KELLY HANCOCK

ACTING TEXAS COMPTROLLER OF PUBLIC ACCOUNTS

Request for Proposals (RFP No. 240q) for Auditing Services on Behalf of the Education Savings Account Program

RFP 240q ESA TEFA CPA Services CMD# 26-8324VR Page 1 of 2

TABLE OF CONTENTS

PART I

INTRODUCTION AND BACKGROUND

1.1 Introduction

The Texas Comptroller of Public Accounts (Comptroller) invites proposals from qualified, independent private audit entities to perform audits of the Education Savings Account Program’s (Program) certified educational assistance organization’s (CEAO) internal controls over transactions and compliance with regulations by participants, providers, and vendors (Services). Responses to this RFP (Proposals) may be submitted by any qualified person or entity (Respondent) able to provide the Services under the terms and conditions of this RFP. Respondent’s Proposal is a legal offer to contract based upon the terms, conditions, and specifications set forth in this RFP, including the Sample Contract (Exhibit A).

The Comptroller is seeking to award one or more contract(s) with one or more Respondents (Successful Respondent) for qualified audit services as outlined in this RFP (Contract). The time and number of Contracts and all procedures relating to such Contracts are within the sole discretion of Comptroller. Successful Respondent, as an independent contractor, shall provide Services, at its facilities and with its own personnel.

1.2 Background

This section is intended to provide general background information about the Program. In preparing a Proposal, Respondents should carefully review Senate Bill 2 (SB2) and the Program rules (see Useful Links in section 1.3 below). Successful Respondent is responsible for ensuring audit(s) address all requirements of SB2 and the Program rules, as each may be amended.

SB2, passed by the 89th Texas Legislature Regular Session, was signed into law by Governor Greg Abbott on May 03, 2025 and codified in Chapter 29, Subchapter J, Texas Education Code .[footnoteRef:2] SB2 establishes an education savings account (ESA) program under Chapter 29, Subchapter J, Texas Education Code, “to provide additional educational options to assist Texas families in exercising the right to direct the educational needs of their children and achieve a general diffusion of knowledge.” The Program is also referred to as the Texas Education Freedom Accounts program (TEFA). [2: To clarify, Subchapter J of Chapter 29 of the Texas Education Code is referenced herein as “SB2.”]

The Program is administered through the Comptroller’s Education Savings Account Division. Under SB2, The Comptroller may contract with one or more CEAO(s), not to exceed five, to administer the Program. The Comptroller has contracted with Primary Class, Inc. dba Odyssey to serve as CEAO.

The Legislature appropriated $1 billion to the Program for the State of Texas fiscal biennium beginning September 1, 2025. Of that amount, up to 3% can be used to cover the Comptroller's cost of administering the Program and up to 5% can be used to pay the CEAO for the cost of providing services.

1.2.1 Applicant Prioritization

SB2 prioritizes eligible applicants in the following tier groups:

· Children with a disability who are members of a household with a total annual income that is at or below 500 percent (500 %) of the federal poverty level (FPL) guidelines;

· Children who are members of a household with a total annual income that is at or below 200 percent (200 %) of the FPL guidelines;

· Children who are members of a household with a total annual income that is above 200 percent (200%) of the FPL guidelines and below 500 percent (500%) of the FPL guidelines; and

· Children who are members of a household with a total annual income that is at or above 500 percent (500 %) of the FPL guidelines. The amount of money spent on children in this category may not exceed 20 percent (20%) of the amount of money appropriated for the Program for that school year, prioritized by children who were enrolled in a Texas public school district or open-enrollment charter school for at least 90 percent (90%) of the preceding school year as verified by the Texas Education Agency (TEA).

Note. The CEAO breaks Tier 4 into two tiers in order to track separately those applicants who were enrolled in a Texas public school district or open enrollment charter school for at least 90 percent (90%) of the preceding school year and the CEAO refers to that group as Tier 5.

Eligible siblings are grouped together in the tier of the highest-ranked sibling. That is, if one child is in Tier 1 and their siblings are in Tier 3, all would be grouped together in Tier 1.

1.2.2 Application Process

Parents apply through the CEAO’s online application portal and must upload certain documents to prove eligibility, such as a driver license, birth certificate, proof of Texas residency, a tax return, military orders if applicable, and for those parents of a child with a disability, certain documents must be provided to verify that the child is eligible for Tier 1 prioritization or additional funding. To determine if a child is eligible for the additional amount available for children with an Individualized Education Program (IEP), the CEAO has established an interface with TEA to confirm that the agency has an IEP on file.

Parents could submit applications February 4, 2026, through March 31, 2026. A total of 248,785 eligible applications were received.

1.2.3 Funding and Award Notifications for the 2026-27 School Year

Funds of $824.5 million were designated for the 2026-27 school year as follows:

Less:

For the 2026–27 school year, award notifications were sent to 28,233 Tier 1 students and 16,520 of their eligible siblings in April 2026. Due to demand significantly exceeding available program funding, a lottery was conducted on April 28, 2026, to determine the remaining award recipients. Following the lottery process, award notifications were sent to 51,181 Tier 2 students in early May, bringing the total number of students receiving award notifications to 95,934. The remaining 152,830 eligible Tier 2, 3, and 4 applicants have been placed on a waitlist for future consideration should additional funding become available. An appeal process exists to allow parents to submit appeals to eligibility determinations, funding amounts, or prioritization. A reserve of $91.6 million has been set aside to fund successful appeals. Before any funds are released to student accounts, parents must opt in upon receiving notification of award and private schools must verify enrollment by those students who receive awards for private schools. All participation figures are subject to change as recipients opt out of participation, successfully appeal eligibility or funding, or additional students are moved from the waitlist as funds become available.

1.2.4 Approved Uses of Program Funds

Program funds transferred to participant accounts can only be used to purchase Comptroller-approved products and services from Comptroller-approved education service providers (private schools, higher education, or public schools) and vendors of educational services or products on the marketplace maintained by the CEAO. Funds cannot be used to reimburse parents for out-of-pocket expenses or to pay any person who is related to the program participant within the third degree by consanguinity or affinity, as determined under Chapter 573, Texas Government Code. Providers and vendors may apply on a rolling basis and are reviewed for approval to be included on the marketplace. The following are approved education-related expenses that parents can purchase from the marketplace:

· Tuition and fees for a private school, a higher education provider, an online educational course or program, or a program that provides training for an industry-based credential approved by TEA (provided the service provider is located in, and/or registered with the Texas Secretary of State to do business in the state of Texas);

· Textbooks or other instructional materials or uniforms required by a private school, higher education provider, or course in which the participant is enrolled, including purchases made through a third-party vendor of educational products;

· Fees for classes or other educational services provided by a Texas public school district or open-enrollment charter school;

· Costs related to academic assessments;

· Fees for services provided by a private tutor or teaching service;

· Fees for transportation provided by a fee-for-service transportation provider;

· Fees for educational therapies or services not covered by federal, state, or local benefits;

· Costs of computer hardware or software and other technological devices required by an education service provider or vendor of educational products or prescribed by a physician to facilitate a participating child’s education, not to exceed in any year ten percent (10 %) of the total amount transferred to the participating child’s account that year; and

· Costs of breakfast or lunch provided to a participating child during the school day by a private school.

Participating schools and vendors of educational products can be added on a rolling basis throughout the year. As of May 27, 2026, there were 2,553 participating schools and a total of 1,966 vendors had applied.

1.2.5 Funding of Participant Accounts

The amount to be transferred to a participant’s account each school year is equal to:

· For a participant attending a participating private school, 85 percent of the estimated statewide average amount of state and local funding per student in average daily attendance for the most recent school year for which that information is available, as provided by TEA ($10,474 for the 2026-27 school year); or

· For a participant attending a participating private school with a current IEP on file with TEA, up to $30,000; or

· $2,000 for a homeschool/other participant.

The Comptroller is required by statute to transfer funds to participants’ accounts each school year as follows:

· Not later than July 1, at least one-quarter of the total annual amount shall have been funded;

· Not later than October 1, at least one-half of the total annual amount shall have been funded; and

· Not later than April 1, the total remaining amount after the above transfers shall have been funded.

On July 1, 2026, the Comptroller plans to fund 25% of the amount awarded to each student attending a participating school and 100% of the amount awarded to homeschool/other students.

1.2.6 Required Verification

Prior to funds being disbursed into a student’s account, applicants must verify if the student is a homeschool/other or private school student. If they indicate they are a private school student, they select the school they are attending and the private school must verify through the CEAO’s online portal that they are a student at the school before any funds are transferred to the student’s account. The Program is required to verify periodically with TEA that participants are not enrolled in a public or charter school which would cause them to be suspended from the Program.

1.2.7 Participant Academic Testing

TEFA program participants in grades 3-12 enrolled in a participating private school are required to take an approved nationally norm-referenced or state-approved assessment each year. The CEAO will collect testing data for program participants.

1.2.8 Required Program Audits

SB2 requires the Comptroller to contract with a private entity to audit accounts and program participant eligibility data not less than once per year to ensure compliance with applicable law and Program requirements. See Texas Education Code, Section 29.363, as provided in SB2, for further details.

The following information is provided to assist Respondent in designing an appropriate audit approach and estimating level of effort:

(1) Program and Participant Data

Participant requirement and documentation for eligiblity:

Active duty military families must provide current active duty orders placing the households in the state of Texas, or military orders indicating that the family will be residing in Texas during th 2026-27 school year

If additional documentation is needed, the parent may provide one of the following: birth certificate, report of birth abroad, certificate of citzenship, certificate of naturalization, or other official documentation affirming lawful admission

Pre-Kintergarten Eligibility

Number of dependents collected on application to calculate AGI

Per SB2, eligible students are prioritized based on income and special education status (see page 4 for prioritization details):

Participant Application Documentation for Prioritization

Number of dependents and AGI

(2) Vendor Requirements

All vendors are required to provide a Certificate of Fact from the Texas Secretary of State, Certificate of Formation from the Texas Secretary of State, Certificate of Filing from the Texas Secretary of State, or if a sole propriertorship or general partnership, a registration of assumed name from local country clerk’s office is accepted.

Any vendors who will have access to the students, either in-person or virtually, are required to have a fingerpirnt criminal history background check. The Comptroller has an agreement with DPS for the fingerprint checks and a Memorandum of Understanding with agencies who are participating members in the Search Engine for Multi-Agency Reportable Conduct (SEMARC), a centralized system for authorized users to search across multiple agencies to identify individuals with a history of abuse, neglect, exploitation or misconduct. SEMARC results are used to determine an individual’s eligibility for employment, volunteer positions, certification, contracts or licensure with facilities regulated or licensed by participating state agencies. The Program verifies that vendors are not listed on the Do Not Hire Registry through TEA.

Must be accredited by the Texas Private School Accreditation Commission or TEA

Fingerprint criminal history background check

Fingerprint criminal history background check

Fingerprint criminal history background check

1.3 Useful Links

· Senate Bill 2, 89th Regular Legislative Session: https://capitol.texas.gov/tlodocs/89R/billtext/pdf/SB00002F.pdf#navpanes=0

· TEFA Rules: https://texas-sos.appianportalsgov.com/rules-and-meetings?chapter=16&interface=VIEW_TAC&part=1&subchapter=E&title=34

· Comptroller’s Program website: https://comptroller.texas.gov/programs/education/esa

· TEFA website (includes programs FAQs): Texas Education Freedom Accounts Program – Odyssey

PART II

SCOPE OF WORK

2.1 Service Description

Comptroller is prepared to award one or more contracts for auditing services provided by qualified, independent private audit entities to review the CEAO’s internal controls over Program transactions, audit accounts and Program participant eligibility data, and provider and vendor transactions to ensure compliance with applicable law and Program requirements. The audit shall be performed not less than once a year, in accordance with Chapter 29, Subchapter J, Texas Education Code and Title 34, Part 1, Chapter 16, Subchapter E of the Texas Administrative Code. Services include review and audit of application records for participants, providers and vendors; distributions from participants’ accounts; and addition of marketplace products and services to provide assurance on accuracy; and regulatory compliance and detection of fraud, theft or abuse. Respondent may offer additional yearly audits in their Proposal as necessary to perform Services. Respondents are encouraged to propose audit methodologies they believe are most appropriate to achieve the objectives of the Program and the requirements of SB2, CEAO contract, and applicable Program rules. The Comptroller does not prescribe a specific audit methodology and Respondent should exercise professional judgement in designing an approach responsive to Program risk, scale, and complexity.

Methodologies must address, at a minimum:

· Program accounts and participant eligibility data,

· Internal controls over Program transactions of CEAO, and

· Compliance by CEAO, Program participants, and education service providers (private schools) and vendors of educational products and services with applicable law, rules and Program requirements (including compliance testing for Sec. 29.354, Sec. 29.357(a), and Sec. 29.358 of SB2, and other Program requirements).

Successful Respondent shall report to the Comptroller any violation of Chapter 29, Subchapter J of the Texas Government Code or other relevant law or regulation and any transactions Successful Respondent determines to be unusual or suspicious found during an audit. Comptroller may report the violation or transaction to the CEAO, the education service provider or vendor of educational products, as applicable, and each participating parent who is affected by the violation or transaction.

The Successful Respondent (1) shall meet with Comptroller prior to beginning work on each audit to develop a Comptroller-approved work plan and (2) will provide periodic status reports to Comptroller as requested by Comptroller as audit work progresses. Within ten (10) business days of conclusion of each audit, the Successful Respondent shall provide the above-mentioned report to Comptroller. Such report shall include, at a minimum:

· Methodologies used to conduct the audit and standards applied;

· Any findings of transactions or activities that deviate from law or program requirements;

· Any suspected fraud, theft or abuse;

· Detailed list of specific steps for rectification, responsible parties, and timelines for completion;

· Essential data points, performance metrics, and trend analyses that provide insight into the Program’s compliance trajectory; and

· Recommendations to strengthen internal controls and improve procedures to detect and mitigate risk, fraud, theft, or abuse by the CEAO, participants, providers and vendors.

Successful Respondent should plan for at least two annual presentations to the Comptroller including required communication and an overview of the audit plan at the beginning of the audit and presentation of a final report at the conclusion of each audit. Successful Respondent should provide more frequent updates to Comptroller for issues of concern that may arise during an audit.

Successful Respondent shall provide Services in compliance with all requirements of this RFP and the Contract.

2.2 Audit Objectives. The following audit objectives establish minimum expectations for audit planning and execution of each audit(s):

1. Internal Controls Review (CEAOs). Assess design and operating effectiveness of internal controls over Program transactions (e.g., authorization, segregation of duties, documentation, reconciliation, monitoring, exception handling, change management, and IT access).

2. Compliance Testing

· CEAO(s): Test compliance with Sec. 29.354 of SB2 and all other applicable Program requirements, rules, guidance, and contracts (e.g., application and payment administration, participant eligibility and expense verification, complaint handling, and Comptroller-defined cybersecurity requirements)

· Program Participants: Test compliance with Sec. 29.357(a) of SB2 and all other applicable Program requirements (e.g., authorized use of funds, eligibility, and enrollment in school district or open-enrollment charter school, prohibited uses and recordkeeping).

· Providers/Vendors: Test compliance with Sec. 29.358 of SB2 and other Program requirements (e.g., eligibility/approval status, service/product legitimacy, pricing, delivery, documentation).

3 Data Integrity & Eligibility. Validate accuracy, completeness, and timeliness of participant eligibility data and account data; test controls that prevent ineligible enrollments, funding and transactions.

4 Fraud & Abuse Detection. Identify indicators of fraud, waste, misuse, conflicts of interest, kickbacks, and other violations; quantify exposure and recommend corrective actions.

5 Financial & Operational Assurance. Confirm that Program funds are allocated to participant accounts in accordance with statutory requirements and spent for intended purposes; assess financial reporting, reconciliations and variance analyses.

6 Recommendations. Provide prioritized, actionable recommendations with risk ratings and management response plans. In conducting an audit(s), Successful Respondent may require a Program participant, education service provider or vendor of educational products, or CEAO to provide information and documentation regarding any transaction occurring under the Program.

PART III

GENERAL PROVISIONS

3.1 Authority

This RFP is issued pursuant to the authority granted in Chapter 29, Subchapter J of the Texas Education Code and Chapter 2254, Subchapter A of the Texas Government Code. In accordance with Section 321.020 of the Texas Government Code, the Texas State Auditor’s Office (State Auditor) delegated to Comptroller the authority to solicit Proposals to employ a private auditor to perform the Services.

3.2 Comptroller Rights

In the best interest of Comptroller and the State of Texas, Comptroller, in its sole discretion, may amend or modify any provisions of this RFP or the Sample Contract (Exhibit A), or withdraw this RFP at any time prior to award of a Contract. Comptroller reserves the right, in its sole discretion, to reject any or all submitted Proposals or to select one or more qualified Respondents without discussion of Proposals with the respective Respondents.

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

3.3 Respondent Obligations

Respondents are responsible for any expense related to the preparation and submission of a Proposal. Comptroller shall not pay for any cost that is incurred by Successful Respondent prior to the effective date of the Contract. Qualified entities with the requisite experience are invited to submit Proposals in accordance with this RFP. Proposals must address all specifications listed in Part II.

3.4 Successful Respondent Obligations

Comptroller shall look solely to Successful Respondent for performance of the Contract. Successful Respondent shall provide the requested Services under the direction of Comptroller. 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 Contract and shall not be relieved of the non-performance of any subcontractor.

3.5 Schedule of Events

Comptroller anticipates that the selection of Successful Respondent and execution of the Contract, if any, will proceed according to the following approximate schedule:

The times stated in this document refer to Central Time (CT), Austin, Texas, where appropriate. Comptroller’s regular office hours are 8:00 a.m. to 5:00 p.m., 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: http://www.txsmartbuy.gov/esbd . Any amendment to this RFP 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. Upon issuance of this RFP, other employees of 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 or assistance completing the required Veteran Heroes in Business Historically Underutilized Business (VetHUB) Subcontracting Plan (HSP). Except as otherwise indicated, all communications concerning this procurement must be in writing and addressed to the Issuing Office as follows:

Vicki L. Rees E-mail: contracts@cpa.texas.gov

3.7 Submission of Questions

Respondents may submit written questions by email to the Issuing Office no later than 2:00 p.m. by the deadline set forth in the Schedule of Events. On or about the date set forth in the Schedule of Events, Comptroller expects to electronically post answers to the written questions on the ESBD located at: http://www.txsmartbuy.gov/.

3.8 Deadline for Submission of Proposals

An electronic copy of the Proposal must be received in the Issuing Office no later than 2:00 p.m. on the deadline set forth in the Schedule of Events. The email must be labeled with “RFP No. 240q Auditing Services” and include the name and address of Respondent in the body of the email. Late proposals will not be considered under any circumstances.

Respondents are solely responsible for verifying Comptroller’s receipt of their Proposals by the deadline specified above. Comptroller shall not be liable or responsible for any costs whatsoever incurred in submission of a Proposal. Faxed or mailed Proposals are not acceptable and will not be considered.

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

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 lbb.texas.gov. Comptroller shall upload to the LBB’s contract database the text of the complete Contract, including Successful Respondent’s Proposal (with limited redaction and appendix) after the date of Contract award. In submitting a Proposal, Respondent acknowledges that it understands and accepts this requirement.

3.9 Confidential Information; Nondisclosure; Open Records

All information gathered, produced, derived, obtained, analyzed, controlled or accessed by Respondent in connection with a contract (“Confidential Information”), shall be and remain Confidential Information and shall not be released or disclosed by Respondent without the prior written consent of 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. Relatedly, Respondent must execute and return with its Proposal a Nondisclosure Agreement with Comptroller, in the form of Exhibit D attached hereto.

Following the award of a Contract, Proposals are subject to release as public information unless the response or specific parts of the Proposal can be shown to be exempt from the Texas Public Information Act, Chapter 552 of the Texas Government Code. 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. Comptroller assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by Respondents.

Respondent must complete and return with its Proposal the Certification Regarding Public Nature of the Proposal, Exhibit F. In accordance with Exhibit F, Respondent must specifically identify any parts of its Proposal it believes are confidential. Respondent must stamp in bold red letters the term “CONFIDENTIAL” on that specific part or page of the Proposal that Respondent believes to be confidential. Respondent must submit in writing specific, detailed reasons, including any relevant legal authority, stating why Respondent believes the material to be confidential. Vague and general claims of confidentiality will not be accepted. Comptroller will be the sole judge of whether a claim is general and/or vague in nature. All Proposals and parts of Proposals that are not marked as confidential will be automatically considered public information after the contract is awarded. A Proposal resulting in an award may be considered public information even though parts are marked confidential.

In the event Comptroller receives a request under the Texas Public Information Act for portions of a Proposal marked as “CONFIDENTIAL” as specified above, Comptroller shall forward such request to the Office of the Attorney General of the State of Texas (“Attorney General”) for an opinion on whether such information may be withheld from disclosure under the Texas Public Information Act. Comptroller will notify Respondent whose Proposal is the subject of the request when the information is forwarded to the Attorney General. Comptroller assumes no obligation for asserting legal arguments on behalf of Respondent. Respondents are advised that Comptroller is obligated to comply with the decision of the Attorney General, 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 does not endorse any vendor, commodity, or service. Media releases pertaining to this RFP, the Contract, or the Services shall not be made without the prior written consent of Comptroller and then only in accordance with explicit written instructions from Comptroller. The disclosure of the contents of Proposals prior to the award of the Contract, or any other violation of this section may result in disqualification of Respondent’s Proposal.

3.11 Non-exclusivity

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

3.12 Term of Contract; Sample Contract

The initial term of the Contract shall begin September 1, 2026, or as soon thereafter as practical, and terminate August 31, 2027 (Initial Term). In accordance with the terms of the Contract, Comptroller has the option, in its sole discretion, to extend the Contract for two (2) additional periods, one year at a time, as follows: September 1, 2027, through August 31, 2028, and September 1, 2028, through August 31, 2029. The “Contract Term” means the Initial Term plus any additional periods. Comptroller, in its sole discretion, may extend the Contract for six (6) months following the last period of renewal or for such additional time as Comptroller deems necessary to secure and transition to a new contract or provider.

In accordance with Section 321.020 of the Texas Government Code, the State Auditor, by letter dated March 25, 2026, has delegated to Comptroller, on behalf of the Comptroller, the authority to employ a private entity to perform the audit services described in this RFP, including the scope of work. The delegation of authority is effective through August 31, 2029, to cover the anticipated Initial Term and renewal periods.

A Contract shall be based on the Sample Contract included as Exhibit A and shall incorporate this entire RFP. The Sample Contract includes boilerplate provisions, and Comptroller reserves the right, in its sole discretion, to make a contract award without negotiation of these provisions. In the event Comptroller requires negotiations with Successful Respondent, any modifications or clarifications agreed to with Successful Respondent 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 of this RFP and the Sample Contract not specifically objected to in the transmittal letter will be deemed to be accepted by Respondent. Comptroller has final approval of any Contract.

Comptroller reserves the right, in its sole discretion, to modify the terms and conditions of the Sample Contract in the best interests of the state of Texas prior to signature by the parties. Notwithstanding any exceptions or any other provision of Respondent’s Proposal to the contrary, Successful Respondent shall indemnify Comptroller and the state of Texas, as specified in the Sample Contract. The state of Texas, Comptroller, and their respective employees, officers, agents, and representatives, will not indemnify Successful Respondent for any amount for any purpose, and any provisions to the contrary are void.

3.13 Incorporation of Exhibits

Exhibits A, B, C, D, E, F, G, and H 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. XXXX for Auditing Services by Qualified Independent Private Audit Entities” and the name and address of Respondent. The Proposal must contain an organized, paginated table of contents with hyperlinks corresponding to the sections and pages of the Proposal. Pages must be numbered consecutively.

Proposals must address each item and be organized as described in Section 4.2 (Proposal Minimum Requirements and Organization). Proposals not containing all information requested in Section 4.2 or not organized according to Section 4.2 may be subject to disqualification. Conciseness and clarity of content are required; vague and general Proposals may be considered non-responsive and may result in disqualification. Proposals must be complete; failure to provide all required information may result in the disqualification of the Proposal.

ALL EXHIBITS TO THIS RFP ARE PREPARED EXCLUSIVELY FOR THIS RFP. RESPONDENT’S SUBMISSION OF OTHER EXHIBITS OR DOCUMENTS, INCLUDING PRIOR RFP EXHIBITS, MAY RESULT IN DISQUALIFICATION OF THE PROPOSAL.

4.2 Proposal Minimum Requirements and Organization

Proposals must be organized as follows:

a) Transmittal Letter;

b) Executive Summary;

c) Table of Contents;

d) Respondent Identifying Information;

e) Proposed Subcontractor(s) Identifying Information;

f) Respondent Qualifications and Experience;

g) Proposed Personnel;

h) Respondent Narrative;

i) Proposed Fee;

j) Project Work Plan;

k) Insurance;

l) Financial Statements;

m) Execution of Proposal;

n) Veteran Heroes in Business Historically Underutilized Businesses Subcontracting Plan;

o) Criminal Conviction Certification;

p) Nondisclosure Agreement;

q) Conflict of Interest Statement;

r) Certification of Public Nature of Proposal; and

s) Information and Cybersecurity Requirements.

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

4.2.A Transmittal Letter

Respondent must submit a transmittal letter that identifies the entity submitting the Proposal and includes a commitment by that entity to provide the Services. 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 Comptroller’s objectives and RFP requirements.

The transmittal letter must include a statement of acceptance of the terms and conditions of the Sample Contract (Exhibit A). If a Respondent takes exception to any of the proposed terms and conditions provided in the Sample Contract or otherwise in 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 those terms and conditions may result in disqualification of the Proposal.

4.2.B 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 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.C 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. The table of contents must have hyperlinks corresponding to the sections and pages of the Proposal.

4.2.D 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);

(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, business 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) full name and business address for each member, partner, and employee of Respondent (and any subcontractors) who will perform Services;

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

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

(12) detail of any Board of Public Accountancy disciplinary actions against Respondent or proposed personnel.

4.2.E 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 Comptroller’s request, any information regarding proposed subcontractors.

4.2.F Respondent Qualifications and Experience

1. Experience

Respondent must include a detailed overview of Respondent’s experience providing the services in its Proposal, with a particular emphasis on serving governmental entities. 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 providing similar services to public sector entities;

d. For each proposed subcontractor:

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

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

3. depth and length of experience providing similar services to public sector entities; and

e. Any other information Respondent believes is pertinent to this RFP.

2. Cancellations, Terminations, and Non-renewals

Respondent must list all contracts or purchase orders that Respondent executed or accepted within the last five (5) years and which were canceled, terminated, or not renewed 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.

3. Vendor Reference Form (Reference Form)

Respondent must send the Reference Form (Exhibit G) to at least three (3) companies or government agencies (References). Instructions are included on the Reference Form. Respondents may send the Reference Form to References via email. Comptroller is not responsible for undeliverable emails or for non-responsive References. Respondents’ References will be evaluated in accordance with Part V (Proposal Evaluation and Selection). Vendor must include all requested information in the top portion of the Reference Form. References must respond to Comptroller on the form provided by the due date provided in the Anticipated Schedule of Events to be considered in Proposal evaluation. The Reference Form must be submitted directly from the References to Comptroller. Respondents shall not submit the Reference Form to Comptroller and Comptroller shall not consider such Reference Forms in Proposal evaluation. References may be contacted for clarification at Comptroller’s discretion. Comptroller is not obligated to contact Respondent when Reference Forms are received or in the event a Reference submits incomplete information.

4. Peer Review Report

Respondent must provide the entity’s most recent Peer Review Report.

4.2.G Proposed Personnel The Proposal must identify all key personnel, including a project manager for the Contract, who are to be part of the proposed team and detail their experience. Respondent must include in the Proposal résumés 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.

Résumés must present the required personnel information in sufficient detail to provide Comptroller 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. Comptroller reserves the right, in its sole discretion, to approve each member of the team and to request substitutions.