountain Industrial Blvd                    __________________
   Stone Mountain, GA 30083                         __________________
                                                    Address


   __________________________________               __________________________________
             [Date of Execution]                            [Date of Execution]




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                                             EXHIBIT “A”

                          DeKalb County School District RFP No. ___________

                                                For

                               __________________________ Services




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                                                   EXHIBIT “B”

                                   Service Provider’s Proposal including pricing

                                       and any applicable Scope of Services

                            and any applicable Payment and Payment Terms Schedule

                              attached except that objections or amendments by the

             Service Provider that have not been explicitly accepted by DCSD in Writing In this Service

                   Agreement and Contract shall not be included in the Contract Documents Or this

                           Service Agreement and shall be given no weight or consideration




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                                             EXHIBIT “C”



                              DeKalb County Board of Education Directive

                  Signed by the Superintendent and dated ________________________




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                                            EXHIBIT “D”

                        Notice of Award Letter Dated ______________________




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                                          END OF EXHIBITS




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                                            ATTACHMENT I
                                           RFP 23-543
             Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending

                                          SIGNATURE PAGE

  I certify that I have read this RFP document in its entirety and agree to conform to and comply with the
  terms, conditions and requirements of this RFP. I also certify that I am a duly appointed official of the
  offering company with the authority to authorize and engage this RFP submittal. Further, I certify that
  the contents of the response to this RFP are true, accurate and complete.



  ______________________________                   _______________________________
  Printed Name/Engaging Authorized                 Position/Title
  Company Official

                                                   _______________________________
                                                   Offeror’s Company Name


  _______________________________                  ________________________________
  Signature/Engaging Authorized                    E-mail address
  Company Official


  ________________________________
  Telephone Number


  ______________________________
  Date




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                                         APPENDIX 1
                                           RFP 23-543
             Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending

  Appendix 1: Capital Improvements Spending 2017-2022
              Monthly Status Report June 20, 2022




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                                         APPENDIX 2
                                           RFP 23-543
             Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending

  Appendix 2: E-SPLOST funds for educational purposes are authorized by Article VIII,
              Section VI, Paragraph IV of the Georgia Constitution and Official Code of
              Georgia (O.C.G.A.) § 48-8-141




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                                         APPENDIX 3
                                           RFP 23-543
             Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending


  Appendix 3: 2011 Resolution




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                                          APPENDIX 4

                                           RFP 23-543
             Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending


  Appendix 4: 2016 Resolution




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                                          APPENDIX 5
                                           RFP 23-543
             Comprehensive Financial Audit of E-SPLOST IV and E-SPLOST V Spending

  Appendix 5: Manner of imposition of tax; report, and O.C.G.A. § 20-2-491, Performance audit
              on capital outlay projects funded by sales tax              (Subject to Legal
              review/approval)




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                       END OF RFP




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