Appendix A - Contract.pdf

CONTRACT FOR AUDIT AND ACCOUNTING SERVICES

This Contract for Audit and Accounting Services (the “Contract”) is entered into on [EXECUTION

DATE] by the FLORIDA PREPAID COLLEGE BOARD (the “Board”), an agency of the State of Florida, and

________ (the “Contractor”), a [ENTITY TYPE] authorized to do business and practice public accounting in

Florida.

The Board administers the Stanley G. Tate Florida Prepaid College Program and the Florida 529

Savings Program. The Stanley G. Tate Florida Prepaid College Foundation, Inc. (the “Foundation”) and

Florida ABLE, Inc., doing business as ABLE United (“ABLE United”), are nonprofit direct-support organizations of the Board. Each entity has a June 30 fiscal year-end.

Pursuant to Section 1009.971(4)(l), Florida Statutes, the Board is authorized to engage auditors and other consultants. Section 1009.986(3)(b)4., Florida Statutes, provides for the Board to contract for services for the benefit of ABLE United. Through this Contract, the Board engages the Contractor to provide annual financial audits and related accounting and advisory services for the Board, Foundation, and ABLE United, subject to the terms and conditions of this Contract.

NOW THEREFORE, in consideration of the services to be performed and the payments to be made, together with the mutual covenants and conditions hereinafter set forth, the parties agree as follows:

PART I

AUDIT AND ACCOUNTING SERVICES

1. REPRESENTATIONS AND WARRANTIES. The Contractor covenants and warrants as follows:

(a) It is lawfully organized and constituted under all federal, state and local laws, ordinances and other authorities of its domicile, and is otherwise in full compliance with all legal requirements of its domicile.

(b) It is possessed of the legal authority and capacity to enter into and perform this Agreement.

(c) It has been duly authorized to operate and do business in all places where it will be required to conduct business under the Agreement; that it has obtained, at no cost to the State of Florida or the Board, all necessary licenses and permits required in connection with this Agreement; and that it will fully comply with all laws, decrees, labor standards and regulations of its domicile and wherever performance occurs during its performance of this Agreement.

(d) It has no present interest, nor shall acquire any interest, which would conflict in any manner with its duties and obligations under the Agreement.

(e) To the best of the Contractor’s knowledge, neither the execution, delivery, nor performance of this

Agreement by the Contractor will violate any law, statute, order, rule, or regulation of, or judgment, order or decree by, any federal, state, local, or foreign court or governmental authority, domestic or foreign, to which the Contractor is subject nor will the same constitute a breach of, or default under, provisions of any agreement or contract to which it is a party or by which it is bound.

(f) It has the expertise and ability to perform all services required under this Agreement.

2. DESCRIPTION OF SERVICES. The Contractor shall serve as independent auditor for the Board, Foundation, and ABLE United and perform the services in Exhibit B, Scope of Audit and Accounting

Services. Annual audit services are described in Exhibit B, Items 1 through 14. Separately authorized special consulting and advisory services are described in Exhibit B, Item 15. Fees are set forth in Exhibit A.

Management shall provide records, schedules, representations, and access necessary for the audits and remains responsible for its financial statements, accounting records, and internal controls. The Contractor remains responsible for its independent audit procedures, judgments, opinions, and reports.

3. TERM.

(a) The initial term begins [START DATE] and ends [END DATE], and covers the audits for fiscal years ending June 30, 2027, through June 30, 2031. The Board may renew this Contract for up to five one-year renewal periods, subject to continued need, satisfactory performance, available funds, and a written instrument executed by both parties. Each renewal covers the next fiscal year audit identified in Exhibit

A. Neither party is bound to a renewal until it is executed.

(b) Any extension, renewal, or change to services or fees must be documented in writing and signed by both parties. No automatic renewal is effective. The Board retains the right to negotiate a lower fee for services at the time of the renewal.

(c) If the Contractor seeks bankruptcy protection, becomes subject to an involuntary bankruptcy petition, enters receivership, or is taken over by a regulator, the Board may terminate the Contract or continue it for a limited period on terms approved by the Board in writing. No bankruptcy provision creates an automatic extension.

4. TITLES. Headings are for convenience and do not limit the operative provisions.

5. CONSIDERATION. The Board shall pay only the fees stated in Exhibit A for services satisfactorily performed, subject to availability of funds under Paragraph 10. Invoices shall identify the applicable deliverable or approved project, period of service, and fee, with supporting time records for hourly work. Payment terms are net 30 days after receipt of a proper invoice. Additional services require a written scope and estimate approved by the Board before work begins; any increase requires prior written approval. The Contractor shall not charge for travel except to the extent expressly authorized in writing by the Board prior to incurring travel expenses and subject to reimbursement under section

112.061, Florida Statutes.

6. CONTRACT MANAGER. The Contractor shall designate an engagement partner who will coordinate deliverables, attend meetings requested by the Board, and promptly notify the Board’s

Executive Director or designee of a material service deficiency, data issue, audit issue, or delay affecting a deliverable. A change in key personnel requires prior notice and Board approval, which shall not be unreasonably withheld.

7. NONEXCLUSIVE SERVICES. The Board may obtain audit, accounting, or related services from other providers during the term.

PART II

SPECIAL TERMS

8. INDEPENDENT CONTRACTOR. The Board and Contractor represent and agree that they are acting in their individual capacities and not as agents, employees, partners, or associates of one another.

9. PERSONNEL. The Contractor shall assign qualified personnel with sufficient experience and capacity to perform the services. The Board may request replacement of personnel reasonably believed unable to perform their duties. The Contractor shall provide advance notice of a proposed replacement of the engagement partner or other key personnel and obtain the Board’s written approval of the replacement, which shall not be unreasonably withheld. The Contractor remains responsible for continuity and cross-training. The engagement partner shall maintain an active CPA license in good standing.

10. AVAILABILITY OF FUNDS. Performance by the Board under this Agreement shall be subject to and contingent upon the availability of monies lawfully appropriated to the Board and applicable for the purposes of this Agreement.

11. MODIFICATION. This Contract, including its exhibits, may be amended only in a writing signed by both parties. An approved additional services letter shall describe the scope, deliverables, due dates, maximum fee, and fiscal year cost and shall become part of this Contract when signed by the Board’s authorized representative and the Contractor. No course of dealing changes this Contract.

12. SUBCONTRACTORS. The Contractor shall obtain the Board’s prior written approval of each subcontractor and subcontract. Approval does not relieve the Contractor of responsibility for performance, confidentiality, public records, or transition obligations. The Board may inspect subcontracts related to the services and communicate directly with an approved subcontractor about performance. 'Subcontractor' includes affiliates, network firms, offshore centers, and any software, hosting, or AI provider that receives Board information. Each subcontract shall bind the subcontractor to confidentiality, security, incident notification, and public records terms no less protective than this

Contract.

13. PUBLIC ACCESS TO RECORDS. Records are subject to Chapter 119, Florida Statutes, except to the extent exempt or confidential and exempt under applicable law, including sections 1009.98(6), 1009.981(6), and 1009.987 for protected Prepaid, Savings, and ABLE United information. The Contractor shall comply with section 119.0701, Florida Statutes: (a) keep and maintain public records required by the

Board to perform the services; (b) upon request from the Board’s custodian of public records, provide a copy or allow inspection or copying within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (c) protect exempt and confidential and exempt records from unauthorized disclosure during the term and thereafter if retained;

and (d) upon completion, transfer all such public records to the Board at no cost or retain them in compliance with applicable retention requirements. If transferred, the Contractor shall destroy duplicate exempt or confidential and exempt public records. Electronically stored records shall be supplied upon request in a format compatible with the Board’s systems. The Board may terminate this Contract for refusal to provide lawful public access. This Paragraph survives termination.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,

FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 850-

488-8514, Kevin.Thompson@MyFloridaPrepaid.com, 1801 HERMITAGE BLVD., SUITE

210, TALLAHASSEE, FL 32308.

14. INDEMNIFICATION. The Contractor shall indemnify, defend, and hold harmless the Board and its officers, employees, and agents from third party claims, damages, judgments, and reasonable litigation costs to the extent caused by the negligence, fraud, willful misconduct, or breach of this Contract by the

Contractor or an approved subcontractor in performing the services. This obligation does not extend to the extent caused by the Board’s own negligence or willful misconduct. Management is responsible for the records and information it provides. The Contractor shall obtain sufficient appropriate audit evidence and evaluate the reliability of information used in the audit in accordance with applicable auditing standards and Exhibit B. The Contractor shall promptly notify the Board of a related claim and shall not settle it on the Board’s behalf without prior written approval. Nothing waives the Board’s sovereign or

Eleventh Amendment immunity. This Paragraph survives termination.

15. GOVERNING LAW, DISPUTES, AND VENUE. Florida law governs this Contract. Claims arising under this Contract shall proceed under Rules 19B-14.001 through 19B-14.003, Florida Administrative Code, as applicable and as amended from time to time. A dispute concerning performance shall first be submitted to the Board’s designated contract manager for a written decision, subject to the administrative remedies and review available under applicable law. Litigation shall be brought in state court in Leon County, Florida, after exhaustion of required administrative remedies. Nothing in this Paragraph waives the

Board’s sovereign immunity or immunity from suit in federal courts.

16. WAIVER. Failure of either party to the Agreement to object or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or any future violation or breach.

17. GENERAL CONDITIONS. The Contractor remains responsible for the quality and timeliness of all services, including approved subcontracted services, notwithstanding Board review or approval. The

Board may modify, reject, cancel, or stop work in progress and shall pay for satisfactory work performed and approved noncancelable expenses through notice. The Contractor shall comply with applicable federal and Florida law, applicable accounting, auditing, and professional standards, and Board rules.

Communications directed to Board members about this Contract shall be coordinated through the

Executive Director, except at public Board meetings or as otherwise authorized by the Board. This coordination requirement does not restrict communications required by law or professional standards, including direct communications with those charged with governance. The Contractor shall permit reasonable inspection of facilities used for the services on advance notice. References to statutes include successor provisions.

18. REVIEW OF CONTRACTOR’S WORK. The Contractor shall provide draft reports and findings to management for review of factual accuracy and preparation of management responses before issuance, consistent with the agreed audit schedule. The Contractor retains sole responsibility for its audit judgments, opinions, and required communications. Board review or approval shall not condition, suppress, or delay a report or communication required by law or professional standards.

19. OWNERSHIP OF MATERIALS. The Board owns the records and data it provides and the completed reports, financial statement files, schedules, and other deliverables prepared for it under this Contract.

The Contractor retains ownership of its audit documentation and workpapers, subject to the access, retention, confidentiality, public records, and transition obligations in this Contract and applicable law.

The Contractor may retain archival copies as required by law or professional standards. The Contractor retains its preexisting methods and general tools under Paragraph 30, but grants the Board a perpetual, paid-up license to use any such tool embedded in a deliverable for the Board’s internal purposes and to share the deliverable as permitted by law and Paragraph 31.

20. AUDIT OF CONTRACT PROCEDURES. The Board, its designees, and authorized state agencies may audit records, procedures, time records, and invoices related to this Contract upon reasonable notice during regular business hours. The Contractor shall make relevant records of approved subcontractors available and cooperate with the audit, subject to applicable protections for confidential information. No fixed two-day limit restricts an audit required by law or reasonably necessary to verify contract performance or payments.

21. TERMINATION AND TRANSITION. The Board may terminate this Contract, in whole or in part, for convenience by written notice effective on the date specified by the Board, paying for satisfactory services rendered through that date and approved noncancelable expenses, if any. The Board may terminate for a material breach remaining uncured 30 days after written notice, or immediately if the breach cannot reasonably be cured or immediate termination is authorized by law. At least 180 days before scheduled expiration, or within 30 days after notice of an earlier termination, the Contractor shall submit a transition plan for Board approval and cooperate in an orderly transfer to the Board or its designee. The Contractor shall provide Board-owned records, data, deliverables, financial statement files, and supporting schedules in usable electronic formats, subject to Paragraph 30. The Contractor shall cooperate with a successor auditor and provide access to relevant audit documentation as required by applicable law and professional standards, subject to appropriate confidentiality arrangements. A transition shall not transfer responsibility for an audit opinion or require transfer of proprietary source code. Within 30 days after completion of the transition, the Contractor shall return all Board information required to be provided under this Paragraph and securely destroy remaining copies, except information required to be retained under applicable law, professional standards, or the retention requirements in this Contract, including

Exhibit B, Item 14. The Contractor shall certify the destruction in writing. Retained information remains subject to the Contract’s confidentiality, security, and incident reporting requirements until securely destroyed. Transition and confidentiality obligations survive termination.

22. PAYMENT WITHHOLDING. The Board may withhold amounts reasonably disputed for nonperformance, deficient work, invoice errors, or applicable liquidated damages, with written notice identifying the basis. Undisputed amounts for satisfactory services remain payable under Paragraph 5.

Release of a withheld amount does not waive other remedies.

23. INVOICES. The Contractor shall submit itemized invoices with sufficient supporting detail for pre-audit and post-audit. Invoices for additional hourly services shall include time records, personnel, rates, and the Board’s written authorization.

24. ASSIGNMENT. This Agreement is not assignable by the Contractor except with the prior written approval of the Board.

25. TAXES. The Board shall have no responsibility for the payment of any federal, state, or local taxes which become payable by the Contractor or any of its subcontractors as a result of this Agreement.

26. TRAVEL. The Board shall not reimburse the Contractor for travel expenses incurred in connection with this Agreement, except as provided in Section 5.

27. DEFAULT AND LIQUIDATED DAMAGES. On written notice of a missed deliverable or material service requirement, the Contractor shall provide a corrective action plan within three business days and cure within ten business days or another period approved in writing by the Board. If a required report remains late after that cure period for reasons within the Contractor’s control, the Board may assess liquidated damages of $250 per business day per report, capped at [ANNUAL CAP TO BE NEGOTIATED].

No damages accrue to the extent delay is caused by the Board’s failure to provide required data or approval on an agreed schedule. The parties intend the amount as a reasonable estimate of difficult-to-measure harm, not a penalty. Other remedies remain available subject to Paragraph 28.

28. LIMITATION OF LIABILITY. Except for indemnification obligations, breach of confidentiality or public records duties, fraud, or willful misconduct, neither party is liable for indirect, incidental, consequential, special, or punitive damages, and the Contractor’s aggregate liability under this Contract shall not exceed [CAP TO BE NEGOTIATED]. Nothing limits the Board’s remedies to the extent prohibited by law or waives the Board’s sovereign immunity under section 768.28, Florida Statutes or Eleventh

Amendment immunity. Paragraph 15 governs dispute resolution.

29. NOTICES. Formal notices under this Contract shall be in writing and delivered personally, by nationally recognized overnight carrier, or by certified mail with return receipt requested, to the addresses below. A party may change its notice address by written notice to the other party. Notices are effective upon documented receipt, or upon documented refusal of delivery.

If to the Board:

Kevin Thompson, Executive Director

Florida Prepaid College Board

1801 Hermitage Blvd., Suite 210, Tallahassee, FL 32308

Telephone (850) 488-8514

With a copy to:

GrayRobinson, P.A.

Attention: George Levesque OBO the Florida Prepaid College Board

301 Bronough Street, Suite 600, Tallahassee, Florida 32301

Telephone: (850) 577-9090

Email: george.levesque@gray-robinson.com

If to the Contractor:

[NAME AND TITLE]

[MAILING ADDRESS]

[TELEPHONE AND EMAIL]

30. CONTRACTOR TOOLS. The Contractor retains ownership of methods, software, templates, and general know-how developed independently of the Board or used generally in its professional practice.

Board data and Board-specific deliverables are not Contractor tools. Any Contractor tool embedded in a deliverable is licensed to the Board under Paragraph 19. On transition, the Contractor shall provide usable

Board-owned files and sufficient documentation for the Board or successor auditor to understand the delivered financial information, and shall provide access to relevant audit documentation in accordance with Paragraph 21 and Exhibit B, without requiring transfer of proprietary source code unless expressly agreed.

31. USE AND DISCLOSURE OF WORK. The Board may use and disclose final audit and accounting deliverables for its governance, financial reporting, investment oversight, procurement, regulatory, and public records responsibilities, and may provide them to its professional advisers and other governmental entities. Any disclosure required by law is permitted without the Contractor’s consent. The Board will preserve any reasonable professional reliance and limitations language that does not conflict with law or the Board’s duties and shall reproduce audit reports in their entirety with the financial statements to which they relate when distributing audited financial statements. The Contractor and its subcontractors shall use Board information solely to perform the services, and not for benchmarking, product development, other clients, or model training, whether or not de-identified. The Contractor shall not use mailto:george.levesque@gray-robinson.com

Board data or the Board’s name in external materials without written approval. The Contractor’s work does not create a duty to unrelated third parties merely because the Board discloses it.

32. SEVERABILITY. If any of the provisions of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions, and this Agreement shall be construed and enforced as if such provision had not been included.

33. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE. This Contract and its attached exhibits constitute the entire agreement and supersede prior negotiations concerning its subject. If an exhibit conflicts with the body, the body controls; Exhibit B controls over any incorporated procurement response on scope, and Exhibit A controls on fees. No procurement document is incorporated unless specifically identified and attached. References to Florida statutes include successor provisions.

34. E-VERIFY. The Contractor shall register with and use the E-Verify system in accordance with Section

448.095, Florida Statutes, to verify the work authorization status of all newly hired employees, and shall require each Subcontractor performing Services under this Agreement to do the same and to provide the affidavit described in Section 448.095(5)(b), Florida Statutes. The Contractor shall retain each required subcontractor affidavit for the duration of this Contract.

35. SCRUTINIZED COMPANIES. The Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List and is not engaged in a boycott of Israel and, if this Agreement involves one million dollars or more, that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized

Companies with Activities in the Iran Terrorism Sectors List and is not engaged in business operations in

Cuba or Syria. The Board may terminate this Agreement as provided in Section 287.135, Florida Statutes, if this certification is false or if the Contractor is placed on any such list during the Term.

36. HUMAN TRAFFICKING AFFIDAVIT. The Contractor shall provide the affidavit required by Section

787.06(13), Florida Statutes, signed by an officer or representative of the Contractor under penalty of perjury, attesting that the Contractor does not use coercion for labor or services. The Contractor shall provide the affidavit upon execution of this Contract and upon any renewal or extension.

37. FOREIGN COUNTRIES OF CONCERN. The Contractor certifies that it is not owned by the government of a foreign country of concern, that the government of a foreign country of concern does not have a controlling interest in the Contractor, and that the Contractor is not organized under the laws of and does not have its principal place of business in a foreign country of concern, as those terms are used in Sections 286.101 and 287.138, Florida Statutes. To the extent this Contract grants the Contractor access to an individual’s personal identifying information, the Contractor shall provide, upon execution and upon any renewal or extension, an affidavit signed by an officer or representative under penalty of perjury attesting that the Contractor meets none of the criteria in Section 287.138(2)(a)–(c), Florida

Statutes.

38. CONVICTED VENDOR LIST. In accordance with Section 287.133(3)(a), Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity;

may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of $35,000 for a period of 36 months following the date of being placed on the convicted vendor list. The Contractor shall notify the Board promptly if it or any affiliate is placed on the convicted vendor list during the Term.

39. DISCRIMINATORY VENDOR LIST. In accordance with Section 287.134(3)(a), Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. Before entering into this Contract, the Contractor shall disclose to the Board whether it has been found liable, in any state or federal court, for a violation of any state or federal law prohibiting discrimination on the basis of race, gender, national origin, disability, or religion. The Contractor shall notify the Board promptly if it or any affiliate is placed on the discriminatory vendor list during the Term.

40. INSPECTOR GENERAL COOPERATION. In accordance with Section 20.055(5), Florida Statutes, the

Contractor understands and will comply with its duty, and shall require each subcontractor to understand and comply with its duty, to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing conducted pursuant to Section 20.055, Florida Statutes. This duty includes providing the inspector general access to records, data, and other information as provided by law. This Paragraph survives termination.

IN WITNESS WHEREOF, the parties have executed this Contract through their duly authorized representatives on the dates indicated below.

WITNESS

Signature

Please Print Name

STATE OF FLORIDA

COUNTY OF LEON

FLORIDA PREPAID COLLEGE BOARD

Kevin Thompson Executive Director

Before me, the undersigned authority, personally came and appeared KEVIN THOMPSON, EXECUTIVE DIRECTOR of the FLORIDA PREPAID COLLEGE BOARD, who is personally known to me or who has produced _____________________ as identification and who executed the foregoing CONTRACT FOR AUDIT AND ACCOUNTING SERVICES on behalf of the FLORIDA PREPAID COLLEGE BOARD and who also acknowledged before me that he is authorized to execute the same on behalf of said Board.

In witness whereof, I have placed my hand and seal in the county and state last aforesaid, this _______day of _______, [YEAR].

Notary Public, State of Florida at Large

Printed Name:

My Commission Expires:

IN WITNESS WHEREOF, the parties have executed this Contract through their duly authorized representatives on the dates indicated below.

(INSERT FIRM NAME)

By: _____________________________ Name:

[NAME]

Title: [TITLE]

Attested to by

Witness

STATE OF ________________

COUNTY OF ______________

Before me, the undersigned authority, personally came and appeared [NAME], the [TITLE] of INSERT FIRM NAME, who is personally known to me or who has produced ___________________ as identification and who executed the foregoing CONTRACT FOR AUDIT AND ACCOUNTING SERVICES on behalf of INSERT FIRM NAME, INC., and who also acknowledged before me that he is authorized to execute the same on behalf of said entity.

In witness whereof, I have placed my hand and seal in the county and state last aforesaid, this _____day of ___________, [YEAR].

Notary Public

Printed Name:

My Commission Expires:

EXHIBIT A

Pricing Schedule

Annual Audit Services — Exhibit B, Items 1–14 (Lump Sum)

The annual fees below include all labor, supervision, specialists, tools, overhead, and other costs required to perform the annual audit services, including routine consultation described in Exhibit B.

Travel is included except as expressly authorized under Paragraph 5. All first-year transition costs associated with Exhibit B, Item 1, are included in the Year 1 annual audit fees and shall not be billed separately. Annual audit fees are payable according to the following agreed schedule: [PAYMENT

SCHEDULE TO BE NEGOTIATED].

State Fiscal Year Audited

Florida Prepaid College Board

Stanley G. Tate Florida Prepaid College Foundation, Inc. Florida ABLE, Inc.

Year 1 — 2026–27 $__________ $__________ $__________

Year 2 — 2027–28 $__________ $__________ $__________

Year 3 — 2028–29 $__________ $__________ $__________

Year 4 — 2029–30 $__________ $__________ $__________

Year 5 — 2030–31 $__________ $__________ $__________

Year 6* — 2031–32 $__________ $__________ $__________

Year 7* — 2032–33 $__________ $__________ $__________

Year 8* — 2033–34 $__________ $__________ $__________

Year 9* — 2034–35 $__________ $__________ $__________

Year 10* — 2035–36 $__________ $__________ $__________

* Optional renewal periods. Fees for each renewal apply only if the parties execute the renewal in writing.

Special Consulting and Advisory Services – Exhibit B, Item 15 (Per Hour)

The following hourly rates apply to separately authorized consulting and advisory services. Each project requires a written scope, personnel or position types, deliverables, schedule, and maximum fee approved under Paragraph 11 before work begins. No fee or rate adjustment is effective without a written agreement signed by both parties.

Position Type Hourly Rate

Partner – CPA $__________

Manager – CPA $__________

Senior – CPA $__________

Senior – Non-CPA $__________

Associate – CPA $__________

Associate – Non-CPA $__________

Administrative Personnel $__________

IT Specialist $__________

Other (please identify) $__________

Annual aggregate limit for special consulting and advisory services: [ANNUAL CONSULTING LIMIT TO BE

NEGOTIATED].

Any separately priced training or technical resources shall require prior written authorization under Exhibit B, Item 15. Routine consultation included in the annual audit fee shall not be billed again as an additional service.

EXHIBIT B

SCOPE OF AUDIT AND ACCOUNTING SERVICES

1. Transition. Coordinate with management and the predecessor auditor to obtain an understanding of the entities, prior-year financial statements, opening balances, significant accounting policies, outstanding findings, and relevant audit documentation. Identify transition risks, information needs, responsible personnel, and the first-year schedule. Obtain required management authorizations and access to predecessor documentation in accordance with applicable professional standards.

2. Annual Planning and Information Requests. For each annual audit, provide an initial required documents list by July 31 and meet with Board staff no later than August 1 following the June 30 fiscal year-end. Review reporting changes, significant risks, staffing, interim and final fieldwork, management responsibilities, and the timing of draft financial statements, final reports, and governing board presentations. Establish an annual work plan with information due dates and review periods sufficient to provide draft financial statements and audit reports by November 15 and final financial statements and audit reports by November 30. Additional information may be requested as audit needs arise.

With prior written authorization from Board staff, the Contractor may communicate directly with banks, custodians, recordkeepers, investment managers, and other service providers supporting the Board, Foundation, or ABLE United to obtain audit information and resolve questions. Authorization may cover ongoing communications for the annual audit without separate approval for each contact. The

Contractor shall keep Board staff informed of significant matters and promptly escalate unresolved issues.

3. Annual Financial Audits and Applicable Standards. Conduct annual audits of the Board’s reporting entity, including applicable fund and component-unit information, and the separate financial statements of the Foundation and ABLE United for each June 30 fiscal year-end covered by the Contract. Express opinions on the fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States, based on the audit evidence obtained.

Perform the audits in accordance with generally accepted auditing standards, Government Auditing

Standards, Section 11.45, Florida Statutes, and applicable Rules of the Auditor General. Fulfill applicable group-audit responsibilities under AU-C Section 600, including coordination with other auditors when necessary.

Conduct ABLE United’s annual state single audit in accordance with the Florida Single Audit Act, Section

215.97, Florida Statutes, and Chapter 10.650, Rules of the Auditor General. Audit the Schedule of

Expenditures of State Financial Assistance, perform required compliance and internal control testing for major state projects, issue all required reports and schedules, and assist Board staff with timely submission of the financial reporting package.

4. Financial Reporting and Changes in Accounting Standards. Evaluate financial statement recognition, measurement, presentation, and disclosures under the GASB or FASB requirements applicable to each reporting entity. Address applicable requirements concerning fiduciary activities, leases, subscription-based information technology arrangements, accounting changes and error corrections, compensated absences, risk disclosures, financial reporting model changes, capital asset disclosures, and subsequent events.

Identify relevant newly issued or revised standards and implementation guidance during annual planning; communicate applicability, effective dates, information needs, and effects on the audits.

Evaluate required implementation adjustments and disclosures. Management retains responsibility for selecting accounting policies, making estimates, approving entries, and preparing and approving the financial statements. Assistance with financial statement preparation is subject to Item 13.

5. Risk Assessment and Audit Evidence. Assess risks of material misstatement due to fraud or error, establish materiality, and design responsive audit procedures using professional judgment and skepticism. Evaluate the completeness and accuracy of information used as audit evidence, including reports extracted from accounting and recordkeeping systems. Address significant transactions, journal entries, reconciliations, related parties, and unusual or inconsistent information. Use sampling, analytical procedures, confirmations, and other procedures as appropriate, and document the basis for audit conclusions. Evaluate automated or technology-assisted results before relying on them.

6. Investments and Significant Estimates. Audit material investment balances and activity, fair value measurements, income, restrictions, and disclosures, including information from banks, custodians, investment managers, and other providers. Evaluate significant estimates and related disclosures, including actuarial information used in financial reporting, the reliability of underlying data, methods and assumptions, estimation uncertainty, and potential management bias. Evaluate the competence, capabilities, and objectivity of management’s specialists and the adequacy of their work as audit evidence. Use appropriately qualified auditor specialists when warranted.

7. Internal Controls and Service Organization Reports. Obtain an understanding of internal controls over financial reporting, including relevant information technology and controls performed by outsourced accounting, recordkeeping, custody, and other service organizations. Determine the nature and extent of control testing and substantive procedures required by the assessed risks.

At the annual planning meeting, identify anticipated System and Organization Controls (SOC) report coverage, known or expected reporting-period gaps, needed bridge letters, and complementary user entity controls. Evaluate relevant SOC reports, including their scope, periods covered, exceptions, subservice organizations, and complementary user entity controls. Perform additional audit procedures when the SOC reports do not cover relevant controls or periods, or otherwise do not provide sufficient appropriate audit evidence. Communicate identified IT control deficiencies and relevant SOC exceptions to the Board in writing.

8. Internal Control and Compliance Reporting. Issue the reports on internal control over financial reporting and on compliance and other matters required by Government Auditing Standards and applicable Florida requirements. Identify and communicate material weaknesses, significant deficiencies, and reportable noncompliance using the terminology and reporting requirements then in effect. Report the scope and results of the work without implying an opinion on the effectiveness of internal control or on overall compliance, except for opinions required under Item 3 or separately authorized engagements.

Promptly communicate identified or suspected fraud, noncompliance, or other matters requiring attention to the appropriate level of management and those charged with governance, and to external parties when required by law or professional standards.

9. Financial Statement Packages and Related Information. Deliver complete annual financial statement packages for the Board, Foundation, and ABLE United, including a table of contents, independent auditor’s reports, financial statements, notes, and related information required by the applicable reporting framework and agreed annual work plan. Perform and report on required supplementary information, supplementary information, and other information in accordance with applicable auditing standards.

Using records and supporting information provided by management, prepare the initial drafts of each entity’s financial statements and notes, update disclosures, incorporate management-approved adjustments, prepare required supplementary information and state reporting schedules described in

Item 12, and assemble the final reporting packages. These services are included in the annual audit fees and are subject to the independence safeguards in Item 13. Management retains responsibility for reviewing and approving the financial statements, notes, schedules, and adjustments.

Provide draft reports for management review and final signed reports in searchable electronic format, together with editable financial statement and disclosure files prepared as deliverables under this

Contract. Discuss proposed audit adjustments, uncorrected misstatements, disclosure changes, and disagreements with management in time to resolve issues before issuance. Contractor audit workpapers are governed by Paragraph 19 and Item 14.

10. Management Recommendations and Governing Board Presentations. Provide a management letter when required by applicable law or standards, and otherwise communicate in writing recommendations arising from the audits that warrant management attention. Address deficiencies in financial management, accounting procedures, transaction recording, or disclosures; improper expenditures or other reportable matters identified; and the status of prior-year findings and recommendations. Obtain management responses where required.

Provide required communications to those charged with governance. Attend a Board meeting annually, on a date coordinated with Board staff, to present the audited financial statements, discuss audit results, and respond to questions. Present the completed audit reports to the governing boards of the

Foundation and ABLE United, or their designated committees, on dates coordinated with Board staff.

Communicate significant matters promptly rather than waiting for the scheduled presentation.

11. Delivery Dates and Progress Reporting. Provide draft financial statements and audit reports by

November 15 and complete and deliver final financial statements, annual audit reports, and associated required reports by November 30 following the June 30 fiscal year-end being audited, or earlier when required by applicable law or regulation. Establish management review periods in the annual work plan consistent with these deadlines. Presentation dates shall be coordinated with the applicable governing board’s meeting schedule.

Monitor outstanding requests and progress against milestones. Promptly notify the Board in writing of any issue that may delay completion, identify the cause and affected deliverables, and propose corrective action and resource adjustments. Changes to intermediate milestones require written agreement and do not change the final reporting deadline unless authorized in writing by the Board and permitted by applicable law.

12. State Financial Reporting and Auditor General Coordination. Assist the Board, Foundation, ABLE

United, State of Florida Chief Financial Officer, and State Board of Administration, as appropriate, in ensuring that financial statements, notes, and requested financial data are in the form and content needed for the State’s financial statements. Compare financial reports and information submitted under section 216.102(1), Florida Statutes, as applicable, with the audited financial statements for the same period and provide a written conclusion identifying any significant differences.

Cooperate with the Florida Auditor General and other authorized governmental auditors, including providing requested supplemental information and access to relevant audit documentation and personnel. Fulfill applicable group-audit communications and instructions for the State’s financial statement audit within the agreed reporting schedule and professional requirements.

13. Quality Management Independence and Consultation. Maintain and document a system of quality management and engagement-level supervision and review that comply with applicable AICPA standards and Government Auditing Standards. Complete engagement quality reviews when required, maintain required external peer reviews, and provide the Board the most recent peer review report and any related corrective action response. Maintain auditor independence throughout the engagement and promptly disclose any circumstance that may impair it.

Evaluate and document threats and safeguards before undertaking financial statement preparation, accounting assistance, or other nonaudit services. Management shall designate a person with suitable skill, knowledge, or experience to oversee such services, evaluate their adequacy and results, and accept responsibility for them. The Contractor shall not assume management responsibilities. Routine audit-related consultation, discussion of adjustments and disclosures, and explanation of standards necessary to complete the annual audits are included in the annual audit fees. Other work is subject to Item 15.

14. Data Security Documentation Retention and Continuity. Protect confidential financial, participant, and other sensitive information through appropriate access controls, secure transmission and storage, and controlled retention and disposal. The Contractor shall maintain a written information security program aligned to NIST CSF or ISO 27001, including multi-factor authentication and encryption in transit and at rest. Board information shall be stored and accessed only within the United States unless the Board approves otherwise in writing. Any platform used to exchange or store Board information shall be covered by a current SOC 2 Type II report or equivalent, provided on request. Limit access to authorized personnel and approved service providers. The Contractor shall notify the Board's designated security contact by phone and email within 24 hours of becoming aware of any actual or reasonably suspected unauthorized access to, or loss or disclosure of, Board information, including at a subcontractor or service provider. The Contractor shall provide updates as facts develop, cooperate with the Board's investigation, and comply with all applicable incident reporting obligations. The Contractor shall not input Board information into any artificial intelligence or machine learning system, or permit its use to train or improve any model, without the Board's prior written approval. Approved use shall be limited to enterprise tools with no vendor retention or training, hosted in the United States, with human review of results. Any proposed third-party processing of confidential information shall be disclosed to and approved by the Board in writing, with appropriate confidentiality and security protections.

Maintain audit documentation for at least seven years after the report release date, or longer when required by law, professional standards, applicable records schedules, or a pending investigation, litigation, or legal hold. Provide access under Paragraphs 13, 19, 20, and 21 and Item 12. Maintain continuity and backup procedures, preserve institutional knowledge, and cooperate in an orderly transition to a successor auditor.

15. Special Consulting and Advisory Services. At the Board’s request, provide special consultation and advisory services concerning financial reporting, accounting, internal controls, auditing, or related matters outside the annual audit scope. Services may include analysis of complex transactions, implementation assistance, process improvements, training, or technical resources. Before work begins, the parties shall sign an additional services letter under Paragraph 11 stating the scope, deliverables, schedule, personnel or position types, applicable hourly rates, and maximum fee.

Maintain independence and comply with Item 13. Obtain written approval before exceeding an authorized scope or fee. Apply the hourly rates and annual aggregate limit in Exhibit A. Do not charge separately for work included in Items 1–14. Provide itemized invoices and communicate recommendations and results in writing.