TEXAS COMPTROLLER OF PUBLIC ACCOUNTS

Request for Proposals (RFP) No. 240h For Professional Certified Public Accounting Services For the Texas Treasury Safekeeping Trust Company

Anticipated Schedule of Events

(or as soon thereafter as practical)

Late Proposals will not be considered

(or as soon thereafter as practical)

TABLE OF CONTENTS

RFP 240h Professional CPA Services for TTSTC Page 4 of 51

PART I

GENERAL INFORMATION

1.1. Introduction

The Texas Comptroller of Public Accounts (Comptroller), on behalf of the Texas Treasury Safekeeping Trust Company (Trust Company), issues this Request for Proposals No. 240h (RFP) to solicit proposals from qualified, independent certified public accounting firms to assist Trust Company in performing financial statement audits and to provide policy compliance attestation services with respect to: (1) Trust Company; (2) Tobacco Settlement Permanent Trust Account (Tobacco Fund), a permanent trust fund established for the benefit of hospital districts and other entities providing indigent health care; (3) TexPool; (4) TexPool Prime; and (5) State Water Implementation Fund for Texas (SWIFT). TexPool and TexPool Prime (local government investment pools) and Tobacco Fund are managed by Comptroller by and through Trust Company. SWIFT is managed by Trust Company on behalf of Texas Water Development Board in accordance with Texas Water Code Sections 15.431-15.439. All requisite audit and reporting services are referred to as the “Services” in this RFP. Each individual or firm submitting a proposal in response to this RFP (Proposal) shall be referred to as “Respondent.” The selected Respondent(s), if any, are hereinafter referred to collectively as the “Successful Respondent(s).”

As a result of this RFP, Trust Company anticipates executing a contract with Successful Respondent(s) to perform the Services as described in this RFP and the contract, if any, resulting from it shall be referred to as Contract (Contract).

1.2. Background

Trust Company is a special-purpose trust company created by the 1987 Texas Legislature for the purpose of providing custody, investment management, and related services for state and certain local funds. By statute, Comptroller is the sole officer, director, and shareholder of the Trust Company. In 2001, the Texas Legislature amended the Trust Company’s enabling statute, Subchapter G of Chapter 404 of the Texas Government Code, and authorized Comptroller to appoint a chief executive officer of Trust Company and delegate to such officer the authority to manage Trust Company operations. Trust Company manages approximately $167 billion in funds for approximately forty (40) State of Texas (State) and local governmental clients. Due to the nature of the relationship between Trust Company and Comptroller and for the avoidance of doubt, references to “Comptroller” within this RFP may include functions, duties, and responsibilities of “Trust Company”, and references to “Trust Company” may include functions, duties, and responsibilities of “Comptroller.”

The following is a brief description of the major fund categories administered by Trust Company:

Treasury Pool Comptroller, through the Trust Company, manages the “Treasury Pool” comprised of moneys inside the State treasury pooled together for investment purposes and invested pursuant to Section 404.024 of the Texas Government Code. Average asset under management (AUM) is approximately $80 billion.

Texas Economic Stabilization Investment Fund The Texas Economic Stabilization Investment Fund was created by Section 404.0241 of the Texas Government Code to invest a portion of the Economic Stabilization Fund (ESF) balance for a slightly higher return than the state’s operating fund. Average asset under management (AUM) is approximately $20 billion.

SWIFT

The Trust Company holds, manages, and invests the SWIFT on behalf of the Texas Water Development Board in accordance with Section 15.433 of the Texas Water Code. The Texas Water Development Board will utilize the SWIFT to implement the State Water Plan. AUM is approximately $2 billion.

Endowment Funds Comptroller, through the Trust Company, manages or administers the following fourteen (14) endowment funds totaling approximately $5.4 billion in assets:

1. Permanent Endowment Fund for the Rural Communities Health Care Investment Program This trust fund is established under Section 487.558 of the Texas Government Code to provide assistance to health care professionals who locate in rural areas of the State.

2. National Research University Fund This constitutionally-authorized trust fund is established under Sections 62.141 – 62.149 of the Texas Education Code to provide a dedicated, independent, and equitable source of funding to enable emerging research universities in this State to achieve national prominence as major research universities. Effective January 1, 2024, with the creation of the Texas University Fund (TUF), this fund has been redesignated to become a part of the TUF.

3. Texas Preservation Trust Fund This trust fund is established under Section 442.015 of the Texas Government Code to provide financial assistance to public or private entities for the acquisition, survey, restoration, or preservation of historical property in Texas.

4. Permanent Fund Supporting Military and Veterans Exemptions This trust fund is established under Section 54.3411 of the Texas Education Code to help offset the cost to institutions of higher education of the exemptions required by Section 54.341, which provides for tuition exemptions to certain military veterans and family members.

5. Texas Financial Education Endowment This fund is established under Section 393.628 of the Texas Finance Code to improve consumer credit, financial education, and asset-building opportunities in the State.

6. Texas Permanent Fund Supporting Graduate Medical Education This fund is established under Section 58A of the Texas Education Code to provide support for graduate medical education planning and programs.

7. Historical Infrastructure Sustainability Trust Fund This fund was created by the 88th Texas Legislature. The purpose of this fund is to support maintaining, preserving, rehabilitating, and restoring historic sites throughout the state.

8. Texas State Building Preservation Endowment Fund This fund was created by the 88th Texas Legislature. The purpose of the fund is to maintain, preserve, rehabilitate, and restore the state buildings and grounds over which the State Preservation Board has jurisdiction.

9. Texas State Technical College System Permanent Technical Institution Infrastructure Fund (Permanent Fund) This fund is established by the 89th Texas Legislature and approved by citizens of Texas as set forth in Article VII, Section 21, of the Texas Constitution. The purpose of the Permanent Fund is to provide a dedicated source of funding for capital projects and equipment purchases related to educational programs offered by Texas State Technical College System.

*Tobacco Settlement Proceeds Funds: The Endowment Funds listed and described below that are established for education and health services and facility purposes and are funded with appropriations from the original $15 billion settlement of the State’s suit against the tobacco companies and the additional amount received under the “most favored nation” provision of the settlement agreement.

10. Tobacco Fund* This fund is established with Comptroller under Section 403.1041 of the Texas Government Code;

11. Permanent Fund for Rural Health Facility Capital Improvement* This fund is established with Comptroller under Section 403.1065 of the Texas Government Code;

12. Permanent Hospital Fund for Capital Improvement and the Texas Center for Infectious Disease* This fund is established with Comptroller under Section 403.1066 of the Texas Government Code;

13. Permanent Fund for Higher Education Nursing, Allied Health, and Other Health-Related Programs* This fund is established under Sections 63.201 and 63.202 of the Texas Education Code; and

14. Permanent Fund for Minority Health Research and Education* This fund is established under Sections 63.301 and 63.202 of the Texas Education Code.

Texas University Fund (TUF) The Texas University Fund (TUF) was created by the 88th Texas Legislature, Regular Session, and became effective January 1, 2024, after voter approval of the constitutional amendments establishing the TUF and certain constitutionally dedicated appropriations from the state’s Economic Stabilization Fund. The constitutionally authorized trust fund is a dedicated and independent source of funds for qualifying general academic teaching institutions. The TUF was created to enable these institutions to achieve national prominence as major research universities. The TUF enabling legislation also redesignates the predecessor National Research University Fund (NRUF), formerly invested by the Trust Company in the Endowment Fund Portfolio, as part of the TUF. AUM, including NRUF assets, is approximately $5.3 billion.

TexPool and TexPool Prime Comptroller, through Trust Company, manages the Texas Local Government Investment Pool which provides two investment options to eligible State of Texas public entities: TexPool and TexPool Prime. TexPool invests only in United States Treasury and government securities; TexPool Prime invests additionally in certificates of deposit and commercial paper (jointly referred to as “TexPool”). Comptroller and Trust Company have contracted with external service providers to administer and invest TexPool but retain ultimate oversight responsibility. TexPool is managed and invested in accordance with the Public Funds Investment Act, Chapter 2256 of the Texas Government Code. AUM for both TexPool and TexPool Prime is approximately $48.7 billion.

Other Funds

Trust Company also holds and invests funds for various State agencies and governmental entities, including bond proceeds and debt service funds.

RFP 240h Professional CPA Services for TTSTC Page 4 of 51

PART II

SCOPE OF WORK

2.1. General

Trust Company is prepared to award a Contract or Contracts to a qualified, certified public accounting firm or individuals (Contractor) to perform the audits and produce reports on Trust Company, Tobacco Fund, TexPool, TexPool Prime, and SWIFT. A qualified Contractor must: (1) be competently supervised and staffed by persons with expert knowledge, skills, and experience in financial statement audits of trusts, custodians, and managers of traditional and alternative investments; (2) possess experience working with State agencies; and (3) be familiar with and have experience in auditing entities comparable in size to Trust Company. A qualified Contractor must also be licensed to practice public accountancy and provide audit services in the State and be in good standing with the State Board of Public Accountancy and the Public Company Accounting Oversight Board (PCAOB).

Contractor shall, at a minimum, perform basic financial statement audits of the Trust Company, TexPool, TexPool Prime, and SWIFT covering the following period: September 1, 2025 through August 31, 2026, hereinafter referred to as “fiscal year 2026.” With respect to the Trust Company, Contractor shall also perform required reviews of certain compensation amounts and certify compliance with established compensation plans. With respect to TexPool, TexPool Prime, and SWIFT, Contractor shall also perform required investment policy compliance reports. Additionally, with respect to the Tobacco Fund, Contractor shall perform: (1) the financial statement audit for calendar year 2026 (January 1, 2026 to December 31, 2026); (2) compliance reports related to compliance with the Tobacco Fund’s investment policy; and (3) a compliance report of the annual distribution calculation as required by Tobacco Fund rules (currently codified at 34 Texas Administrative Code §§ 18.1-18.8) and as directed by Trust Company. The audits, audit reports, and policy compliance reports shall be performed and produced in accordance with:

· Generally Accepted Governmental Auditing Standards (GAGAS);

· Generally Accepted Auditing Standards (GAAS);

· American Institute of Certified Public Accountants requirements; and

· Any statutory, regulatory, or policy requirements applicable to Trust Company.

The audit reports must conclude with an opinion of the fair presentation of the financial statements of Trust Company, Tobacco Fund, TexPool, and TexPool Prime and SWIFT. The investment policy compliance reports for TexPool, TexPool Prime, and SWIFT must conclude with an opinion of the pools’ compliance with the requirements of the investment policy. The compliance reports for Tobacco Fund must conclude with an opinion of Tobacco Fund’s compliance with its investment policy and distribution calculation. The final audit reports and compliance reports may include comments, observations, findings, and recommendations on internal accounting controls, operational controls, policies and procedures, planning, budgeting and cash budgeting considerations, and other aspects where improvements might result in savings, efficiencies, or stronger internal controls.

If, during the Contract Term, Trust Company is required to conduct additional audits or compliance reports similar in scope to those referenced in this RFP, Trust Company and Contractor shall attempt to negotiate in good-faith an amendment to the Contract for the performance of such additional audits.

Contractor will be expected to meet the following approximate deadlines:

July 2026

Commence fieldwork

August 2026

Provide “List of Prepared by Client Schedules” to Trust Company

September 2026

Commence Fieldwork on TexPool/TexPool Prime

October 2026

Commence Fieldwork on Trust Company/SWIFT

November 2026

Issue Trust Company, TexPool, TexPool Prime, and SWIFT Reports

February 2027

Commence Fieldwork on Tobacco Fund

March 2027

Issue Tobacco Fund Reports

For each exercised Renewal Term, if any, of the Contract Term, the fiscal year, calendar year and approximate deadlines dates in this Section 2.1 that are applicable to Contractor’s performance of Services under the Contract shall be revised accordingly (i.e., 2026 becomes 2027, 2027 becomes 2028, etc.).

2.2. Contract Term; Sample Contract

If a Contract is awarded, the “Initial Term” of the Contract shall begin July 1, 2026, or such other date as requested by Trust Company and terminate June 30, 2027. In accordance with the terms of the Contract, Trust Company has the option, in its sole discretion, to extend the contract for four (4) additional periods, one (1) year each to be exercised one (1) year at a time through June 30, 2031 (each a “Renewal Term”). The Contract Term shall include the Initial Term and all exercised Renewal Terms.

A Contract awarded under this RFP, if any, shall be based on the sample contract (Sample Contract) included as Exhibit A of this RFP and shall incorporate this entire RFP. The Sample Contract includes boilerplate provisions and Trust Company reserves the right in its sole discretion to make a contract award without negotiation of these provisions. In the event Trust Company requires negotiations with Respondent(s), any modifications or clarifications agreed to with Successful Respondent(s) during contract negotiations shall also be incorporated into the final executed Contract. Each Respondent must review these terms and conditions in Exhibit A and otherwise in this RFP and address any concerns or issues in its transmittal letter. Terms and conditions not objected to will be deemed accepted. Trust Company has final approval of any contract awarded as a result of this RFP. Trust Company reserves the right in its sole discretion to modify the terms and conditions of Sample Contract in the best interests of the State prior to signature by the parties. Notwithstanding any exceptions or any other provisions of Respondent(s)’s proposal to the contrary, Respondent(s) shall indemnify Trust Company, Comptroller, and the State as specified in Sample Contract. The State, Trust Company, Comptroller, and their respective employees, officers, agents, and representatives will not indemnify Respondent(s) for any amount or for any purpose and any provisions to the contrary are void.

PART III

GENERAL INFORMATION

3.1. Authority

This RFP is issued pursuant to Chapter 403, Sections 403.011, 403.105, 403.1041, and 403.1069; Chapter 404, Subchapter G; Chapter 2254, Subchapter A; and Chapter 2256, Subchapter A, of the Texas Government Code. In accordance with Section 321.020 of the Texas Government Code, a delegation has been made from the State Auditor’s Office, providing Trust Company with authority to employ a private auditor to conduct an audit of Trust Company, TexPool funds, and SWIFT for fiscal year 2026 and the Tobacco Fund for calendar year 2026.

3.2. Trust Company and Comptroller Rights

In the best interest of Trust Company, Comptroller, and the State; Trust Company or Comptroller, in their sole discretion, may amend or modify any provisions of this RFP or withdraw this RFP at any time prior to award of a Contract. Trust Company or Comptroller reserve the right, in their sole discretion, to reject any or all submitted Proposals or to select one or more qualified Respondents to this RFP without discussion of Proposals with the respective Respondents.

The decision of Trust Company and Comptroller or their designee with regard to the above shall be administratively final. Trust Company and Comptroller, in their sole discretion, may waive administrative deficiencies and/or minor technicalities in Proposals. All Proposals shall become a part of Trust Company and Comptroller’s official procurement files and may be available for public inspection upon execution of a Contract, if any.

3.3. Respondent Obligations

Respondents to this RFP are responsible for any expense related to the preparation and submission of a Proposal. Neither Trust Company nor Comptroller shall pay for any cost that is incurred by Successful Respondent prior to the effective date of the Contract. Qualified firms with the requisite experience are invited to submit Proposals in accordance with this RFP. Proposals must address all specifications.

3.4. Successful Respondent Obligations

Trust Company shall look solely to Successful Respondent for performance of the Contract. Successful Respondent shall provide the requested Services under the direction of Trust Company. Successful Respondent shall be the sole point of Contract responsibility. Successful Respondent shall be liable, both individually and severally, for the performance of all obligations under the awarded Contract and shall not be relieved of the non-performance of any subcontractor.

3.5. Anticipated Schedule of Events

Trust Company anticipates that the solicitation process, selection of Successful Respondent, and execution of the Contract, if any, will proceed according to the following anticipated schedule:

(or as soon thereafter as practical)

Late Proposals will not be considered

(or as soon thereafter as practical)

The times stated in this document refer to Central Time (CT), Austin, Texas, unless otherwise specified. Comptroller’s regular office hours are 8:00AM to 5:00PM Monday through Friday, except national and official State of Texas holidays. All deadlines are subject to change at Comptroller’s sole discretion.

Notices of changes to items directly impacting the original RFP or proposal process will be posted on the Electronic State Business Daily (ESBD) located at: https://www.txsmartbuy.gov/esbd. Any amendment to this solicitation will be posted as an addendum on the ESBD. It is the responsibility of interested parties to periodically check the ESBD for updates to the procurement prior to submitting a Proposal. Respondent’s failure to periodically check the ESBD for updates will in no way release Successful Respondent from compliance with any requirements in the “addenda or additional information,” even if such compliance results in additional costs to meet the requirements.

3.6. Issuing Office

Comptroller, through its Contracts Section, is the Issuing Office and the sole point of contact for this RFP. The Contracts Section is the only office authorized to clarify, modify, amend, alter, or withdraw the specifications, terms, and conditions of this RFP and any contract awarded as a result of this RFP. Upon issuance of this RFP, other employees and representatives of Trust Company or Comptroller shall not answer questions or otherwise discuss the contents of this RFP with any Respondents or their representatives. Failure to observe this restriction may result in disqualification of any pending or subsequent proposal. This restriction does not preclude discussions unrelated to this RFP. Except as otherwise indicated in this RFP, all communications concerning this procurement must be in writing and addressed to the Issuing Office as follows:

Kathleen Graham, Contracts Attorney Email: contracts@cpa.texas.gov

3.7. Submission of Questions

Questions concerning this RFP must be in writing and must be submitted via email to the Issuing Office email address specified in Section 3.6 (Issuing Office) no later than the Deadline for Submission of Questions specified in Section 3.5 (Anticipated Schedule of Events). Telephone inquiries will not be accepted. Respondent is solely responsible for verifying Comptroller’s timely receipt of Respondent’s questions by the specified deadline.

Comptroller intends to release the Official Responses to Questions via posting to the ESBD on the date set forth in the Anticipated Schedule of Events or as soon thereafter as practical.

3.8. Deadline for Submission of Proposals; Delivery Instructions; Number of Copies Required One (1) electronic copy of the Proposal in searchable .pdf format must be submitted to the Issuing Office email address specified in Section 3.6 (Issuing Office) and received no later than the Deadline for Submission of Proposals set forth in Section 3.5 (Anticipated Schedule of Events). Late Proposals will not be considered under any circumstances. The email must be labeled with “RFP No. 240h for Professional Certified Public Accounting Services for Texas Treasury Safekeeping Trust Company” and include the name and address of Respondent within the body of the email.

Respondent is solely responsible for verifying Comptroller’s receipt of a Proposal by the deadline set forth in the Anticipated Schedule of Events. Comptroller and Trust Company shall not be liable or responsible for any costs whatsoever incurred in submission of a Proposal. Respondents will not be permitted to hand deliver Proposals or provide hardcopy Proposals to the Issuing Office. Respondents are required to electronically submit Proposals in accordance with this Section. Faxed Proposals are not acceptable and will not be considered.

Respondent is solely responsible for ensuring timely delivery of its Proposal to the Issuing Office before the deadline. Comptroller strongly encourages Respondent to send the email with the attached Proposal in accordance with specifications of this RFP at least fifteen (15) minutes prior to the Deadline for Submission of Proposals specified in Section 3.5 (Anticipated Schedule of Events) in order to allow for any networking delays that may occur (e.g., firewalls, security scans, etc.). Late Proposals will not be accepted.

For purposes of meeting the 2:00PM delivery deadline, the Issuing Office’s electronic receipt date and time will be considered conclusive in all respects.

3.9. Confidential Information; Nondisclosure; Open Records

All information gathered, produced, derived, obtained, analyzed, controlled, or accessed by Respondent in connection with a contract resulting from this RFP (Confidential Information), shall be and remain Confidential Information and shall not be released or disclosed by Respondent without the prior written consent of Trust Company and Comptroller, which consent must specifically identify the Confidential Information to be disclosed by Respondent and the nature of the disclosure for which consent is sought. Respondent must execute and return with its proposals a Nondisclosure Agreement with Trust Company in the form of Exhibit D attached hereto.

Under Section 322.020 of the Texas Government Code, the Legislative Budget Board (LBB) has implemented a database of State agency contracts. See the LBB website at https://www.lbb.texas.gov/. Comptroller may upload to the LBB contract database the text of the complete Contract, including Successful Respondent’s Proposal (with limited redaction and appendix) no later than ten (10) days after the date of Contract award, if any. In submitting a Proposal, Respondent acknowledges that it understands and accepts this requirement.

Following the award of a Contract, responses to this RFP are subject to release as public information unless the response or specific parts of the response can be shown to be exempt from the Texas Public Information Act. All Respondents are advised to consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information. Trust Company assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by Respondents.

If a Respondent believes that any portion of a proposal is confidential, Respondent must so specify. Respondent must stamp “CONFIDENTIAL” in bold red letters on that specific part or page of the proposal which Respondent believes to be confidential. Respondent must submit in writing specific detailed reasons, including any relevant legal authority, stating why Respondent believes the material is confidential. Vague and general claims as to confidentiality will not be accepted. Trust Company and Comptroller will be the sole judges as to whether a claim is general and/or vague in nature. All Proposals and parts of Proposals which are not marked as confidential will be automatically considered public information after the contract is awarded. A response resulting in an award may be considered public information even though parts are marked confidential.

In the event Trust Company or Comptroller receive a request for portions of a Proposal marked as “CONFIDENTIAL” as specified above, such request shall be forwarded to the Texas Office of Attorney General (OAG) for an opinion on whether such information may be withheld from disclosure under the Texas Public Information Act. The Trust Company or Comptroller will notify Respondent whose Proposal is the subject of the request when the information is forwarded to the OAG. Trust Company and Comptroller assume no obligation for asserting legal arguments on behalf of Respondents. Respondents are advised that Trust Company and Comptroller are obligated to comply with the decision of the OAG, including any such decision calling for the release of information marked “CONFIDENTIAL” by a Respondent.

Copyrighted Proposals are unacceptable and are subject to disqualification as non-responsive.

3.10. Media Releases

Comptroller and Trust Company do not endorse any vendor, commodity, or service. Media releases pertaining to this RFP, the Contract, if any, or the Services to which they relate shall not be made without the prior written consent of Comptroller and Trust Company and then only in accordance with explicit written instructions from Comptroller or Trust Company. The disclosure of the contents of Proposals prior to the award of the Contract, if any, or any other violation of this section, may result in disqualification.

3.11. Non-exclusivity

This RFP is not exclusive, and Comptroller reserves the right to issue additional solicitations regarding the Services described in this RFP or similar services at any time.

3.12. Incorporation of Exhibits

Exhibits A, B, C, D, E, F and G are attached hereto and incorporated as part of this RFP for all purposes.

PART IV

PROPOSAL FORMAT

4.1. Introduction

Each Proposal shall contain a cover sheet with the following: “RFP No. 240h for Professional Certified Public Accounting Services for the Texas Treasury Safekeeping Trust Company” and the name and address of Respondent. Proposal pages must be consecutively numbered.

Proposals must be organized as described in Section 4.2. Proposals not organized in this manner may be subject to disqualification. Conciseness and clarity of content are required; a vague and general Proposal may be considered non-responsive which may result in disqualification of the Proposal. Proposals must be complete; failure to provide all required information may result in the disqualification of the Proposal.

Any terms and conditions attached to a Proposal will not be considered unless specifically referred to in the Proposal.

ALL EXHIBITS TO THIS RFP ARE PREPARED EXCLUSIVELY FOR RFP NO. 240h. RESPONDENT’S SUBMISSION OF OTHER EXHIBITS OR DOCUMENTS, INCLUDING PRIOR RFP EXHIBITS, MAY RESULT IN DISQUALIFICATION OF THE PROPOSAL.

4.2. General Organization of Proposal Contents

Proposals must be organized as follows:

1. Transmittal Letter;

2. Executive Summary;

3. Table of Contents;

4. Respondent Identifying Information;

5. Proposed Subcontractor(s) Identifying Information;

6. Respondent Qualifications and Experience;

7. Proposed Personnel;

8. Respondent Narrative;

9. Proposed Fee;

10. Insurance;

11. Financial Statements;

12. Execution of Proposal;

13. Historically Underutilized Businesses Subcontracting Plan;

14. Criminal Conviction Certification;

15. Nondisclosure Agreement;

16. Conflict of Interest/Disclosure Statement; and

17. Certification Regarding Public Nature of the Proposal.

A description of the information required for each of the items listed above is set forth below.

4.2.1. Transmittal Letter

Respondent must submit a transmittal letter that identifies the entity that submits the Proposal and includes a commitment by that entity to provide the Services required by Trust Company. The transmittal letter must state that the Proposal is valid for one hundred eighty (180) days from the deadline for delivery of proposals to Comptroller. Any Proposal containing a term of less than one hundred eighty (180) days for acceptance from this deadline will be rejected as non-responsive.

The transmittal letter must be signed by a person legally authorized to bind Respondent. Respondent also must indicate in its transmittal letter why it believes it is the most qualified to provide the requisite Services and why it believes its proposed Services best meet Trust Company’s objectives and RFP requirements.

The transmittal letter must include a statement of acceptance of the terms and conditions of the Contract as set forth in the Sample Contract located in Exhibit A to the RFP. If a Respondent takes exception to any of the proposed terms and conditions stated in Sample Contract or this RFP, then the exception(s) must be specifically and clearly identified in the transmittal letter, and an explanation of the requested change, along with the proposed alternative language must also be included in the transmittal letter. However, failure to accept the terms and conditions as set forth in Exhibit A may result in disqualification of the proposal.

4.2.2. Executive Summary

Respondent must provide an executive summary of its proposal and a representation that the Proposal addresses all of the requirements of this RFP. The Executive Summary must not include any information concerning the costs of the Proposal. The Executive Summary must not exceed three (3) pages, and must represent a full and concise summary of the contents of the Proposal. Respondent must identify any Services that are provided beyond those specifically requested. If Respondent is providing Services that do not meet the specific requirements of this RFP but in the opinion of Respondent are equivalent or superior to those specifically requested, any such differences must be noted in the executive summary. However, failure to provide the Services specifically required may result in disqualification of the Proposal.

4.2.3. Table of Contents

Each Proposal must be submitted with a table of contents that clearly identifies and denotes by page number each section of the Proposal and the location of all enclosures of the Proposal. The table of contents must follow the RFP’s structure as much as possible.

4.2.4. Respondent Identifying Information

Respondent must provide the following identifying information:

1) name and address of business entity submitting the Proposal;

2) names of all principals;

3) type of business entity (e.g., corporation, partnership, etc.);

4) state of incorporation or organization and principal place of business;

5) name and location of Texas offices, other major offices, and other facilities that relate to Respondent’s performance under this RFP;

6) name, address, business telephone number, cell phone number, email address, and fax number of Respondent’s principal contact person regarding the Contract;

7) Respondent’s Federal Employer Identification Number (FEIN or EIN) and Texas Tax Identification/Registration Number, if any;

8) all affiliated companies and subsidiaries, or any joint ventures or other affiliations;

9) indicate whether Respondent is currently a party to litigation in process; if so, identify the parties, jurisdiction, case number, and subject matter;

10) a statement regarding the financial stability of Respondent, including the ability of Respondent to perform the requisite Services and additional Services included in its Proposal and Respondent’s audited financial statements for the last two (2) years of its operation or, in the alternative, financial statements compiled, reviewed, and attested by an independent certified public accountant or certified public accounting firm;

11) detail of any State Board of Public Accountancy or Public Company Accounting Oversight Board disciplinary actions against the Respondent or proposed personnel;

12) detail of any ownership changes which have occurred in the last five (5) years, including changes pending;

13) full name and address for each member, partner, and employee of the Respondent (and any subcontractors) who will perform Services on this project; and

14) an organizational chart indicating lines of authority, names, titles, and functions of individuals responsible for the Services.

4.2.5. Proposed Subcontractor(s) Identifying Information

The Proposal must identify any subcontractors and outline the contractual relationship between Respondent and each proposed subcontractor. Respondent must provide statements for each of its proposed subcontractors signed by an individual authorized to legally obligate each subcontractor and attesting to the fact that it will provide the Services as represented in Respondent’s proposal. Proposed subcontractors may be required to submit ownership information similar to that required of Respondents in the Section above. Respondent must disclose, at Trust Company’s request, any information regarding proposed subcontractors.

4.2.6. Respondent Qualifications and Experience

A) Experience

1) Respondent must include a detailed overview of Respondent’s experience providing the requisite services in its Proposal. Respondent must demonstrate its knowledge of and experience with activities relevant to the Services. Respondent must provide a detailed profile that describes the following:

a. the size and scope of all operations, including number of Respondent’s employees and years in business;

b. the general nature of previous similar work performed by Respondent, particularly work in the last three (3) years;

c. Respondent’s depth and length of experience with state agencies;

d. Respondent’s experience in Certified Public Accounting services;

e. For each proposed subcontractor:

i. the size and scope of all operations, including number of employees and years in business;

ii. the general nature of previous similar work performed, particularly work in the last three (3) years;

iii. depth and length of experience with state agencies; and

iv. any other information Respondent believes is pertinent to this RFP.

B) Cancellations or Terminations Respondent must list all contracts or purchase orders that Respondent executed or accepted within the last three (3) years and which were canceled or terminated prior to completion by any state agency or other entity with which Respondent contracted. For each such contract or purchase order, Respondent must include a detailed explanation for the cancellation or termination and final resolution of the matter as well as the names and telephone numbers of each such agency's or firm’s contact person. If none, specify none.

C) References In its Proposal, Respondent must include a list of at least three (3) clients, other than Trust Company or Comptroller, for which Respondent has provided services during the last three years on projects of a similar nature as those requested by this RFP that typify Respondent’s qualifications. For each project, Respondent should include the following information:

1) client name;

2) client contact person, address, and telephone number;

3) complete description of the work performed and deliverables provided;

4) accurate description of the cost of the work performed (if for a public entity), including whether payment was fixed-fee, hourly fee, or some other method of compensation; and

5) specific description of results achieved.

Comptroller and Trust Company shall not be limited to contacting only the references provided by Respondent. Comptroller and Trust Company reserve the right to contact other agencies or entities with which Respondent or its subcontractors are currently or have previously conducted business and to consider those responses in the RFP evaluation process.

Trust Company is not obligated to contact Respondent in the event incomplete reference information is submitted in the proposal. Consequently, Respondent’s failure to provide all or part of the requested reference information in its proposal may be reflected as a score of “0” for the applicable evaluation criterion.

4.2.7. Proposed Personnel

The Proposal must identify all key personnel who are to be part of the proposed team and detail their experience. Respondent must include in the Proposal resumes of all management, supervisory, and key personnel that will be involved in performing the Services, and must provide for each person:

1) a full name (including full middle name);

2) a five (5) year employment history;

3) a specific description of relevant experience and skills that person has with this type of services, that must include at least three (3) years of experience performing work similar to the required Services (limit to one page);

4) a specific indication of what role the individual will have in this project; and

5) any additional pertinent information to indicate the individual's ability to aid Respondent in successfully completing the required Services (limit to one page).

In addition, Respondent must provide an organizational chart indicating lines of authority, names, titles, and functions of individuals responsible for the Services.

Resumes and biographies must present the required personnel information in sufficient detail to provide Trust Company with a convincing indication that the personnel involved can successfully provide the required Services. The key personnel, as identified in the proposal, are considered to be essential to the Services. Trust Company reserves the right, in its sole discretion, to approve each member of the team and to request substitutions. All replacements of personnel must be of equal or superior experience or skill as the person replaced.

4.2.8. Respondent Narrative

In its Proposal, Respondent must submit a narrative explanation of how the offered services will meet the requirements of this RFP.

A) In its Proposal, Respondent must also provide a preliminary Work Plan, with a table of contents, that: (1) describes in detail audit methods and strategies, quality control mechanisms, and proposed tasks that demonstrate a high level of quality and commitment to excellence, meeting auditing and accounting standards and guidelines, and the ability to meet reporting deadlines, as described in this RFP; and (2) demonstrates extensive experience in and understanding of the nature of audit research and analysis required in order to carry out the intent of the Contract. Roles and responsibilities of Trust Company, beyond those stated in the RFP, shall be clearly described by the Respondent.

B) Respondent must represent and warrant that it has a disaster recovery plan in effect for its computer systems and equipment and that of any subcontractor upon whom Respondent relies for the performing or providing of any Services, supplies, or products to or on behalf of Trust Company. Respondent must describe generally its disaster recovery plan and the date and results of the most recent test of the plan.

C) Respondent’s narrative shall also include the following:

1) Compliance with CPA Data Safeguard Standards. Respondent shall describe its approach and methodology for meeting the requirements in Section 14.38 (CPA Data Safeguard Standards), subsections a) through t), of Exhibit A (Sample Contract). Respondent must address each item; if an item is required after the Effective Date of the Contract, Respondent must verify that it will comply within the timeframe indicated for that item.

2) Data Security Breach History. Respondent shall disclose any its data security breach incidents and ransomware security incidents, including pertinent, public information describing the breach such as the date of the incident, date of incident discovery, cause of the incident, and remediation efforts undertaken by Respondent.

3) System Development Life Cycle. Respondent shall provide a written description of its system development lifecycle that addresses security engineering methods, software development methods, testing/evaluation/validation techniques, and quality control processes.

4) Cybersecurity. Respondent shall provide a high-level description of the preventive, deterrent, detective, corrective, compensating, and directive cybersecurity controls that it will implement and maintain to protect Comptroller’s Information System.

5) Artificial Intelligence. Respondent shall include information to show its ability to comply with Section 14.38 (CPA Data Safeguard Standards), subsection s), of Exhibit A (Sample Contract).

D) In its narrative, Respondent may also concisely describe any additional features, aspects, or advantages of its services in any relevant area not covered elsewhere in its Proposal.

The selection of a Successful Respondent shall be made in accordance with the provisions of Chapter 2254, Subchapter A, of the Texas Government Code, applicable to the selection by a governmental entity of a provider of professional accounting services. Under Section 2254.003 of the Texas Government Code, Trust Company shall select the Successful Respondent on the basis of demonstrated competence and qualifications to perform the services, and for a fair and reasonable price.

4.2.9. Proposed Fee

Comptroller is soliciting proposals on behalf of Trust Company to procure the Services for a firm fixed price. Respondents are encouraged to offer their best pricing at all times. In its Proposal, Respondent must include all costs of providing all of the services requested by this RFP on a price sheet similar in format to the price sheet located in Attachment D (Authorized Personnel and Compensation) to Exhibit A. All costs and expenses associated with the Services defined by the RFP must be included on the proposed price sheet.

Trust Company reserves the right to negotiate budget and budgetary constraints at the time of contract award. Any Contract resulting from this RFP shall include a total not-to-exceed fee for all costs associated with providing the Services.

4.2.10. Insurance

In its Proposal, Respondent must provide a statement of its intent to obtain and maintain for the Contract Term the minimum insurance specified in the Sample Contract. Respondent should also describe other insurance coverage maintained by Respondent in the ordinary course of business and provide proof of same in its Proposal. Proof of insurance may be provided in the form of current certificates of insurance.

4.2.11. Financial Statements

In its Proposal, Respondent must provide audited financial statements for the last two (2) years of Respondent’s operations or in the alternative, financial statements compiled, reviewed, and attested by an independent certified public accountant or certified public accounting firm. This provision refers to the past two (2) years retrospectively from the date the RFP was issued.

In lieu of providing audited financial statements in its Proposal, Respondent may provide a statement regarding Respondent’s financial stability and viability to perform under any resulting contract. If Respondent elects this approach rather than audited financial statements, Respondent must submit a statement with appropriate supporting documentation which sufficiently details its financial solvency and verifies its ability to fulfill the requirements of this RFP.

4.2.12. Execution of Proposal

Exhibit B must be completed and signed by Respondent and included with the Proposal.

4.2.13. Veteran Heroes United in Business Subcontracting Plan In accordance with Section 2161.252 of the Texas Government Code and 34 Texas Administrative Code §20.285, each state agency that considers entering into a contract with an expected value of $100,000 or more shall, before the agency solicits bids, proposals, offers, or other applicable expressions of interest, determine whether subcontracting opportunities are probable under the contract. If subcontracting opportunities are probable, each state agency’s invitation for bids, requests for proposals, or other purchase solicitation documents with an expected value of $100,000 or more shall state that probability and require a Veteran Heroes United in Business (VetHUB) Subcontracting Plan (HSP).

Comptroller and Trust Company have determined that subcontracting opportunities are probable and require Respondents to complete the State of Texas VetHUB Subcontracting Plan (HSP) form located at: https://comptroller.texas.gov/purchasing/vendor/hub/forms.php.

For purposes of the HSP, Comptroller has and Trust Company have determined that this procurement falls under the following category:

Special Trade Construction

Professional Services

Other Services

Commodities

Comptroller has identified the possible subcontracting opportunities on the “Agency Special Instructions/Additional Requirements” portion of the State of Texas VetHUB HSP form set forth below.

Agency Special Instructions/Additional Requirements The Texas Comptroller of Public Accounts is committed to increasing contracting opportunities with VetHUBs by contracting directly with VetHUBs or indirectly through subcontracting opportunities in compliance with Chapter 2161 of the Texas Government Code.

A bid/proposal/offer to a solicitation with an expected value of $100,000 or more must contain a completed HSP and supporting documentation to be considered responsive. Comptroller may reject an HSP that was not developed in good faith or completed. After contract award, Successful Respondent may be subject to debarment pursuant to Section 2161.253(d) of the Texas Government Code if any modifications are made to the HSP without PRIOR approval from Comptroller.

For assistance in completing the HSP, Respondent may visit the following website:…