MASCOT REQUEST FOR PROPOSAL (RFP) AUDIT & TAX SERVICES 2014

Transcription

1 MASCOT is accepting proposals from firms to provide audit and tax services for our organization. We invite your firm to submit a proposal to us Wednesday, November 19, 2014 no later than 5:00 p.m. Alaska Standard time, for consideration. MASCOT is a 501(c) (3) private nonprofit organization, incorporated in We provide Public Transportation and other related services in the Matanuska-Susitna Borough. Primary funding sources are Federal (FTA), State (TANF, AMHT) and local grants. Other funding sources include local government support, passenger fares, advertising income and inkind donations of goods and services. Annual budget range from million. The organization has a June 30 Fiscal Year end and uses QuickBooks accounting software. The organization employs less than thirty (30) employees on a routine basis Your proposal is expected to cover the following services: 1. Annual audits to be completed in compliance with the applicable standards for Federal Single audits in addition to any additional requirements from grantors. 2. Audits to be performed as a Federal Single Audit. 3. Preparation, printing and presentation of Financial Statements and related documents. 4. Preparation and printing of Tax Filings for the organization. Detailed criteria are included in the body of this Request for Proposal. Disadvantaged Business Enterprises (DBE s) are encouraged to submit proposals. MASCOT is an Equal Opportunity Employer. Should your organization be interested in submitting a proposal, please contact us by phone, fax or to request the complete RFP, or access from the web at the address listed below. Lynn Witte Administrative Coordinator 225 West Riley Avenue, Wasilla AK Telephone Number: (907) Facsimile Number: (907) lwitte@matsutransit.com Web site: Page 1 of 22

2 MASCOT requests qualified, Independent, Certified Public Accountants to submit proposals to enter into a contract to: 1.) Annually perform Federal financial audits, 2.) Write and publish (print) financial statements for the audited fiscal year, and 3.) Prepare and publish (print) tax returns for the audited fiscal year. The resulting contract will be issued for a period of one (1) year (beginning with fiscal year ending June 30, 2014) with an option for four (4), one (1) year extensions ending with fiscal year ending June 30, Disadvantaged Business Enterprises (DBE s) are encouraged to submit proposals. MASCOT is an Equal Opportunity Employer. Sealed proposals will be received until 5:00 p.m. Alaska Standard Time (AST) on Wednesday, November 19 no later than 5:00 p.m. Alaska Standard time. The proposal should be mailed or delivered directly to: MASCOT RE: MASCOT AUDIT & TAX RFP West Riley Avenue, Wasilla AK ALL proposals must be in hard copy (electronic submissions will not be accepted) and must be accompanied by the following completed and signed statement attached to the outside of the sealed proposal. MASCOT reserves the right to cancel this solicitation at its sole discretion. An optional Pre-Proposal Tele-Conference will be hosted by Mat-Su Community Transit on Thursday, November 6 at 2 p.m.. To access the teleconference, dial and enter at the prompt, then press #. If there are any technical difficulties with the call, dial the backup number and enter 9827, then press #. All questions and/or inquiries for information must be submitted in writing and should be addressed to Lynn Witte, Administrative Coordinator. Questions and inquiries may be submitted via postal mail (at the above address) or ed to: lwitte@matsutransit.com. Page 2 of 22

3 I. PURPOSE: The purpose and intent of this Request for Proposal (RFP) is to enter into a resulting contract with a qualified, independent, certified public accountant (hereinafter called the Auditor") to annually perform combined Federal and State single financial audits; write, publish and present financial statements and prepare tax returns for a period of one (1) year (beginning with fiscal year ending June 30, 2014) ending with fiscal year ending June 30, The resulting contract will contain an option for four (4), one (1) year extensions. II. OPTIONALPRE-PROPOSAL CONFERENCE: An optional Pre-Proposal Tele-Conference will be hosted by Mat-Su Community Transit on Thursday, November 6 at 2p.m.. To access the teleconference, dial and enter at the prompt, then press #. If there are any technical difficulties with the call, dial the backup number and enter 9827, then press #. The purpose of this conference is to allow potential candidates an opportunity to present questions and obtain clarification relative to any facet of this solicitation, and questions pertaining to the organization. Any changes that may be made as a result of this conference will be noted in an addendum to the request for proposals. III. SCOPE OF WORK TO BE PERFORMED: A. Financial audit - The Independent Auditor shall audit all funds and account groups of MASCOT in accordance with Generally Accepted Auditing Standards (GAAS), applicable pronouncements of Governmental Accounting Standards Board (GASB) and pronouncements of the Financial Accounting Standards Board (FASB) applicable provisions of the U.S. Office of Management & Budget (OMB), pertaining to non-profit corporations, and any specific standards required by Grantees of MASCOT or other applicable standards required. B. The audit shall result in the preparation of financial statements from the audited records of MASCOT with the Auditors' opinion thereon. The Auditors' opinion shall be expressed in the report and include reasons for qualifying the opinion, disclaiming an opinion, or rendering an adverse opinion. In addition to the preparation of the combined financial statements, statements shall be prepared for the Federal and State single audits. C. The Independent Auditor also shall express an opinion as to the fair presentation of the combining, individual fund and individual account group financial statements in conformity with auditing standards generally accepted. D. In connection with the audit of the financial statements, the Auditor shall perform tests of compliance in accordance with Generally Accepted Accounting Standards, GASB and FASB pronouncements; and/or other applicable standards. Page 3 of 22

4 III. SCOPE OF WORK TO BE PERFORMED (continued): E. In connection with the audit of the financial statements, the Auditor shall perform tests of internal controls in accordance with Generally Accepted Auditing Standards, applicable OMB Circulars; the tests of internal controls should also include controls as they relate to any specific standards required by Grantees of MASCOT. F. In connection with the audit of the financial statements, the Auditor shall also prepare and complete the appropriate IRS Form 990, Tax Return of Organization Exempt from Income Tax for MASCOT. G. Submission of reports: The firm shall provide MASCOT with copies of the financial statements and Auditor's report thereon and management letter including management responses in draft and final form. The auditors will present the audit findings and reports to the Board of Directors. The Auditor shall submit a management letter including management s response with each audit. The letter should offer suggestions for improvement in financial management and internal controls. All reports shall be due upon a mutually agreed upon timeline in the resulting contract that enables receipt of the reports to applicable federal and state agencies no later than March 30, of the following fiscal year from the period being audited. Any changes to this deadline must be approved in writing by MASCOT as provided in the resulting contract. H. State and Federal Requirements: The Auditor should provide the following information for use by State and Federal agencies in compliance with the single audit requirements. 1. The Independent Auditor shall include in the audit report a schedule of the budget to actual for each applicable State and Federal grant. 2. The Independent Auditor also shall express an opinion as to the fair presentation of State and Federal reporting requirements. 3. In connection with the audit of the State and Federal Single audit financial statements, the Auditor shall perform tests of internal controls and compliance in accordance with Generally Accepted Auditing Standards, applicable OMB Circulars and grantor requirements. 4. The State and Federal Single audit reports shall include the Auditors' opinion thereon. I. As guided by applicable standards, the Auditor should exercise due professional care in understanding the type of engagement and also requiring that if during the audit the auditor becomes aware that MASCOT is subject to audit requirements which may not be encompassed in the terms of the engagement he or she should communicate to management and the Board of Directors or others with equivalent authority and responsibility that the audit may not satisfy the requirements. Page 4 of 22

5 IV. REPORTING REQUIREMENTS: A. Required Reports: Based on the audit work performed, the Auditor must issue the following reports. 1. A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles; 2. A report on the internal control structure based on the Auditor's understanding of the control structure and assessment of control risk: The Auditor shall communicate all reportable conditions found during the audit shall be reported in a separate letter to management; 3. A report on the internal control structure used in administering federal assistance programs: The Auditor shall communicate all weaknesses, which could have a material effect on a federal assistance program in the letter to management. Other conditions discovered by the Auditors shall also be reported in the letter to management; 4. Auditing Standards: The Auditor shall communicate all instances of non-compliance, which could have a material effect on the general purpose financial statements; 5. A report on compliance with specific requirements applicable to major federal assistance programs: The Auditor shall communicate all instances of noncompliance with the specific requirements for major federal assistance programs in the report on compliance; 6. A report disclosing the status of findings and recommendations from previous audits that has remained uncorrected should be included; 7. Auditors shall be required to make an immediate, written report of all irregularities and illegal acts, or indications of illegal acts of which they become aware to the Board of Directors and the Executive Director. a) Draft Reports: The Auditor shall have drafts of the audit reports and recommendations to management available for review by the MASCOT Executive Director and Board of Directors by the timelines established in the resulting contract. b) Report Preparation: Report preparation, editing and printing shall be the responsibility of the Auditor. Final bound reports and all related letters shall be prepared and printed in number as requested by MASCOT, not to exceed 20 copies. A minimum of one, unbound final report shall be provided to MASCOT for use in duplication. In addition, the auditor shall provide a clean, scanned file of the final report and in separate files; related letters. c) Report Submission: The Auditor shall assume responsibility for timely completion of the various parts of the Data Collection Form required to be submitted to the Federal Audit Clearinghouse and transmittal (including costs) of required reports to the State Single Audit Coordinator. Page 5 of 22

6 V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR: A. Books of Account: MASCOT represents that the books of account will be fully balanced, all subsidiary ledgers reconciled to control accounts, and all bank accounts for all months reconciled no later than the agreed upon date for the start of field work outlined in the resulting contract. B. Schedules: The staff of MASCOT will prepare the following information on forms acceptable to the Auditor. 1) A final trial balance of each fund; 2) A schedule of federal program revenues, expenditures and beginning and ending balances by program; 3) A copy of all capital projects and all amendments thereto for all projects beginning during the period or not fully completed prior to the period; 4) A schedule of insurance in force during the year and of insurance expense for the year; 5) A schedule of investments of all funds at statement date showing both book value and estimated market value at statement date; 6) A schedule of all capital outlays during the period; 7) A schedule of all capital asset dispositions during the period; 8) A schedule of accounts payable at statement date; 9) Copies of all contracts with governmental grantor or grantee agencies; 10) Copies of all other contracts in force at statement date of a material amount; and 11) Such other reasonable additional items as may be requested for performance of the audits. C. Other Assistance: The staff of MASCOT and responsible management personnel will be available during the audit to assist the firm by providing information and explanation. Page 6 of 22

7 VI. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS: A. GENERAL REQUIREMENTS: 1) In order to be considered for selection, candidates must submit a complete response to this RFP. Original, so marked, and three (3) copies of your proposal must be submitted to MASCOT. 2) Electronic or facsimile submission of proposals is not acceptable and any such proposals will not be considered. Nothing herein is intended to exclude any responsible candidate or in any way restrain or restrict competition. All responsible candidates are encouraged to submit proposals. 3) Submit proposals in a sealed, opaque envelope with the signed statement below attached to the outside of the envelope. (Leave the date/time received and response no fields blank, these will be filled in by MASCOT staff when your response is delivered.) MASCOT AUDIT & TAX RFP 2014 Wednesday, November 19, 2014 DATE RECEIVED: TIME RECEIVED: RESPONSE NO: Offer and Agreement: In compliance with this Request For Proposal and to all the conditions imposed herein, the undersigned offers and agrees to furnish the goods/services in accordance with the attached signed proposal and the resulting contract. Name of Firm: Address: Name of Representative: Signature of Representative: Date: Telephone Number: ( ) - Fax Number: ( ) - Page 7 of 22

8 B. PROPOSAL PREPERATION: 1) Proposals shall be signed by an authorized representative of the candidate. By signing this proposal, the candidate certifies that it will remain in full compliance with applicable federal, state and local laws in performance of the awarded contract. 2) All information requested must be submitted. Failure to submit all information requested may result in MASCOT requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. MASCOT may reject proposals that are substantially incomplete or lack key information. 3) Proposals should be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be on completeness and clarity of content. 4) Each copy of the proposals should be bound in a single volume where practical. All documentation submitted with the proposal should be bound in that single volume. The proposal package should be clearly marked as: RESPONSE TO MASCOT AUDIT & TAX RFP ) Proposals should have two sections: a) Responses related to the specific requirements outlined in Item C: Qualifications & Approach, in one section and, b) Those related to the specific requirements outlined in Item D: Price, in a separate section. PLEASE NOTE: This is not a requirement for two separate documents; both sections may be contained in a single document simply separate by title pages or other reasonable method. 6) Ownership of all data, materials and documentation originated and prepared for MASCOT pursuant to the RFP shall belong exclusively to MASCOT and be subject to public inspection after the award is made, except as prohibited by law. Page 8 of 22

9 C. SPECIFIC REQUIREMENTS QUALIFICATIONS & APPROACH: This information is intended to allow MASCOT to adequately evaluate your understanding of the audit requirements, the soundness of your technical approach and your qualifications to perform the scope of work. Proposals may include additional information relevant to this intent, at their discretion. Please prepare the items requested below in a separate section of your proposal from those required by ITEM D. It does not need to be in a separate document, but at least on separate pages. This section of the proposal should include: 1) Brief history of the firm, including number of years in business, and size of firm; 2) Specific experience of the firm with similar audits and/or tax preparation performed within the last six (6) years, particularly relating to combined Federal & State Audits for nonprofit organizations; 3) A copy of the results of the most recently performed peer review; 4) Names, addresses, and telephone numbers of clients who may be contacted for reference; 5) A copy of relevant business & professional licenses; 6) Information regarding relevant experience, education, continuing education and professional designation of the individuals who will be assigned to the engagement, including the roles of each (i.e. Primary Field Work, Oversight, Writing of Financial Statements). This should include relevant experience of each in auditing State and Federal grants and may include and professional affiliations. 7) A concise statement by the prospective Auditor of their understanding of the work to be done, which may include reference to the provisions in the Scope section of this RFP as appropriate, any relevant items not included in the scope, with brief descriptions of the audit approach that includes work efforts of subsequent years; 8) For the fiscal year ending June 30, 2014: Given an estimated award date of September 5 th, 2014, a Work Plan/timeline that will ensure that the audit is complete and the financial statements ready for distribution by the target date of March 20, This should include the approximate date the audit will begin (including issue date of prepared by client requests, preliminary fieldwork) and end, as well as approximate dates for delivery of the draft financial statements and/or Auditor's reports, final reports and presentation to the board of directors; 9) For the fiscal years ending June 30, 2015 through 2018: A work plan/timeline that includes the approximate dates the audits will begin (including issue date of prepared by client requests, preliminary fieldwork) and end, as well as approximate dates for delivery of the draft financial statements and/or Auditor's reports, final reports and presentation to the board of directors. This timeline should also include the preparation of taxes. Page 9 of 22

10 10) A statement: a) Of/how the firm qualifies as independent of MASCOT as that term is defined by applicable auditing standards; b) That the firm and the partner assigned to the engagement are licensed to perform the audit as provided by applicable laws in the State of Alaska; c) That the firm has not been suspended or debarred from performing government audits or from other government activity; d) Whether or not the firm has been the object of any disciplinary action during the past three (3) years; e) Whether or not the firm contracts with small businesses, minority-owned firms or women s business enterprises to assist in performing audit work; and f) That the firm will provide adequate supervision on a day-to-day basis and that the resulting work papers shall be adequate and shall be available for routine review by appropriate Auditors of the Federal, State and local governments and grantors of MASCOT for the required retention period. Page 10 of 22

11 D. SPECIFIC REQUIREMENTS PRICE: Please prepare the items requested below in a separate section of your proposal. (It does not need to be in a separate document, but at least on separate pages). 1) Separately for each fiscal year of the five year period the proposed fee for the audit, and proposed fee for the tax preparation as two separate line items for each fiscal year. 2) Your total fee for each item (Audit and Taxes) must include all costs for performance of the scope including labor and other costs such as production, word processing, postage, supplies etc. An example is provided below: Year Ending June 30, 2014 Audit: $(Total Fee Amount) Tax Preparation: $(Total Fee Amount) (Include Year ends ) NOTE: This request for proposals does not require a detailed breakdown of the elements composing the total price such as labor costs by estimated time and rate, items included in other costs and other items such as overhead and general/administrative costs with the initial response. However, MASCOT reserves the right to request such information, at its sole discretion for use in determining a fair and reasonable price during the evaluation period as described in this RFP. E. ORAL PRESENTATION: Candidates who submit a proposal in response to this RFP may be required to give an oral presentation of their proposal to the MASCOT Board of Directors, board committee and/or Executive staff. This will provide an opportunity for the candidate to clarify or elaborate on the proposal but will in no way change the original proposal. MASCOT will schedule the time and location of these presentations. Oral presentations are an option of the purchasing agency and may not be conducted; therefore, proposals should be complete. Page 11 of 22

12 VII. MASCOT FEES: The fee will be in the form of a fixed contract price for each fiscal year and item (Audit &Tax Preparation). The Independent Auditor and MASCOT must mutually agree upon fees for additional services as outlined in the resulting contract.. VIII. EVALUATION AND AWARD CRITERIA: A. EVALUATION CRITERIA: Evaluation of proposals will consider both Qualification & Approach (Technical) and Price in order to obtain the best value to MASCOT. All evaluation criteria under Qualification & Approach when combined will be weighted more significantly than those criteria under Price. However, MASCOT will make the award to the responsible Proposer whose proposal is most advantageous to MASCOT. Accordingly, MASCOT may not necessarily make an award to the Proposer with the highest technical ranking nor award to the Proposer with the lowest Price Proposal if doing so would not be in the overall best interest of MASCOT. For example, as proposals are considered by MASCOT to be more equal in their technical merit, the evaluated cost or price becomes more important so that when technical proposals are evaluated as essentially equal, cost or price may be the deciding factor. Prospective Auditors must demonstrate in the proposal that at a minimum, they: 1) Meet applicable State licensing requirements or other legal requirements enabling them to perform the audit, 2) Meet Applicable independence standards, 3) Have a record of responsible work, and 4) Comply with applicable requirements for peer review and continuing professional education. QUALIFICATION / Approach CRITERIA: This criteria will include the following, listed in no specific order: 1) The skill, experience and training of the specified persons who will be performing the services requested; 2) The Auditor's understanding of MASCOT s needs, the objectives of the audit and the final products to be delivered; 3) The practicality, reasonableness and advantages of the approach: including realistic estimates of time, effective procedures and consideration of risk and materiality to determine the extent of audit testing and review; 4) The prior experience and reputation of the Auditor in auditing nonprofit organizations similar to MASCOT; and 5) Ability to complete the audit and submit the financial statements and Auditor's reports by the required deadline. Page 12 of 22

13 VIII. EVALUATION AND AWARD CRITERIA (continued) PRICE CRITERIA: This criteria will include the following, listed in no specific order: 1) Total combined amount of all fees for the resulting contract period; 2) Total combined amount of all audit fees for the resulting contract period; 3) Total combined amount of all tax fees for the resulting contract period; 4) Proposed payment terms B. AWARD: The selection process will be in accordance with fair competitive standards. MASCOT may accept one of the initial proposals if acceptance of the most favorable initial proposal without discussion would result in a fair and reasonable price. Therefore, as an award may be made without discussion of proposals received, proposals should be submitted initially on the most favorable terms possible, from a price and technical standpoint. MASCOT may, at its sole discretion, engage in individual discussions with two or more candidates deemed to be within competitive range on the basis of initial responses and with emphasis on professional competence, to provide the required services. Repetitive informal interviews shall be permissible. Such candidates shall be encouraged to elaborate on their qualifications and performance data or staff expertise pertinent to the audit. At the discussion stage, MASCOT may request detailed information making up the price included in the initial proposal including labor rates and hour estimates as well as direct/overhead, general/administrative costs and profit. Proprietary information from competing candidates shall not be disclosed to the public or to competitors. At the conclusion of the discussion, on the basis of the selection criteria listed in this Request for Proposals and all information developed in the selection process to this point, MASCOT may recommend award in accordance with those terms. However, at this point, MASCOT alternatively may select two or more candidates whose professional qualifications and proposed services are deemed most meritorious; to request those candidates to submit a Best and Final Offer (BAFO). In this instance, MASCOT will evaluate the BAFO in accordance with terms of the solicitation and recommend award in accordance with those terms Notice of intent to award will be furnished to all proposers, allowing for five business days for the filing of protests. Award will made following the end of the protest period, if no protests are filed, after receipt of approval to award is received from applicable authority. A formal contract/agreement will be signed incorporating the terms of this RFP at the culmination of the proposal process. Page 13 of 22

14 IX. GENERAL TERMS AND CONDITIONS: NOTICE: A formal contract/agreement incorporating the terms of this RFP will be signed at the culmination of the proposal process. A. GENERAL 1) These contract provisions shall apply to all work performed on the contract. 2) Except as otherwise provided for in each section, the Contractor shall insert in each subcontract all of the stipulations contained in these Required Contract Provisions and further require their inclusion in any lower tier subcontract or purchase order that may in turn be made. The Required Contract Provisions shall not be incorporated by reference in any case. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with these Required Contract Provisions. 3) A breach of any of the stipulations contained in these Required Contract Provisions shall be sufficient grounds for termination of the contract. 4) In this contract, FTA means Federal Transit Administration; Purchaser means MASCOT. B. Clarification of Terms: If any prospective candidate has questions about the specifications or other solicitation documents, the prospective candidate should contact in writing, the contract officer whose name appears on the face of the solicitation, no later than five days before the due date. Any revisions to the solicitation will be made only by addendum issued by the contract officer. C. Payment Terms: Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. However, this shall not affect offers of discounts for payment in less than 30 days. D. Invoices: Invoices for services ordered, delivered and accepted shall be submitted by the contractor to the attention of the Executive Director and mailed or delivered to MASCOT at the main address indicated. E. Default: In case of failure to deliver goods or services in accordance with the contract terms and conditions, MASCOT, after due oral or written notice, may procure them from other sources and hold the contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which MASCOT may have and/or as outlined in the resulting contract. Page 14 of 22

15 F. Assignment of Contract: A contract shall not be assignable by the contractor in whole or in part without the written consent of MASCOT. G. Debarment Status: By submitting their proposal, all candidates certify that they are not currently debarred from submitting proposals on contracts by any organization receiving Federal Funds, nor are they an agent of any person or entity that is currently debarred from submitting proposals to organizations receiving Federal Funds. H. Applicable Law and Courts: Any contract resulting from this solicitation shall be governed in all respects by the laws of the State of Alaska and any litigation with respect thereto shall be brought in the courts of the State of Alaska. The contractor shall comply with applicable federal, state and local laws and regulations. I. Qualifications of Candidates: MASCOT may make such reasonable investigations as deemed proper and necessary to determine the ability of the candidate to perform the work and the candidate shall furnish to MASCOT all such information and data for this purpose as may be requested. MASCOT reserves the right to inspect a candidate s physical facilities regarding the candidate s capabilities. MASCOT further reserves the right to reject any proposal if the evidence submitted by or investigations of such candidate fails to satisfy MASCOT that such candidate is properly qualified to carry out the obligations of the contract and to complete the work contemplated herein. J. Ethics in Public Contracting: By submitting their proposals, all candidates certify that: (1) their proposals are made without collusion or fraud; (2) they have not offered or received any kickbacks or inducements from any other candidate, supplier, manufacturer or subcontractor in connection with their proposal; and (3) they have not conferred on any employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged. Page 15 of 22

16 X. FEDERAL TERMS AND CONDITIONS A. ENERGY CONSERVATION REQUIREMENTS Energy Conservation The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. B. LOBBYING Byrd Anti-Lobbying Amendment, 31 USC 1352, as amended by the Lobbying Disclosure Act of 1995, 2 USC 1601, et seq. Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR 20, New Restrictions on Lobbying. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-federal funds with respect to that Federal contact, grant or award covered by 31 USC Such disclosures are forwarded from tier to tier up to the Purchaser. C. ACCESS TO RECORDS AND REPORTS 1) Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 CFR 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 3) The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until MASCOT, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Page 16 of 22

17 D. FEDERAL CHANGES Contractor shall at all times comply with all applicable Federal Transit Administration regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between American Samoa Government and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. E. NO GOVERNMENT OBLIGATION TO THIRD PARTIES (1) MASCOT and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to MASCOT, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. F. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA, the Government reserves the right to impose the penalties of 18 U.S.C and 49 U.S.C. 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. Page 17 of 22

18 G. TERMINATION a) Termination for Convenience (General Provision) The Purchaser may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the Purchaser to be paid. If the Contractor has any property in its possession belonging to the Purchaser, the Contractor will account for the same, and dispose of it in the manner the Purchaser directs. b) Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the Purchaser may terminate this contract for default. Termination shall be effected by serving a notice of termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the Purchaser that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the Purchaser, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c) Opportunity to Cure (General Provision) The Purchaser in its sole discretion may, in the case of a termination for breach or default, allow the Contractor 30 days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to the Purchaser's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by Contractor of written notice from the Purchaser setting forth the nature of said breach or default, the Purchaser shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude the Purchaser from also pursuing all available remedies against Contractor and its sureties for said breach or default. d) Waiver of Remedies for any Breach In the event that the Purchaser elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the Purchaser shall not limit the Purchaser's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e) Termination for Convenience (Professional or Transit Service Contracts) The Purchaser, by written notice, may terminate this contract, in whole or in part, when it is in the Purchaser s interest. If this contract is terminated, the Purchaser shall be liable only for payment under the Page 18 of 22

19 payment provisions of this contract for services rendered before the effective date of termination. f) Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the Purchaser may terminate this contract for default. The Purchaser shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Purchaser. i) Termination for Convenience of Default (Cost-Type Contracts) The Purchaser may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the Purchaser or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the Contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the Purchaser, or property supplied to the Contractor by the Purchaser. If the termination is for default, the Purchaser may fix the fee, if the contract provides for a fee, to be paid the Contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the Purchaser and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the Purchaser, the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the Purchaser determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the Contractor, the Purchaser, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. H. SUSPENSION AND DEBARMENT This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR , or affiliates, as defined at 49 CFR , are excluded or disqualified as defined at 49 CFR and Page 19 of 22

20 The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by MASCOT. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to MASCOT, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. I. CIVIL RIGHTS REQUIREMENTS 1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 USC 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 USC 6102, section 202 of the Americans with Disabilities Act of 1990, 42 USC 12132, and Federal transit law at 49 USC 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 USC 2000e, and Federal transit laws at 49 USC 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Purchaser of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Purchaser of Labor," 41 CFR Parts 60 et seq., (which implement Executive Order No , "Equal Employment Opportunity," as amended by Executive Order No , "Amending Executive Order Relating to Equal Employment Opportunity," 42 USC 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. 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. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 USC 623 and Federal transit law at 49 USC 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason Page 20 of 22

21 of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 USC 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. d) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. J. DISADVATIAGED BUSINESS ENTERPRISE (DBE) 1.) The Disadvantaged Business Enterprise (DBE) Program requirements for this contract are found at Alaska DOT&PF Standard Specifications for Highway Construction, Statewide Special Provisions Section 120. Section 120 is incorporated by reference. K. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS All contractual provisions required by the U.S. Department of Transportation as set forth in FTA Circular F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any American Samoa Government requests which would cause the American Samoa Government to be in violation of the FTA terms and conditions. XI. SPECIAL CONDITIONS: A. OWNERSHIP OF MATERIAL: Ownership of all data, material, and documentation originated and prepared for MASCOT pursuant to the RFP shall belong exclusively to MASCOT and be subject to public viewing after award, except as otherwise provided by this RFP or applicable law. B. PROPOSAL ACCEPTANCE PERIOD: This proposal shall be binding upon the candidate for sixty (60) calendar days following the proposal opening date. Any bid or proposal on which the candidate shortens the acceptance period may be rejected. C. WORK PAPERS: Page 21 of 22

22 The auditor hereby agrees to retain all books, records, and other documents relative to this contract for five (5) years after final payment. MASCOT, its authorized agents, and/or State Auditors shall have full access to and the right to examine any of said materials during said period. D. CANCELLATION OF CONTRACT: MASCOT reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty upon 60 days written notice to the contractor. Any contract cancellation notice shall not relieve the contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effect. In the event that the CONTRACT terminates, for any reason, MASCOT may award the CONTRACT to the next highest scored respondent deemed to be in competitive range without reissuance of an RFP. E. EXTENSION OF CONTRACT: This contract may be extended by MASCOT upon written agreement of both parties for up to four (4) years through four (4) one year, under the terms of the current contract, and at a reasonable time (approximately 90 days) prior to the expiration. F. CHANGES TO THE CONTRACT: MASCOT may order changes within the general scope of the contract at any time by written notice to the auditor. The auditor shall be compensated for any additional costs incurred as the result of such order and shall give MASCOT a credit for any savings. Said compensation shall be determined by mutual agreement between the parties in writing. XII. METHOD OF PAYMENT: The Board of Directors will approve payment upon approval and acceptance of the audited financial statements other required reports and completed tax returns for the fiscal year. Other terms of payment must be negotiated and included in the contract. Page 22 of 22