Notice of Request for Proposals

Wickenburg Unified School District 101 East Coconino St.

Wickenburg, AZ 85390

928.668.5350

Solicitation No: RFP #26-39-30 Description: Audit Services

This solicitation document originated on the District’s website, https://www.wickenburgschools.org/Page/3373, which serves as its official site for all related materials. The District shall not be liable for any solicitation documents or materials obtained by any other source. The District is using a procurement consultant, Sunny Path Associates, that provides Bonfire, an electronic portal for receiving, opening, and recording bids, proposals, and submittals digitally.

All related solicitation documentation is found on the District’s website, https://www.wickenburgschools.org/Page/3373 and https://sunnypathassoc.bonfirehub.com/opportunities.

All inquiries related to this solicitation shall be in writing and submitted via the “Opportunity Q&A” tab in the Bonfire portal, no later than 2:00 PM on February 11, 2026

Date January 22, 2026

Materials/Services Requested Audit Services

Due Date and Time February 18, 2026 no later than 2:00pm MST (local time)

Opening Location and Time https://sunnypathassoc.bonfirehub.com/opportunities

Public opening of the electronic proposals will be held virtually immediately following deadline for receipt.

Participants may use the following details to join:

Microsoft TEAMS Join the meeting now Meeting ID: 294 069 193 631 6 Passcode: B23nX9i2

In accordance with School District Procurement Rules in the Arizona Administrative Code (A.A.C.) promulgated by the State Board of Education pursuant to A.R.S. §15-213, competitive sealed proposals for the materials or services specified, will be received by the Wickenburg Unified School District #9 (“District”), at the above specified location, until the date and time cited. Proposals received by the correct time and date shall be publicly recorded. All other information contained in the Proposals shall remain confidential until the award is made. Physical, faxed or emailed proposals are not acceptable.

Electronic submission is required.

The contract period shall be for one (1) year with an option to renew for up to an additional four one-year periods.

One (1) electronic Proposal is requested. The District will not be responsible for the pre-opening of, post-opening of, or failure to open a Proposal that is not properly submitted. Proposals in response to this solicitation shall be submitted electronically and received on or before the due date and time indicated above. Additional instructions are provided herein for preparing a proposal. Late proposals shall not be considered.

OFFERORS ARE STRONGLY ENCOURAGED TO CAREFULLY READ THE ENTIRE SOLICITATION.

Solicitation Contact:

Denise Bergman Denise Bergman Procurement Manager Email: dbergman@wusd9.org https://www.wickenburgschools.org/Page/3373 https://teams.microsoft.com/l/meetup-join/19%3ameeting_MTVmYzNmZmUtNTc2Ni00ZjU0LWI4MWQtMDlmMWJlMzlkNzhh%40thread.v2/0?context=%7b%22Tid%22%3a%227f13011c-726f-48b1-bbd6-e210388eed7f%22%2c%22Oid%22%3a%22254b7ac6-03f8-4249-840e-1cfcfc6f3c94%22%7d mailto:dbergman@wusd9.org

Table of Contents

Wickenburg Unified School District 101 East Coconino St.

Wickenburg, AZ 85390

928.668.5350

SECTION PAGE

SCOPE OF WORK

SPECIAL TERMS AND CONDITIONS

UNIFORM TERMS AND CONDITIONS

UNIFORM INSTRUCTIONS TO OFFERORS

SPECIAL INSTRUCTIONS TO OFFERORS

PROPOSAL FORMAT

ATTACHMENT 1, OFFER AND ACCEPTANCE FORM

ATTACHMENT 2, QUESTIONNAIRE [Excel format]

ATTACHMENT 3, COST FORM [Excel format]

ATTACHMENT 4, NON-COLLUSION AFFIDAVIT

ATTACHMENT 5, CONFORMANCE AND DISCLOSURE STATEMENTS

ATTACHMENT 6, IRS W-9 FORM

EXHIBIT A, SAMPLE CONTRACT

EXHIBIT B, ELECTRONIC SUBMISSION INSTRUCTIONS

DOCUMENTS REFERENCED

The documents referenced within this solicitation are available at the following websites:

Arizona Auditor General www.azauditor.gov

Arizona Revised Statutes (A.R.S.)

www.azleg.gov

Arizona School District Procurement Rules in the Arizona Administrative Code https://apps.azsos.gov/public_services/Title_07/7-02.pdf

Federal Audit Clearinghouse https://facweb.census.gov/

I.R.S W-9 Form (Request for Taxpayer I.D. Number) www.irs.gov/pub/irs-pdf/fw9.pdf

USFR Compliance Questionnaire (CQ) www.azauditor.gov/usfr-compliance-questionnaire file://PHX2WDC3/Data/Staff/School%20Districts/USFR%20MEMOs/Pending/Audit%20Requirements/www.azauditor.gov https://facweb.census.gov/

Scope of Work

Wickenburg, AZ 85390

928.668.5350

1. Purpose In accordance with A.R.S. §15-213, the purpose of this Request for Proposal (RFP) is to enter into a contract with a qualified Certified Public Accountant or Public Accountant to conduct an annual financial audit of financial transactions and accounts kept by or for the Wickenburg Unified School District, subject to the Single Audit Act Amendments of 1996 (PL 104-156) for the year(s) ending June 30, 2026, June 30, 2027, June 30, 2028, June 30, 2029 and June 30, 2030 and to complete the USFR Compliance Questionnaire. The District reserves the right to suspend the provisions of the contract for any year the District expends less than the qualifying amount of federal awards set forth in the Uniform Guidance.

2. Scope of Services Required

2.1 The selected audit firm will be required to perform an annual financial audit, in accordance with U.S. generally accepted auditing standards, Government Auditing Standards (GAS), issued by the Comptroller General of the United States, and the Uniform Guidance and issue the reports required by those standards and the Uniform Guidance. In addition, the audit firm must complete a USFR Compliance Questionnaire.

2.2 Districts must comply with the USFR. To help determine whether districts are in compliance, the Auditor General has developed the USFR Compliance Questionnaire, which consists of a series of questions the District’s audit firm must complete regarding requirements set forth in the USFR and Arizona Revised Statutes. The audit firm may obtain a copy of the USFR Compliance Questionnaire in the USFR Manual on the Arizona Auditor General website at www.azauditor.gov.

2.3 Changes in Services – Changes in scope, character, or complexity of the service may be negotiated if it is mutually agreed that such changes are desirable and necessary. Such changes must be authorized in writing by the school district and approved by the Arizona Auditor General, prior to the performance of the service.

3. General Information Mandatory Qualifications

3.1 The following qualifications are mandatory for audit firms submitting proposals:

3.1.1 The auditors must be properly licensed certified public accountants or persons working for a licensed certified public accounting firm according to GAS.

3.1.2 The audit firm must meet the independence requirements of GAS.

3.1.3 The audit firm must not have a record of substandard audit work for the last five (5) year(s). The District reserves the right to contact the Arizona State Board of Accountancy to verify the audit firm’s credentials and the Arizona Auditor General to verify that the audit firm has not been debarred or suspended or that such audit firm’s contracts are not routinely rejected for substandard audits.

3.1.4 The audit firm must have an external quality control review performed at least every 3 years in accordance with GAS. The most recent external quality control review report must be included with the proposal.

3.1.5 The audit firm must meet the continuing education requirements of GAS. Therefore, each auditor responsible for planning, directing, conducting, or reporting on GAS audits should complete at least 80 hours of continuing education every 2 years. At least 20 hours should be completed in any 1 year of the 2-year period. At least 24 of the 80 hours of continuing education should be completed in subjects directly related to the government environment, government auditing, or the specific or unique environment in which the District operates.

http://www.azauditor.gov/

Wickenburg, AZ 85390

928.668.5350

4. Description of District and Records to be Audited

4.1 General

4.1.1 The Wickenburg Unified School District, #9 is a political subdivision of the State of Arizona located in Maricopa County. The District consists of approximately 963 students at five (5) schools.

4.1.2 The District operates on a July 1 to June 30 fiscal year. The accounting policies of Wickenburg Unified School District #9 conform to U.S. generally accepted accounting principles as adopted by the Government Accounting Standards Board (GASB)

4.2 Reporting Entity

The District is a special-purpose government that is governed by a separately elected governing body. It is legally separate from and fiscally independent of other state and local governments. Furthermore, there are no component units combined with the District for financial statement presentation purposes, and it is not included in any other governmental reporting entity. Consequently, the District’s financial statements present only the activities of those organizational entities for which its elected governing board is financially accountable.

4.3 District Funds

The District reports the following governmental and enterprise funds and other fund types:

Governmental Number of Funds General Fund 11 Major Fund(s) 3

Non-Major Fund(s) 8

Enterprise Number of Funds Major None Non-Major Fund(s) None

Other Fund Types Number of Funds

Special Revenue Funds None Internal Service None Agency None

4.4 Federal and State Financial Assistance

Federal Projects FY 2022-2023 FY 2023-2024 100-130 ESEA Title I - Helping Disadvantaged Children $279,849 $297,407 111 – Title V – Rural and Low-Income School $414,565 - 116 – Title I D = Delinquent and Neglected - - 140-150 ESEA Title II – Prof. Development and Technology $14,458 $84,465 160 – ESEA Title IV - 21st Century Schools $16,921 $25,792 170-180 ESEA Title V – Promote Informed Parent Choice - - 190 ESEA Title III – Limited English & Immigrant Students - $18,552 200 ESEA Title VII – Indian Education - -

Wickenburg, AZ 85390

928.668.5350

210 ESEA Title VI – Flexibility and Accountability - - 220 IDEA Part B $244,958 $238,920 225 IDEA Preschool $188 $3,212 227 ARP IDEA Preschool $2,937 - 228 ARP IDEA Basic $27,029 - 230 Johnson-O’Malley - - 240 Workforce Investment Act - - 250 AEA – Adult Education - - 260-270 Vocational Education – Basic Grants $53,174 $29,520 280 ESEA Title X – Homeless Education - - ___ ESSER II Grants - - ___ ESSER III Grants - -

___ NSLP - -

290 Medicaid Reimbursement 11,290 105,349.84 374 E-Rate 12,483 21,802.26 378 Impact Aid - - Other Federal Projects Total Federal Project Funds $1,077,851.50 $826,020.10

State Projects FY 2022-2023 FY 2023-2024 Vocational Education $9,823 $5,538 Other State Projects $186,836 $827,374 Total State Project Funds $196,659 $832,912

Total Expenditures (Federal & State) $1,274,510.50 $1,658,932.10

4.5 Deposit of District Monies

4.5.1 In accordance with A.R.S. §15-341(A)(20), the District deposits with the County Treasurer all monies received, except monies allowed to be held in a separate bank account as listed below. The County School Superintendent (or school districts that have assumed accounting responsibility in accordance with A.R.S. §15-914.01) draws warrants on funds on deposit with the County Treasurer upon presentation of a voucher by the District Governing Board to expend District monies on deposit with the County Treasurer.

4.5.2 In addition to maintaining funds on deposit with the County Treasurer, the District maintains several bank accounts in accordance with A.R.S. Below is a list of bank accounts maintained by the District:

Bank Account Name Bank Name and Location Maintenance and Operations Fund Revolving Account JP Morgan Chase, Wickenburg, AZ Miscellaneous Receipts Clearing Account JP Morgan Chase, Wickenburg, AZ

Wickenburg, AZ 85390

928.668.5350

Food Service Fund Clearing Account JP Morgan Chase, Wickenburg, AZ Food Service Fund Revolving Account JP Morgan Chase, Wickenburg, AZ Student Activities Fund Account JP Morgan Chase, Wickenburg, AZ Federal Payroll Tax Withholdings Account JP Morgan Chase, Wickenburg, AZ State Income Tax Withholdings Account JP Morgan Chase, Wickenburg, AZ Employee Insurance Programs Withholdings Account JP Morgan Chase, Wickenburg, AZ Electronic Payments Clearing Account JP Morgan Chase, Wickenburg, AZ Auxiliary JP Morgan Chase, Wickenburg, AZ Student Activity JP Morgan Chase, Wickenburg, AZ

4.6 Magnitude of Financial Activity

4.6.1 The District's total expenditures budgeted for the years ended June 30, 2023, and June 30, 2024, were $10,724,099, and $10,659,099, respectively.

4.6.2 The District has approximately 169 employees with estimated payroll expenditures of $6,110,468 for the year ended June 30, 2023, and for the year ended June 30, 2024, approximately 169 employees with estimated payroll expenditures of $6,501,450.

4.6.3 Annual budgets, annual financial reports, and financial statements for the year ended June 30, 2023, will be sent to interested, qualified audit firms upon request, or may be examined at the District office.

Budgeted Revenues Year Ended Year Ended 30-Jun-23 30-Jun-24

Local $10,829,000 $9,489,783 Intermediate $4,097 - State $2,357,016 $4,302,071 Federal Revenue - $3,901,649 Other Sources $2,525,006 $2,753,184 Total Budgeted Revenues $15,715,119 $20,446,687

Budgeted Expenditures Year Ended Year Ended 30-Jun-23 30-Jun-24

General Fund $10,659,099 $10,864,545

Unrestricted Capital Outlay Fund $360,061 $598,521

Federal Projects Funds $2,075,537 $2,201,359

State Projects Funds $283,304 $4,302,071 Debt Service Funds $4,710,000 $3,600,000 Other Governmental Funds - -

Proprietary Funds - -

Capital Assets $66,457,338 $71,943,907

Wickenburg, AZ 85390

928.668.5350

4.7 Uniform System of Financial Records (USFR)

4.7.1 A.R.S. §15-271 requires the Auditor General in conjunction with the Arizona Department of

Education (ADE) to prescribe a uniform system of financial records for use by school districts. This system has been established in the Uniform System of Financial Records accounting manual.

4.7.2 The USFR includes a Chart of Accounts that provides for the establishment of a complete accounting system. The Chart complies with U.S. generally accepted accounting principles, and meets the requirements of the U.S. Department of Education’s account classifications and A.R.S.

The account codes and titles listed in the chart must be used by the District.

4.7.3 The USFR also provides comprehensive accounting procedures for accounting records, cash, supplies inventory, property control, revenues, expenditures, payroll, travel, and state and federal financial assistance.

5. Report Review, Timing and Number of Copies

5.1 Following completion of draft reports, the audit firm must submit seven (7) copies of the audit reports, management letter, and the USFR Compliance Questionnaire to the audit liaison, James Scott, Executive Director for Business Services, for review.

5.2 Upon completion of the final reports, the audit firm must provide seven (7) paper copies and one electronic copy of the audit reports, management letter, and USFR Compliance Questionnaire to the District. The electronic copies shall be in PDF format. The audit firm must also provide the electronic copies of the audit reports, management letter, and USFR Compliance Questionnaire to the Office of the Auditor General, Accounting Services Division and ADE’s Grant Management Division and send a paper copy or electronic copy of the applicable audit reports to the District’s county school superintendent’s office.

5.3 Additionally, the audit firm must submit one copy of the audit reporting package and data collection form to the Federal Audit Clearinghouse.

5.4 The audit firm will make no other distribution unless approved by the District.

5.5 A.R.S. §§15-914(E) and 41-1279.21(A)(4) require the Auditor General to ensure that completed audits are conducted in accordance with U.S. generally accepted auditing standards, GAS, the Uniform Guidance, and the minimum audit and reporting standards prescribed by the Auditor General. An audit will not be accepted as meeting the requirements of this section until it has been approved by the Auditor General.

6. Exit Conference Requirements The audit firm must be available to participate in one or more exit conferences with members of the District and the District Governing Board. Exit conferences must be coordinated through the audit liaison, James Scott, Executive Director for Business Services. The purposes of the exit conferences are to discuss the draft audit reports with the District, identify any errors, and obtain comments on report findings and recommendations. In addition, the Audit Firm should review the District’s USFR noncompliance findings with the School District officials.

7. Audit Documentation The audit firm shall retain the audit documentation in its entirety for a period of 5 years after the date of the audit reports, unless the Auditor General requests a longer retention period. The audit documentation shall be subject at all reasonable times to review upon request by the Auditor General or her designee, ADE, the United States Government Accountability Office, other appropriate governmental agencies, or produced at the Office of the Auditor General, if so requested.

8. Assistance Available to Audit Firms

8.1 Previous Audit Reports and Audit Documentation

8.1.1 The most recent audit of the District was performed for the 2023-2024 year that ended June 30, 2024 by CWDL; phone (480) 608-1750. The audit firm’s report contained a qualified opinion with no major findings.

Wickenburg, AZ 85390

928.668.5350

8.1.2 Audit documentation related to the aforementioned audit is available for inspection by contacting CDWL; 7047 E. Greenway Parkway, Suite 250, Scottsdale, AZ 85254; or by phone at phone (480) 608-1750.

8.1.3 The District utilized AVIX One Consulting during fiscal year 2023-24 as a financial consultant.

8.1.4 The cost for the FY 2023 audit year was approximately $28,500.

8.2 District Assistance

District officials and staff will be available to assist the audit firm by providing information, documentation, and explanations as required. James Scott, Executive Director for Business Services, will be the audit liaison between the District and the audit firm.

8.3 Grantor Assistance

Questions or requests for assistance concerning federal grants should be directed to ADE’s Grants Management Division or the applicable ADE federal program area.

9. Procurement Schedule The following tentative dates will apply for this Request for Proposals.

Activity Date (Tentative)

9.1 Release of RFP January 22, 2026

9.2 Questions Due via Q&A February 11, 2026

9.3 Proposals Due February 18, 2026 @ 2:00pm MST

9.4 Initial Evaluation

Please have staff available at that time to respond to questions.

February 19 – March 13, 2026

9.5 Discussions (if any) Week of March 16-20, 2026

9.6 Best and Final Offer (If applicable) March 20, 2026

9.7 Contract/Governing Board Award April 14, 2026

9.8 Initial Audit – Preliminary Work for FY 2025/26 July, 2026

9.9 Preliminary Report Draft October 31, 2026

9.10 Final Report December 31, 2026

Special Terms and Conditions

Wickenburg, AZ 85390

928.668.5350

1. Purpose In accordance with A.R.S. §15-213, the purpose of this Request for Proposal (RFP) is to enter into a contract with a qualified Certified Public Accountant or Public Accountant to conduct an annual financial audit of financial transactions and accounts kept by or for the Wickenburg Unified School District.

2. Authority This solicitation, as well as any resulting contract is issued under the authority of the Governing Board or designee.

No alteration or any resulting contract may be made without the express written approval of the District in the form of an official contract amendment. Any attempt to alter any contract without such approval is a violation of the contract and the School District Procurement Rules. Any such action is subject to legal and contractual remedies available to the District inclusive of, but not limited to, contract cancellation, suspension and/or debarment of the contractor.

3. Contract Type Fixed Price

4. Term of Contract

4.1 This contract shall be for a term of one (1) year with an option to renew for four (4) additional years, not to exceed the maximum allowable five (5) year term. In accordance with A.A.C. R7-2-1042(A)(3)(b), the District intends to award a multi-term contract beginning with the audit of FY 2025-26.

4.2 This contract can be canceled with a written notification of 30 days in advance of cancellation from either party. The contract may be terminated by either party prior to the expiration date upon thirty (30) days written notice to the other party. Cancellation of the contract shall not relieve the contractor of responsibility for satisfaction of all work that should have been done up to the last day of the contract.

4.3 If the monies are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year, the contract shall be canceled. If the type or frequency of audits the District is required to obtain in a subsequent fiscal year changes or the District is no longer required to obtain an audit, the contract may be amended or canceled. If the contract is canceled, the audit firm shall be reimbursed for the reasonable value of any nonrecurring cost incurred but not amortized in the price of services delivered under the contract or which are otherwise not recoverable.

5. Non-Exclusive Contract Any contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of the District. The District reserves the right to obtain like services from other sources.

6. Price Clause Prices shall be firm for the term of the Contract. Prices as stated must be complete for all services offered and shall include all associated costs.

7. Price Adjustment The District may review a fully documented request for a price increase only after the contract has been in effect for one (1) year. A price increase adjustment shall only be considered at the time of a contract extension and shall be a factor in the extension review process. The District shall determine whether the requested price increase or an alternate option is in the best interest of the District. A price reduction adjustment may be offered at any time during the term of a contract and shall become effective upon notice.

8. Contract Award The district anticipates award to a single offeror, which is tentatively slated for approval at the April 2026 Governing Board meeting. This date may be changed if deemed advantageous by the School District.

Wickenburg, AZ 85390

928.668.5350

9. Award Basis

9.1 In accordance with A.A.C. R7-2-1050, the successful Offeror will be determined by Evaluation Criteria outlined in the Special Instructions to Offerors, including but not limited to pricing, or other incentives offered. Award will not be made based on price alone.

9.2 However, if a Contract receives a contract award and is unable to meet the service requirements as outlined in this Solicitation (and subsequent contract), or is unable to hold the contract price, or fails to provide acceptable service as determined by the District, the District reserves the right to go to the next highest ranked vendor if this determination occurs within a reasonable time period after contract award.

10. Key Personnel

10.1 It is essential that Contractor provides adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this contract. Contractor must agree to assign specific individuals to the key positions. Contractor agrees that, once assigned to work under this contract, key personnel shall not be removed or replaced without written notice to District.

10.2 If key personnel are not available for work under this contract for a continuous period exceeding thirty (30) calendar days or are expected to devote substantially less effort to the work than initially anticipated, Contractor shall immediately notify District and shall, subject to the concurrence of the District, replace such personnel with personnel of substantially equal ability and qualifications.

11. Licenses Contractor shall maintain in current status, all federal, state, and local licenses and permits required for the operation of the business conducted by the Contractor. Further, the materials and services supplied under this Contract shall also comply with all applicable Federal, state, and local laws. Contractor shall present copies of any license, certification or permit as requested by the District.

12. Authorization for Services Authorization for the purchase of services shall be made only upon the issuance of a Purchase Order that is signed by an authorized agent. The Purchase Order will indicate the contract number and the dollar amount of funds authorized. The Contractor shall only be authorized to perform services up to the amount on the Purchase Order. The District shall not have any legal obligation to pay for services in excess of the amount indicated on the Purchase Order. No further obligation for payment shall exist unless:

12.1 the Purchase Order is changed or modified with an official Change Order; and/or

12.2 an additional Purchase Order is issued for purchase of materials or services under this Contract.

13. Invoicing All billing notices and/or invoices must be sent to the District’s Accounts Payable department, as shown on the purchase orders. All invoices shall identify the specific item(s) being billed, including but not limited to labor, supplies, equipment, etc. Any purchase order issued by the District will refer to this Solicitation number.

14. Insurance

14.1 Contractor shall be required to provide proof of and maintain coverages, with limits of liability not less than the following:

Commercial General Liability – Liability arising out of activities performed by or on behalf of Contractor:

General Aggregate $2,000,000 Products – Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000

Wickenburg, AZ 85390

928.668.5350

The policy shall be endorsed to include the following specific language: "Wickenburg Unified School District #9 is named as additional insured with respect to liability arising out of the activities performed by, or on behalf of Contractor."

Business Automobile Liability – Bodily injury and property damage for any owned, hired, and non-owned vehicles used in the performance of the Contract.

Combined Single Limit (CSL) $1,000,000

The policy shall be endorsed to include the following language: "Wickenburg Unified School District #9 is named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of Contractor, including automobiles owned, leased, hired or borrowed by Contractor."

Workers’ Compensation and Employers' Liability

Workers' Compensation Statutory Each Accident $100,000 Disease -Each Employee $100,000 Disease -Policy Limit $500,000

Professional Liability (Errors and Omissions Liability)

Each Claim $2,000,000 Annual Aggregate $2,000,000

14.2 In the event that the Professional Liability insurance required by this Contract is written on a claims-made basis, the Contractor warrants that any retroactive date under the Policy shall precede the effective date of this Contract; and, either continuous coverage will be maintained or an extended discovery period will be exercised, for a period of two (2) years beginning at the time work under this Contract is completed.

14.3 The Policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Work of this Contract.

14.4 Additional Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions:

14.4.1 Contractor's insurance coverage shall be primary insurance and noncontributory with respect to all other available sources.

14.4.2 Coverage provided by Contractor shall not be limited to the liability assumed under the indemnification provisions of this Contract.

15. Damages Contractor shall be liable for any and all damage caused by its employees to the District premises. Contractor shall hold and save the District free and harmless from liability of any nature or kind arising from any use, trespass, or damage occasioned by its operations on premises or third persons.

16. Disentanglement Upon any termination or expiration of the Contract, vendor shall perform a complete transition of services, data and all other pertinent operational information to a replacement vendor(s) designated by the District without causing any interruption of services, or any adverse impact on related services provided in conjunction with the Contract.

17. Relationship of the Parties It is understood and agreed that the awarded firm is a separate legal entity from the District and neither the firm nor any of their employees, volunteers, or agents contracted by it shall be deemed for any purposes to be employees or agents of Wickenburg Unified School District #9. The vendor assumes full responsibility for the actions of its

Wickenburg, AZ 85390

928.668.5350 personnel and volunteers while performing any services incident to the Agreement, and shall remain solely responsible for their supervision, daily direction and control, payment of salary (including withholding of income taxes and social security), workers’ compensation, disability benefits and like requirements and obligations.

18. Changes in the Scope of Work During the duration of this contract there may be opportunity for special projects or changes in the scope of work due to State and/or Federal requirements for services not otherwise described within the scope of work. Changes in the scope, character, or complexity of the work may be negotiated if it is mutually agreed that such changes are desirable and necessary. Such changes must be authorized in writing by the District and approved by the Procurement Officer, prior to the performance of the work.

19. Occupied Campus Restrictions

19.1 Alcohol, Illicit Drugs and Smoking. The use or possession of alcoholic beverages or illicit drugs will not be permitted on the school's property. Contractor’s employees who show evidence of an impaired condition must not be permitted to remain on the premises. Smoking is also not permitted on any district premises.

19.2 Parking. Contractor shall park in designated parking areas, as directed by District staff.

19.3 Weapons. The District does not allow any weapons on the premises, which includes within vehicles.

Local authorities may be contacted if a Contractor’s employee has any weapon onsite.

19.4 No Contact or Offensive Language. Contractor nor its employees shall have contact with any persons aside from the Solicitation Contact and designated District staff. Contractor shall refrain from contact with any student, parent, community member or any staff while onsite for the performance of the work.

Profanity or any other type of offensive language will not be tolerated, and the contractor’s employee will be escorted off property.

19.5 Identification. Contractor’s employees shall be neat and clean in appearance and shall wear a clearly visible identification badge. It is the Contractor’s responsibility to obtain such identification and maintain badges in good repair. The badge shall have the employee's name, photograph, and company name on the face of the badge and must always be displayed while the employee is on the premises. No employee will be allowed to work in the building without such badge. Failure to have any of these items may result with the employee being escorted off property.

19.6 Proper Attire. Contractor’s employees should wear proper attire that is free of any stains, rips or tears and does not have any disparaging terms, graphics, images or profanity in any way. If contractor’s employees appear onsite with any of these items will result with the employee being escorted off property.

19.7 Lunch/Break Periods. Offeror's employees shall take breaks and lunch periods in designated areas.

Under no condition shall employees utilize offices or other unauthorized areas for break or lunch periods.

19.8 District Property and Equipment. Offeror shall ensure that their employees do not use any office equipment, radios, telephones or other equipment located in the facility without prior approval.

20. Family Educational Rights and Privacy Act (FERPA)

20.1 The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR Part 99) is a

Federal law that protects the privacy of student education records. The law applies to all schools that receive funds under an applicable program of the U.S. Department of Education.

20.2 Offeror understands information access may include sensitive, personal or confidential information and accepts responsibility for safeguarding this data as appropriate. Offeror understands this compliance is required under Federal Law and recognizes severe penalties shall occur with any violation. Conformance is required as part of the Offer.

21. Information Access and Data Security Contractor shall establish and maintain procedures and controls for the purpose of maintaining data safety and integrity of the information accessed in its records or materials obtained by the District. The Contractor and its

Wickenburg, AZ 85390

928.668.5350 employees, agents and subcontractors shall comply with all policies and procedures of the District regarding data access, privacy, and security, including those prohibiting or restricting remote access to the District’s systems and data. The Contractor shall provide to such personnel only such level of access as is minimally necessary to perform the tasks and functions for which such personnel are responsible.

22. Lobbying

22.1 Offerors are hereby advised that lobbying is not permitted with any District personnel or Board Members related to or involved with this solicitation until the Administration’s recommendation for award has been approved by the Governing Board. All inquiries must be directed through the Solicitation Contact.

22.2 Offeror warrants that it will not engage in lobbying activities, as defined in 40 CFR part 34 and A.R.S. § 41-1231, et seq., using monies awarded under the Contract, provided that, the foregoing does not intend to constrain Offeror’s use of its own monies or property, including without limitation any net proceeds duly realized under the Contract or any value thereafter derived from those proceeds; and, upon award of the Contract, it will disclose all lobbying activities to the District to the extent they are an actual or potential conflict of interest or where such activities could create an appearance of impropriety. Offeror shall also include an equivalent no-lobbying provision in all Subcontracts.

22.3 Lobby is defined as “any action taken by an individual, firm, association, joint venture, partnership, syndicate, corporation, and all other groups who seek to influence the Governmental Decision of a Board Member or ANY District Personnel after release and prior to the award of this contract by all entities.” Any Offeror or any individuals that lobby on behalf of the Offeror during the time specified will result in the rejection and disqualification of said solicitation.

23. Conflict of Interest Pursuant to A.R.S. § 38-511, the District may cancel any resultant contract within three (3) years after execution without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the District is or becomes at any time while the Contract or an extension of the Contract is in effect an employee of or a consultant to any other party to this Contract with respect to the subject matter of the Contract. The cancellation shall be effective when the Contractor receives written notice of the cancellation unless the notice specifies a later time.

24. Gratuities

24.1 The District, by written notice, may terminate the Contract in whole or in part, if the school district determines that employment or a gratuity was offered or made by the Contractor or a representative of the Contractor to any officer or employee of the school district for the purpose of influencing the outcome of the procurement or securing the Contract, an amendment to the Contract, or favorable treatment concerning the Contract, including making of any determination or decision about contract performance.

24.2 The District will not accept any gifts, gratuities or advertising products from firms. The District has adopted a zero-tolerance policy concerning gifts.

25. Collusion If the school district determines that any person or vendor has offered, conferred or agreed to confer any personal gift or benefit on any employee of the school district who supervised or participated in the planning, recommending, selecting or contracting of the Contract, the District, by written notice, may terminate the Contract in whole or in part, if it appears that any person has not complied with A.R.S. § 15-213(O).

26. Required Contract and Additional Agreements

26.1 The selected firm may be expected to draft a proposed contract for submission to the Auditor General for approval prior to any performance of services. The Auditor General will review the proposed contract and approve or disprove it in accordance with A.R.S.§15-914 (E) and A.R.S. § 41-1279.21 (A)(4) and A.A.C.

R4-44-117. The contract will be awarded based on demonstrated competence and qualifications to perform the required services at fair and reasonable compensation. The contract will be fully executed by the District and the selected audit firm only upon approval by the Auditor General. A sample contract is

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928.668.5350 provided as Exhibit A for reference.

26.2 Any additional subscriber and/or user agreement(s) shall not supersede the aforementioned contract, nor the Contract Order of Precedence outlined in the Uniform Terms and Conditions and shall be without force. Any licensing, user or other type of agreement Firm requests must be included in the response.

The District reserves the right to review and make changes to any proposed contract above and beyond the District's proposed contract.

Uniform Terms and Conditions

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1. Contract Interpretation

1.1 Arizona Law. The laws of Arizona apply to this Contract including, where applicable, the Uniform Commercial

Code as adopted by the State of Arizona and the Arizona School District Procurement Code, Arizona Revised Statutes (A.R.S.) § 15-213, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 7, Chapter 2, Articles 10 and 11.

1.2 Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it.

1.3 Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the District and as they may be amended, the following shall prevail in the order set forth below:

1.3.1 Amendments

1.3.2 Special Terms and Conditions;

1.3.3 Uniform Terms and Conditions;

1.3.4 Statement or Scope of Work;

1.3.5 Specifications;

1.3.6 Attachments;

1.3.7 Exhibits;

1.3.8 Documents referenced or included in the Solicitation; and

1.3.9 Offeror’s Response.

1.4 Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract.

1.5 Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract.

1.6 No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding.

1.7 No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it.

2. Contract Administration and Operation

2.1 Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each subcontractor to retain all data and other “records” relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the District at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

2.2 Non-Discrimination. The Contractor shall comply with State Executive Order No. 2009-09 and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act.

2.3 Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor’s or any subcontractor’s books and records shall be subject to audit by the District and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract.

2.4 Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, subcontractor facilities and the Contractor’s processes or services, at reasonable times for inspection of the facilities or materials covered under this Contract. The District shall also have the right to test, at its own cost, the materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor materials testing shall constitute final acceptance of the materials or services. If the District determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs incurred by the District for

Wickenburg, AZ 85390

928.668.5350 testing and inspection.

2.5 Notices. Notices to the Contractor required by this Contract shall be made by the District to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the District required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise stated in the Contract. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary.

2.6 Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

2.7 Property of the District. Any materials, including reports, computer programs and other deliverables, created under this Contract are the sole property of the District. The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the District.

2.8 Ownership of Intellectual Property. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of this contract and any related subcontract (“Intellectual Property”), shall be work made for hire and the District shall be considered the creator of such Intellectual Property. The District shall own the entire right, title and interest to the Intellectual Property throughout the world. Contractor shall notify the District, within thirty (30) days of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the District and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the District. The Intellectual Property shall not be disclosed by contractor or its subcontractor(s) to any entity not the District without the express written authorization of the District.

2.9 Federal Immigration and Nationality Act. The contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract. Further, the contractor shall flow down this requirement to all subcontractors utilized during the term of the contract. The District shall retain the right to perform random audits of contractor and subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the District determine that the contractor and/or any subcontractors be found noncompliant, the District may pursue all remedies allowed by law, including, but not limited to; suspension of work, termination of the contract for default and suspension and/or debarment of the contractor.

2.10 E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A.

2.11 Offshore Performance of Work Prohibited. Any services that are described in the specifications or scope of work that directly serve the District and involve access to secure or sensitive data or personal Wickenburg Unified data shall be performed within the defined territories of the United States. Unless specifically stated otherwise in the specifications, this paragraph does not apply to indirect or 'overhead' services, redundant back-up services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers.

2.12 Business Standing. In accordance with A.R.S. § 10-1501, a Contractor whose business structure requires that documents be filed regularly with the Arizona Corporation Commission (ACC) must remain in good standing with the ACC during the term of the Contract. An out-of-state firm must file necessary documents with the ACC as doing business in Arizona for Contract award eligibility or may be considered non-responsive.

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3. Costs and Payments

3.1 Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate invoice for payment from the District within thirty (30) days.

3.2 Shipping Terms/Transfer of Title. Shipments shall be F.O.B. Destination (District), Freight Prepaid and Allowed. Shipments shall include all freight delivery and unloading at the destination. Title and risk of loss shall not pass to the District until the District receives the products or materials at delivery point, unless otherwise provided in the Special Requirements of Solicitation, if any.

3.3 Shipping Errors/Risk of Transportation. Shipping errors will be at Contractor’s expense. If Contractor ships products or materials that were not ordered, Contractor shall pay for return shipment at the convenience of the District. All risk of transportation and all related charges shall be Contractor’s responsibility. Contractor shall file all claims for visible or concealed damage. The District will notify Contractor promptly of any damaged products and shall assist Contractor in arranging for inspection.

3.4 Applicable Taxes.

3.4.1 Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.

3.4.2 State and Local Transaction Privilege Taxes. The District is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does not relieve the seller from its obligation to remit taxes.

3.4.3 Tax Indemnification. Contractor and all subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold the State harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.

3.4.4 IRS W-9 Form. In order to receive payment, the Contractor shall have a current I.R.S. W-9 Form on file with the District, unless not required by law.

3.5 Availability of Funds for the Next Fiscal Year. Funds may not presently be available for performance under this Contract beyond the current fiscal year. No legal liability on the part of the School District for any payment may arise under this Contract beyond the current fiscal year until funds are made available for performance of the Contract. The School District will make reasonable efforts to secure such funds.

4. Contract Changes

4.1 Amendments. This Contract is issued under the authority of the Procurement Officer who signed this

Contract. The Contract may be modified only through a Contract Amendment within the scope of the Contract. Changes to the Contract, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by a person who is not specifically authorized by the procurement officer in writing or made unilaterally by the…