AOA25-CPA-01-AUDTSVCS-rfp.docx

State of Delaware Office of Auditor of Accounts

Request for Proposal

For

Professional Audit Services

Professional Services

April 16, 2025

AOA25-CPA-01-AUDTSVCS

by

Office of Auditor of Accounts 1128 South Bradford Street Dover, Delaware 19901

Bid Closing Date: June 4, 2025 Deadline to Respond (“Submission Deadline”): June 4, 2025 at 4:00 p.m. Eastern Time (ET) Table of Contents

Office of Auditor of Accounts Request for Proposal

AOA25-CPA01-AUDTSVCS

Table of Contents Introduction

1.1 The State of Delaware, Office of Auditor of Accounts (AOA), seeks professional services from qualified certified public accounting firms (“Firms”) to perform audit engagements in accordance with services described in this Request for Proposal (“RFP”) for two one-year periods beginning July 1, 2025. This RFP is issued and publicly announced pursuant to 29 Del. C. §§ 6981 and 6982.

The proposed schedule of events subject to this RFP is outlined below:

Public Notice Date: April 16, 2025

Deadline for Questions Date: May 7, 2025 at 4:00 PM (ET)

Response to Questions Posted by: Date: May 21, 2025 at 4:00 PM (ET)

Deadline for Receipt of Proposals Date: June 04, 2025 at 4:00 PM (ET)

Estimated Notification of Award Date: July 15, 2025

1.2 The engagement for which this RFP is being published is pursuant to 29 Del. C. Chapter 69, Subchapter VI, Professional Services. AOA is publishing this RFP and seeking proposals (“Proposals”) from qualified certified public accounting firms (“Firms”) for services described in this RFP at Section 4. “Nature of Services Required.”

1.3 There is no expressed or implied obligation for AOA to reimburse any Firm for any costs or expenses incurred in preparing Proposals in response to this RFP, and AOA will not pay any costs or expenses incurred by any Firm associated with any aspect of responding to this RFP, including Proposal preparation, printing, delivery, or the negotiation process. Additionally, no indirect reimbursements (e.g., in the form of credits or reductions to any agreed upon compensation) will be made to any Firm by AOA for any such costs or expenses.

1.4 Public announcement of this RFP has been made in accordance with 29 Del. C. § 6981.

1.5 A mandatory pre-bid meeting has not been established for this RFP and is not required.

1.6 This RFP is available in electronic form through the State of Delaware Procurement website at https://mmp.delaware.gov/ by searching in the “Bids” section under this RFP number. Paper copies of this RFP will not be provided by AOA or otherwise be made available unless printed from this website.

If AOA determines that is necessary to revise any part of this RFP, an addendum will be posted on the State of Delaware Procurement website at https://mmp.delaware.gov/. The terms of this RFP and any addenda are controlling, and any statement related to this RFP made by any State of Delaware employee, contractor, or its agents does not alter any terms of this RFP or bind AOA.

Proposal and Bid Submission Process

2.1 All questions regarding this RFP must be submitted in writing and must be received by the date and time identified in Section 1.1 above via e-mail to AOA’s contracting account:

Primary: oaoacontracting@delaware.gov

Courtesy Copies:

Andrea Bayline Chief Administrative Auditor andrea.bayline@delaware.gov

Robert Sisk Deputy State Auditor robert.sisk@delaware.gov

If a Firm is seeking clarification regarding a specific aspect of this RFP, the Firm must cite the section and page number for reference. Responses to all timely submitted questions will be posted by AOA on https://mmp.delaware.gov/ in the same manner as this RFP.

2.2 The lowest bid is not the deciding or the most significant factor in awarding professional services contracts. Any Firm identifying contingencies will have its proposed cost adjusted in relation to others that do not include the contingency so that it is comparable from a cost perspective. Proposals that include sufficient details and realistic hours are likely to receive a higher score overall.

2.3 The State of Delaware may retain consultants or legal counsel to assist in the review and evaluation of responses to this RFP. Firms shall not contact the State’s consultant or legal counsel on any matter related to this RFP. Such contact may also result in the elimination of the Proposal from further consideration and award.

2.4 Proposals must be sent via email to oaoacontracting@delaware.gov on or by the date and time identified in Section 1.1 above (the “Submission Deadline”). The Minimum Requirements Section, Proprietary Section, and Cost Section of the Proposal must be submitted in three separate PDF searchable files. The Minimum Requirements and Proprietary Sections can be submitted in the same email; however, the Cost Section of the Proposal must be submitted in a separate email. The two email subject lines should clearly state “Minimum Requirements and Proprietary Sections” and “Cost Section.” Any Proposal received by AOA after the Submission Deadline will not be considered and will be rejected. The Firm bears all risk of delays in delivery. No hard copy (paper) submissions of Proposals, or physical media devices containing the Proposals, will be accepted.

AOA will provide an email response of acknowledgement for each email received.

A Firm may modify or withdraw its Proposal by written request, provided that both the request and Proposal are received by AOA prior to the Submission Deadline. Any changes, amendments, or modifications to a Proposal must be made in writing, submitted in the same manner as the original response and conspicuously labeled as a change, amendment, or modification to a previously submitted Proposal. Changes, amendments, or modifications to Proposals shall not be accepted or considered after the Submission Deadline.

All Proposals shall become the property of AOA upon receipt and are deemed firm offers at that time unless an amended Proposal is submitted prior to the Submission Deadline.

2.5 AOA will not conduct a public opening of Proposals but will maintain a public log of the names of all Firms that submitted Proposals. Evaluation of the Proposals will begin shortly after the Submission Deadline.

All documents submitted by a Firm as part of its Proposal will be treated as confidential during the evaluation process. As such, Proposals will not be available for review by anyone other than AOA’s Proposal Evaluation Team or its designated agents, as well as AOA’s legal counsel. During the evaluation process and thereafter, such documentation will not be disclosed to the public unless (and only to the extent) such disclosure is mandated by the State of Delaware Freedom of Information Act, Chapter 100 of Title 29 of the Delaware Code (“FOIA”). If such disclosure is made by AOA, documents may be publicly disclosed in redacted form to the extent permitted by FOIA.

AOA expects to receive Proposals that include proprietary information, such as services that may not be provided by other Firms. The Firm must include this information in the Proprietary Section of the Proposal.

A Firm’s statement or position as to the confidentiality of any portion of its Proposal shall not be binding on AOA. AOA shall independently determine the validity of any Firm’s confidentiality designation. Any Firm submitting a Proposal or using the procedures discussed herein expressly accepts AOA’s absolute right and duty to independently assess the legal and factual validity of any information designated as confidential business information. Accordingly, Firms assume the risk that confidential business information included within a Proposal may enter the public domain.

Firms are advised that as a publicly bid contract, no Firm shall retain the right to declare its pricing confidential.

2.6 Non-conforming Proposals, defined as those that do not meet the requirements of this RFP, will not be considered. AOA, in its sole discretion, shall determine whether a Proposal conforms to the requirement of this RFP.

2.7 AOA expects that the Firm can fully meet and fulfill the representations made in its Proposal and do so in a timely manner. Proposals must be realistic and must represent the best estimate of time, materials, and other costs including the impact of inflation and any economic or other factors that are reasonably predictable.

2.8 A Firm is fully responsible for the completeness and accuracy of its Proposal, and for examining this RFP and all addenda; Firm’s failure to do so will be at the sole risk of the Firm. Should the Firm find discrepancies, omissions, unclear or ambiguous intent or meaning, or should any questions arise concerning this RFP, the Firm shall notify AOA’s Designated Contact, in writing, of such findings at least ten (10) days before the Deadline for Receipt of Proposals. This will allow issuance of any necessary addenda. It will also help avoid the opening of a defective Proposal and disclosure of a Firm’s Proposal upon which award could not be made. All unresolved issues should be addressed in the Proposal.

0. AOA reserves the right to retain, accept, or reject any or all Proposals or any part of any Proposal, and, in its sole judgment and discretion, determine the merit and qualifications of each product offered, or to solicit new Proposals on the same project or on a modified project which may include portions of the originally proposed project, all or any of which as AOA may deem necessary in the best interest of the State of Delaware and as permitted under law.

0.1 By submitting a Proposal, the Firm acknowledges that it has carefully read all sections of this RFP, including all forms, schedules, and exhibits hereto, and has fully informed itself as to all existing conditions and limitations.

0.2 This RFP in its entirety will become part of the awarded and executed contract and its terms will be enforced as such.

0.3 AOA reserves the right jointly to cancel this RFP at any time during the procurement process, for any reason or for no reason. AOA makes no commitments expressed or implied, that the publication of this RFP and the solicitation and submission of Proposals thereunder will result in a business transaction with any Firm.

This RFP does not constitute an offer by AOA. A Firm’s participation in this process may result in the Firm’s selection (“Selected Firm”) by AOA to engage in further discussions and negotiations in furtherance of the execution of a contract. The commencement of such negotiations does not, however, signify a commitment by AOA to execute a contract nor to continue negotiations. AOA may terminate negotiations at any time and for any reason, or for no reason.

0.4 The selection of a Firm and the execution of a final written agreement with a Selected Firm will be made by AOA subject to final approval by the State Auditor. AOA has the sole right to select the successful Firm(s) for award, to reject any Proposal as unsatisfactory or non-responsive, to award a contract to other than the lowest priced Proposal, to award multiple contracts, or not to award a contract, as a result of this RFP.

An Evaluation Committee shall be comprised of at least three representatives from AOA, each of which shall possess a minimum of four years of experience in governmental auditing. After the Evaluation Committee reports its recommendation to the Auditor of Accounts, and once the contract terms and conditions have been negotiated and finalized, AOA will award the contract. Notice in writing to a Firm of the acceptance of its Proposal and the subsequent full execution of a written agreement between the Firm and AOA will constitute a legal relationship between the parties, and no Firm will acquire any legal or equitable rights or privileges until the occurrence of both such events.

AOA is not obligated to award a contract to the Firm that submits the lowest bid or to the Firm that receives the highest total point score, rather the contract will be awarded to the Firm whose Proposal is the most advantageous to the State of Delaware, as determined by AOA in its sole discretion.

0.5 Once AOA has selected a Firm to engage in contract discussions and negotiations with AOA, all Firms that submitted a Proposal within the established RFP deadline will be notified and the contract discussions and negotiations with the selected Firm will begin reasonably thereafter.

Term of Engagement

The term of the agreement is for two years, beginning July 1, 2025, consisting of two one-year periods with the option to renew the contract at AOA’s request for two additional one-year periods, subject to the satisfactory negotiation of terms (including a cost acceptable to both AOA and the Selected Firm) and the annual availability of an appropriation by the General Assembly. AOA is under no express or implied obligation, legal or otherwise, to renew the contract. AOA reserves the right to terminate the contract at its sole discretion at any time, upon providing written notice of its intent to do so to the Selected Firm. Such termination shall not require any cause or reason, and in the event of such termination, the Selected Firm will be compensated for the hours of work actually completed up to the date of termination, as well as any pre-approved reimbursable expenses incurred prior to the termination date. The Selected Firm will not be entitled to any further compensation, damages, or claims arising from the termination of this contract. AOA shall not be liable for any costs or damages incurred by the Selected Firm as a result of such termination.

Nature of Services Required

4.1 Description

Firm agrees to provide the following services (“Services”) to AOA under this Agreement:

a. Professional governmental auditing services on an as-needed basis for a variety of audit, attestation, and investigation engagement projects. These engagements will involve various State of Delaware agencies and will cover audits and reviews of financial transactions, processes, internal controls, and compliance with state, federal, and local requirements, as assigned by AOA.

b. 1st- or 2nd-level and Quality Control review of GAGAS audits and investigations as assigned by AOA.

c. Review of other audit-related content as assigned by the AOA.

AOA is seeking professional governmental auditing services including:

a. Financial audit services consisting of a comprehensive examination of financial statements to ensure accuracy and compliance with accounting standards.

b. Internal control audits of state agency departments procedures and mechanisms that ensure financial accuracy, efficiency, and compliance with laws and regulations to determine if sufficient internal controls are in place to mitigate fraud, waste and abuse and recommend improvements.

c. Compliance audits to ensure adherence to laws, regulations, agreements and policies applicable to the agency.

d. Performance audits to assess the efficiency and effectiveness of programs and operations. Analysis of the management and performance of programs, functions, processes, and procedures. Review of state agency funds to determine if funds were used efficiently, effectively, and equitably.

e. Forensic audit investigations of financial discrepancies and potential fraud.

f. IT audits of information technology systems and controls to ensure data integrity and security.

g. Grant audits to verify proper use and management of grant funds.

h. Special investigations in response to specific concerns or allegations.

i. Any other engagements requested by AOA.

Each engagement cost will be based on actual hours worked and is not a fixed price.

4.2 Engagement Standards

a. To meet the requirements of this RFP, the engagement must be performed in accordance with generally accepted auditing standards accepted in the United States as established by the American Institute of Certified Public Accountants (AICPA) and contained in Government Auditing Standards, issued by the Comptroller General of the United States.

b. The Selected Firm must notify the AOA in writing within 5 business days regarding any known or potential fraud, waste, or abuse identified during assigned engagements, regardless of materiality. The course of action and additional procedures, if necessary, will be determined by the AOA. Failure to notify the AOA within 5 business days about any identified known or potential fraud, waste, or abuse is considered contract non-compliance.

4.3 Other Engagement Information

a. The term ("Engagement Entity") is used to collectively refer to all the various departments, agencies and organizations that fall under the authority of the State of Delaware Auditor of Accounts. This includes state agencies, boards, commissions, state-affiliated entities, municipalities, public-private partnerships, non-profit organizations, and long-term care facilities.

b. To ensure Selected Firm has clear understanding of its responsibilities and AOA’s expectations, AOA will provide a written Statement of Work (SOW) outlining the details and deliverables for each assigned audit engagement under the agreement with the Selection Firm. The SOW will include, but is not limited to, the following elements:

(1) The Engagement Entity subject to the engagement

(2) Background information based on the Engagement Entity.

(3) Engagement objectives describing the audit’s purpose and goals, including identification of any key areas of focus.

(4) Scope of work outlining the clear boundaries of the audit, and a detailed description of the tasks and responsibilities to be performed.

(5) Deliverables that identify the specific deliverables to be provided by the Selected Firm.

(6) Expected deadlines and milestones for each deliverable, including but not limited to the first draft reporting package, the second draft reporting package, and the final reporting package.

(7) Timeline including expected start and end dates.

(8) Budget and maximum cost for each requested engagement.

(9) AOA assigned liaison.

c. Engagement letters provided to the Engagement Entity subject to the Selected Firm’s audit must not have any contract terms or an offer to provide additional services. The engagement letter, which in no way modifies or adds conditions or terms to the contract and is not considered part of the contract with AOA, is subject to review and approval by AOA prior to being presented to the Engagement Entity.

d. First Draft Reporting Packages (inclusive of proposed Generally Accepted Government Auditing Standards (GAGAS) opinion, findings, and management letter comments) - Prior to obtaining management’s response, but after going through a supervisory and technical review, the first draft reporting package will be submitted via email to the AOA Liaison by the date listed in the SOW. The AOA Liaison requires a minimum of ten (10) business days for review and to return any comments to the Selected Firm.

e. Second Draft Reporting Packages - The Selected Firm must provide an electronic version of the draft reporting package to the Engagement Entity’s principal contact or designee for management response and approval. During management review, the Selected Firm must be available to discuss the engagement reporting package with the Engagement Entity and resolve any issues. After all issues are resolved, an electronic version of the final draft reporting package must be forwarded to the AOA Liaison for final review by the date listed in the SOW. The AOA Liaison requires a minimum of ten (10) business days for review and to return any comments to the Selected Firm.

f. Final Reporting Packages - Upon completion of the engagement, the Selected Firm shall deliver a comprehensive written reporting package that aligns with the standards outlined in Section 4.2.a. above. Once the AOA Liaison approves the reporting package for issuance, the final reporting package must be emailed as one, comprehensive reporting package and in an unsecured PDF format to the AOA Liaison by the date listed in the SOW. Reporting package preparation and editing is the responsibility of the Selected Firm.

g. AOA will review, finalize, and distribute copies of the reporting packages, except for the management letter and any confidential information, to the appropriate officials. The Selected Firm is not to distribute or issue any work products, reporting packages, or findings without prior written consent from AOA. However, communicating exceptions to management in a timely manner is encouraged, along with discussion and in-depth review of the issue.

h. AOA’s principal engagement contact will be Robert Sisk, Deputy State Auditor or Andrea Bayline, Chief Administrative Auditor, who will coordinate the assistance to the Selected Firm. AOA is located at 1128 South Bradford Street, Dover, DE 19904.

i. For each engagement the Selected Firm will coordinate with an AOA assigned Liaison to schedule the date and location of the entrance and exit conferences and to communicate engagement progress.

4.4 Retention and Access to Engagement Documentation

a. The Selected Firm shall maintain engagement documentation, reporting packages, records, documents, and other evidence pertaining to the workpapers and reports related to each engagement to the extent and in such detail as shall adequately reflect performance hereunder. Records involving any litigation-related matters shall be retained for one (1) year following the termination of such litigation. The Selected Firm agrees to make such records available for inspection, audit, or reproduction to any authorized AOA representative in the performance of its duties under the contract.

b. Upon written notice given to the Selected Firm, representatives of AOA or other duly authorized State or Federal agency may inspect, monitor, and/or evaluate the cost and billing records or other material relative to this contract. The cost of any contract audit disallowances resulting from the examination of the Selected Firm’s financial records will be borne by the Selected Firm. Reimbursement to AOA for disallowances shall be drawn from the Selected Firm’s own resources and not charged to contract cost or cost pools indirectly charging contract costs.

c. Engagement documentation is the property of AOA. Upon completion of each engagement, Selected Firm will provide an electronic copy of all support documents and workpapers related to each engagement to AOA, either in binder form suitable for upload into CCH ProSystem fx Engagement software application or in native form electronic documents when the CCH ProSystem fx Engagement binder is impractical.

Engagement Planning

5.1 Preliminary Engagement Planning

a. AOA reserves the right to request, modify, and approve the Selected Firm’s detailed plan to perform the engagement outlined in the SOW. The AOA Liaison (as assigned by AOA in the SOW) will review and provide comments, if necessary, within ten (10) business days.

5.2 Entrance Conference

a. An entrance conference must be held with the Engagement Entity’s key personnel. At the entrance conference, the Selected Firm must provide the Engagement Entity with a time schedule for the engagement and a listing of all information needed.

b. The Selected Firm must work with the AOA Liaison to schedule the date and location of the entrance conference.

5.3 Progress Reporting and Exit Conference

a. The Selected Firm must keep the AOA updated on the progress of the engagement. After the engagement has been completed, an exit conference must be held with the Engagement Entity’s key personnel and the AOA Liaison.

5.4 Reporting Packages

a. Prior to obtaining management’s response, but after going through a supervisory and technical review, the draft reporting package will be submitted via email to the AOA Liaison. The AOA Liaison requires a minimum of ten (10) business days for review and to return any comments to the Selected Firm. The Selected Firm is required to obtain AOA’s agreement from the AOA Liaison in writing prior to making any representation to the Engagement Entity.

b. The Selected Firm must provide an electronic version of the draft reporting package to the Engagement Entity’s principal contact or designee for management response and approval. During management review, the Selected Firm must be available to discuss the engagement reporting package with the Engagement Entity and resolve any issues. After all issues are resolved, an electronic version of the draft reporting package must be forwarded to the AOA Liaison for final review. The AOA Liaison requires a minimum of ten (10) business days for review and to return any comments to the Selected Firm.

c. Once the AOA Liaison approves the reporting package for issuance, the final reporting package must be emailed as one, comprehensive reporting package and in an unsecured PDF format to the AOA Liaison.

d. Reporting package preparation and editing is the responsibility of the Selected Firm.

Proposals

6.1 No Proposal will move forward for full technical review and scoring unless the mandatory items, as outlined throughout this RFP, are fully addressed as requested.

Cost Section

7.1 The Cost Section must include (1) a transmittal letter with the name of the Firm and (2) written certification that (a) the Firm agrees to bill AOA only for actual work performed and out-of-pocket expense incurred during its performance of the engagement; (b) billings will be submitted in the format outlined in Section 13 of this RFP; (c) a statement that the Firm will accept reimbursement for travel, lodging, and subsistence at the prevailing rate used by the State of Delaware for its employees; and (d) the person signing the Proposal is duly authorized to represent the Firm, submit the bid, and to execute a contract with AOA.

7.2 The Cost Section must contain all detailed cost information relative to performing the engagement as described in this RFP for each fiscal year presented in the schedule as outlined in Appendix A. Appendix A is an example of a detailed cost schedule, and it should be amended, as needed, according to the deliverables of this RFP and specific steps within each deliverable.

7.3 If a Firm determines additional items are necessary for the completion of this engagement, including more detail to demonstrate its engagement process, the Firm may include these in its Proposals as separate line items. Any additional items will be considered individually and removed from the total cost when comparing the cost sections of Proposals.

7.4 The rates quoted in the Proposal shall remain fixed and binding on the Firm at least through June 30, 2027.

Minimum Requirements Section

8.1 There must be no dollars or total costs included in the Minimum Requirements Section of the Proposal. Inclusion of such information will result in disqualification of the Proposal.

8.2 Each Proposal must be accompanied by a transmittal letter that briefly summarizes the Firm’s interest in providing the required professional services. The transmittal letter must also clearly state and justify any exceptions to the requirements of this RFP that the Firm may have taken in presenting the Proposal.

Furthermore, the transmittal letter must attest to the fact, at a minimum, that the Firm shall not store or transfer non-public State of Delaware data outside of the United States.

AOA reserves the right to deny any and all exceptions taken to this RFP’s requirements.

8.3 The Minimum Requirements Section must address all the points outlined in this RFP in the following format:

a. Independence The Firm must provide the following statement:

“Upon assignment of AOA projects subject to audit, the Firm will determine if it is independent of the Engagement Entity as defined by engagement standards in Government Auditing Standards issued by the Comptroller General of the United States.” The Firm will notify AOA of any threat to its independence prior to accepting an engagement.”

The Firm will assert this information to OAOA prior to providing services for that particular engagement.

The Firm must also list and describe the Firm’s professional relationships involving the Engagement Entity for the past five years, together with a statement explaining why each relationship does not constitute a conflict of interest relative to performing the proposed engagement, or the Firm must state: “The Firm has had no professional relationships involving the Engagement Entity within the last five years.”

In addition, the Firm must state that it will give AOA immediate written notice and obtain approval from AOA of any professional relationships with the State of Delaware and its related entities (e.g., component units, related organizations) and the Engagement Entity before the Firm undertakes an assignment with the Engagement Entity.

b. License to Practice in Delaware and Delaware Business License The Firm must provide in its proposal:

(1) Copies of valid Delaware CPA licenses or valid CPA licenses from a substantially equivalent jurisdiction as defined by the Uniform Accountancy Act (“UAA”) for all CPAs on the engagement team.

A CPA who holds a valid license from any jurisdiction that is not on the substantially equivalent list[footnoteRef:1] published by the National Association of State Boards of Accountancy (“NASBA”) may obtain verification from NASBA that such individual's CPA qualifications are substantially equivalent to the UAA. A copy of such verification must be included in the Proposal. [1: http://nasba.org/licensure/substantialequivalency/

AOA will also accept screen shots of online license verification from both the State Boards of Accountancy and CPAverify.org, as long as all relevant information is provided in the screen shot, including the name of the state. The Firm must also indicate the web address, with the date, from which this information was obtained.

(2) A copy of a valid Delaware firm professional license, also known as a permit to practice, issued by the State Board of Accountancy. AOA will accept the Firm professional license in the same manner as described above for individual CPA licenses.

(3) A copy of a current State of Delaware business license for the Firm, issued by the Delaware Division of Revenue.

c. Firm Qualifications The Firm must provide in its Proposal:

(1) A copy of a valid Delaware CPA license for the Firm.

(2) A copy of a current State of Delaware business license for the Firm, issued by the Delaware Division of Revenue.

The Firm must have experience, described in its proposal, in providing auditing services to organizations in the state government sector.

The Firm must state the size of the Firm, the size of the Firm’s governmental staff, the location of the office from which the services will be performed, and the number and nature of the professional staff providing the services.

d. Peer Review The Firm must submit a copy of the most current peer review and a statement whether the quality control review included a government engagement. The Firm must be in compliance with GAGAS peer review requirements.

e. Suspension and Debarment The Firm must certify that, within the past five (5) years, the Firm or any officer, controlling stockholder, partner, principal, or other person substantially involved in the contracting activities of the business is not presently suspended or debarred and is not a successor, subsidiary, or affiliate of a suspended or debarred business at Appendix B. In addition, the Firm must state that it has not been the subject of any disciplinary action or under referral or inquiry from the American Institute of Certified Public Accountants (AICPA) or any State Board of Accountancy in the past five years.

Any Firm that is currently debarred, suspended, or ineligible to conduct business in the State of Delaware for any reason is ineligible to respond to this RFP.

f. Partner, Supervisor, and Staff Qualifications and Experience The Firm must identify the engagement team: engagement partners, managers, supervisors, and specialists who will be providing services to AOA.

For each person identified, the Firm must indicate whether the person is registered or licensed to practice as a Certified Public Accountant in the State of Delaware; provide information on the person’s government auditing experience, including information on relevant continuing professional education for the past three years and membership in professional organizations relevant to the performance of this engagement; and discuss whether or not that person, within the past five years, has been the subject of any disciplinary action or inquiry from the American Institute of Certified Public Accountants (AICPA) or any State Board of Accountancy.

The Firm must also identify the extent to which staff to be assigned to the engagement reflect the State of Delaware’s commitment to Affirmative Action.

With the express prior written permission of AOA, engagement partners, managers, supervisors, consultants, and Firm specialists may be changed if those personnel leave the Firm, are promoted, are assigned to another office, or for other reasons provided. However, any replacements must have substantially the same or better qualifications or experience as the partners, managers, and supervisors they are replacing. Notwithstanding the foregoing, AOA retains the right to approve or reject replacements.

g. Statement on Subcontracting and Third-Party Service Providers The Firm must include a statement that the work will not be subcontracted and that none of the work products, including engagement documentation, will be subjected to a third-party service provider.

h. Non-Collusion Statement A Non-Collusion Statement, attached hereto as Appendix B, must be completed, signed by an authorized representative of the Firm, and included in the Minimum Requirements Section of the Proposal.

Proprietary Section

9.1 There must be no dollars or total costs included in the Proprietary Section of the Proposal. Inclusion of such information will result in disqualification of the Proposal.

9.2 The Proprietary Section must address all of the following:

a. Prior Engagements with AOA and the State of Delaware All engagements performed for AOA and the State of Delaware (e.g., component units, related organizations) within the last three years must be listed in the Proposal. These engagements must be ranked on the basis of total staff hours and by type of engagement (e.g., audit, examination, other). The scope of work, date, engagement partners, total hours, the location of the Firm’s office from which the engagement was performed, and the name and telephone number of the principal client contact must also be detailed.

b. Similar Engagements with Other Government Entities For the Firm that will be assigned responsibility for the services, the Firm must list other entities receiving similar services in the last three years. These engagements must be ranked on the basis of total staff hours and must indicate the scope of work, date, engagement partners, total hours, and the name and telephone number of the principal client contact.

c. Engagement Approach The Firm should demonstrate why the Firm is uniquely qualified to provide the services on behalf of AOA. Information presented in this section should include, but not limited to, innovative engagement approach, approach to identifying and testing effective controls, unique methods for utilizing software and preparing engagement documentation, and example reporting package templates. In an effort to prevent substandard engagements and to provide the highest quality service to Delaware taxpayers, AOA will award a higher score to Firms that utilize an innovative engagement approach. Any additional procedures that generate additional costs should be separately stated in the Cost Section.

The Proprietary Section must set forth a work plan including, but not limited to, the following, as applicable:

(1) Discussion regarding any early planning and interim testing approaches the Firm uses to try to improve timeliness and efficiency of planning and fieldwork.

(2) Sample methodology to the extent which sampling is to be, or planned to be, used.

(3) Processes for evaluating and testing internal controls including plans for adequate coverage of information technology infrastructure and data integrity.

(4) Process for project management, including (a) how milestones and delays are monitored and communicated and how adjustments to deliverable dates based on client delays are communicated to AOA and (b) how staff resources are committed to meet AOA’s deadlines.

(5) Processes to ensure the quality of the engagement.

(6) Membership in the AICPA’s Government Audit Quality Center (GAQC) during peer review. If a Firm has joined since the last peer review, it must disclose the membership date.

d. Examples of GAGAS findings The Firm must include at least two (but no more than three) examples of findings issued under a GAGAS engagement. AOA will evaluate the quality of the findings including whether the findings are clear, concise, and easily understood by the public and management. The Firm is encouraged to provide examples not previously reviewed by AOA under a different engagement or contract.

e. Other work product examples The Firm is encouraged to include examples of prior engagement plans, custom audit programs beyond canned or template audit programs, draft reporting packages, unusual analytical procedures, unique data or its procedures, and innovative engagement approaches for AOA’s review during the evaluation process.

Evaluation Process

10.1 The Evaluation Committee shall determine which Firms meet the minimum requirements pursuant to the selection criteria of this RFP and procedures established in 29 Del. C. §§ 6981 and 6982. Neither the lowest price nor highest scoring Proposal will necessarily be selected.

AOA reserves full discretion to determine the competence and responsibility, professionally and/or financially, of the Firm. The Firm is to provide, in a timely manner, any and all information that Evaluation Committee may deem necessary to make a decision.

The Evaluation Committee shall make a recommendation to the State of Delaware Auditor of Accounts, who shall have final authority for the selection of a Firm, subject to the provisions of this RFP and 29 Del. C. § 6982, and to begin contract negotiations with the Selected Firm.

10.2 As stated above, no Proposal will move forward for full technical review and scoring unless the minimum requirements, as outlined throughout this RFP, are fully addressed. AOA will notify the Firm if the Firm’s Proposal did not meet the minimum requirements.

10.3 During the evaluation process, the Evaluation Committee reserves the right to request additional information or clarification from Firms; however, a Proposal may not be modified as a result of such clarification requests. Additionally, the Evaluation Committee, at its discretion may request one or more Firms (but not necessarily every Firm) to make oral presentations as part of the evaluation process. All costs associated with participation in oral presentations are the Firm’s sole responsibility.

10.4 The Evaluation Committee may contact any client or customer of the Firm, whether or not included in the Firm’s list requested at Section 9.2 of this RFP and use such information in the evaluation process.

10.5 The Evaluation Committee at its sole discretion may negotiate with one or more of the qualified Firms during the same period and at any time prior to the execution of a final agreement with the Selection Firm, and may, at its sole discretion, terminate negotiations with any and all Firms at any time.

a. Review of Proposals

Proposals that do not meet or comply with the instructions of this RFP may be considered non-conforming, deemed non-responsive, and be subject to disqualification at the sole discretion of the Evaluation Committee.

The Evaluation Committee will use a point formula during the review process to score the Proposals. All assignments of points will be at the sole discretion of the Evaluation Committee. Each member of the Evaluation Committee will independently first score each Proposal by each of the criteria described in Sections 8, 9, and 10 above. The Evaluation Committee will then convene as a whole to review and discuss these evaluations and to combine the individual scores to arrive at an average technical score for each Firm. At any point, a Firm may be eliminated from further consideration for unacceptably low technical scores.

b. Evaluation Criteria

Only Firms meeting the minimum requirements of this RFP will have their Proposals evaluated and scored for both technical qualifications and cost.

All Proposals shall be evaluated using the same criteria and scoring process. Firms are encouraged to review the evaluation criteria and to provide a response that addresses each of the scored items. Evaluators will not be able to make assumptions about a Firm’s capabilities so the Firm should be detailed in its Proposal responses. The following criteria shall be used to evaluate Proposals:

Technical

Cost will not be the primary factor in the selection of any firm.

c. Reservation of Rights

The Evaluation Committee reserves the right to:

· Select for contract or for negotiations a Proposal other than that with the lowest costs.

· Reject any and all Proposals or portions of the Proposals received in response to this RFP, or to make no award or issue a new RFP.

· Waive or modify any information, irregularity, or inconsistency in Proposals received.

· Request modification to Proposal from any or all Firms during the review and negotiation.

· Negotiate any aspect of the Proposal with any Firm and negotiate with more than one Firm at the same time.

The Evaluation Committee reserves the right to reject any Proposal as represented throughout this RFP and from a Firm that:

· Has been convicted for commission of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of the contract or subcontract;

· Has been convicted under State or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or other offenses indicating lack of business integrity or business honesty that currently and seriously affects responsibility as a State contractor;

· Has been convicted or has had a civil judgment entered for a violation under State or federal antitrust statutes;

· Has violated contract provisions such as:

· Knowing failure, without good cause, to perform in accordance with the specifications or within the time limit provided in the contract;

· Failure to perform or unsatisfactory performance in accordance with terms of one or more contracts;

· Has violated ethical standards set out in law or regulation;

· Any other cause listed in regulations of the State of Delaware determined to be serious and compelling as to affect responsibility as a State contractor, including debarment by another government entity for cause listed in the regulations.

Contract Conditions and Considerations

11.1 The Selected Firm will be expected to promptly enter negotiations with AOA that will result in a formal written agreement between AOA and the Selected Firm. This RFP and the Selected Firm’s response to this RFP will be incorporated as part of any formal Contract.

11.2 After the Selected Firm and AOA have completed successful contract negotiations, the Selected Firm will be required to enter into a final written agreement with AOA (the “Contract”). AOA reserves the right to incorporate standard State of Delaware contractual provisions into any Contract negotiated as a result of an accepted Proposal under this RFP. Any proposed modifications to the terms and conditions of the standard Contract are subject to review and approval by AOA. The Selected Firm must be referred to as “Contractor” in the Contract.

11.3 If a Firm with which AOA has begun negotiations fails to enter into a final written agreement on terms acceptable to AOA, AOA may cease negotiation with such Firm and may engage in negotiations with another Firm, as provided in Section 10.5 above.

11.4 The Selected Firm must agree to contractual provisions including, but not limited to, the following, as well as those negotiated and agreed to by the parties and not specifically described herein.

a. Term

The term of the Contract between the Selected Firm and AOA shall be for two years, commencing on July 1, 2025. Additionally, there will be one two-year renewal option, exercised at the sole discretion of AOA. The Contract may be terminated by AOA at any time by giving written notice to the Selected Firm of such termination. Upon such termination, the Selected Firm will be compensated for the hours of work actually completed up to the date of termination, as well as any pre-approved reimbursable expenses incurred prior to the termination date. The Selected Firm will not be entitled to any further compensation, damages, or claims arising from the termination of this contract.

In the event the Selected Firm materially breaches any obligation under the Contract, the Selected Firm must not be relieved of any liability to the State of Delaware for damages suffered by it by virtue of any such breach. AOA may withhold any payments to Selected Firm for the purpose of set off for such damages.

If the Selected Firm violates any provision of this RFP or the Contract without prior discussion with (and prior written approval of exception by) AOA, including not submitting deliverables timely due to the fault of the Selected Firm or not providing an advance written request for extension for AOA’s approval prior to the due dates, the Selected Firm shall be deemed to be in default and subject to liquidated damages in the amount of one-tenth of one percent (0.1%) of the total Contract price for each day following the violation up to ten percent (10%) of the total price. This provision does not preclude damages for breach of Contract for substandard work or damages as enumerated herein.

b. Non-Appropriation

If sufficient funds are not appropriated by the Delaware General Assembly, or other appropriate federal or State organization, to sustain in whole or in part the Selected Firm’s performance under the Contract, or if such appropriation is reduced such that the amount of the appropriation is insufficient to sustain said performance, this Contract shall be null and void at the option of AOA. If such termination should occur, AOA shall advise the Selected Firm as soon as possible.

c. Notice

Any notice to AOA required under this Contract must be in writing and sent by registered mail to:

Attention: Lydia E. York Auditor of Accounts Office of the Auditor of Accounts

d. Formal Contract and Purchase Order

The Selected Firm must execute a Contract incorporating the terms of this RFP within thirty (30) business days after commencement of negotiations. When purchase orders are applicable, the Selected Firm must not begin any service prior to receipt of a State of Delaware signed purchase order requesting service, properly processed through the State of Delaware Division of Accounting and the Engagement Entity, where applicable. The purchase order must serve as the authorization to proceed in accordance with the bid specifications and the special instructions, once it is received by the Selected Firm.

e. Indemnification

1. General Indemnification The Firm agrees that, in the event it is awarded a Contract, the Firm will defend, indemnify, and save harmless AOA and the State of Delaware from and against all liability, damages, costs or expenses, causes of actions, suits, judgments, losses, and claims, including reasonable attorney’s fees, brought against the State arising out of or resulting from the performance of the auditing services by the Selected Firm under the Contract resulting from this RFP to the extent caused by the Selected Firm’s negligence or arising from any breach or default by the Selected Firm under such Contract. Further, in no event will the Selected Firm indemnify and hold harmless the State from any claims or liabilities resulting solely from the acts of the State.

2. Proprietary Rights Indemnification The Selected Firm shall warrant that all equipment, software, documentation, services, and deliverables, do not and will not infringe upon or violate any patent, copyright, trade secret, or other proprietary rights of any third party. In the event of any claim, suit, or action by any third party against the State of Delaware, AOA shall promptly notify the Selected Firm in writing and Selected Firm shall defend such claim, suit, or action at Selected Firm’s expense, and the Selected Firm shall indemnify…