lenawee county intermediate school district

Transcription

LENAWEE COUNTY INTERMEDIATE SCHOOL
DISTRICT
Request for Proposal
For Audit Services
For Three Fiscal Years Ending June 30, 2015, 2016 and 2017
Release Date: December 8, 2014
Due Date: 2:00 PM, January 30, 2015
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PROJECT DESCRIPTION
Lenawee County Intermediate School District (LISD) is seeking proposals from qualified firms of
Certified Public Accountants to audit its financial statements for the fiscal years ending June 30,
2015, 2016 and 2017.
Completed proposals must be sent to Lenawee Intermediate School District, Attention Theresa
Soto, Executive Director, Business and Finance Services 4107 North Adrian Highway, Adrian, MI
49221 and received by 2:00 p.m. on Friday, January 30, 2015. Proposals must be submitted in a
sealed envelope that is clearly marked “AUDIT PROPOSAL.” No oral, telephone, fax or email
bids will be accepted.
Pre-bid conferences to discuss audit expectations, school district procedures, etc. will be held on
December 17, 2015. Attendance is recommended but not mandatory. To schedule a pre-bid
conference, call Theresa Soto at (517) 265-1640.
Although cost will be an important factor in awarding the contract, Lenawee Intermediate School
District is not obligated by any statute or regulation to award the purchase of audit services solely
on the basis of cost. The District reserves the right to use other subjective criteria and will award
the contract to the firm the District believes will serve the best interests of the District and the
public. The District also reserves the right to waive any informalities or irregularities in any
proposal and to reject any or all proposals. Additionally, the District reserves the right to negotiate
changes in services with the firm determined to have submitted the proposal that is in the best
interest of the District.
Proposals will be evaluated with a strict emphasis on quality. The federal government has the
authority to review the audit report and audit work papers to ascertain the quality of the audit.
Furthermore, the citizens are expecting quality stewardship of all available resources. As such,
the primary emphasis of procuring an audit will be quality of technical factors of the audit firm.
Attributes that will be analyzed include, but are not necessarily limited to:
1. Number of public schools districts, including intermediate school districts audited by the office
of the Certified Public Accounting firm.
2. Involvement in school related organizations.
3. Experience auditing school districts.
4. Training of personnel in government and federal grant auditing.
5. Reference responses.
6. Maintenance of a secondary partner on the engagement.
7. Internal quality control procedures and external quality control reviews.
After technical qualities have been evaluated, cost and other considerations will be evaluated.
GENERAL CONDITIONS
The following general conditions are imposed on all proposals submitted in response to this RFP:
1.
Proposed prices represent an offer to contract on the part of the proposing party. Proposed
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prices must remain in effect for at least sixty (60) days from the bid opening date.
2.
The selected firm will be required to enter into a formal professional services agreement
with the LISD further describing the responsibilities of each party to the agreement. A
copy of the proposed agreement is attached to this RFP as appendix “A”.
3.
LISD is a public school district and thus is exempt from any and all sales and/or service
taxes. Do not include such taxes in the proposal figures. The LISD will furnish the
successful bidder with tax exemption certificates upon request.
4.
No bidder may withdraw a bid after the actual date of the opening thereof except in case
where a bidder demonstrates to the District’s satisfaction that a material and substantial
mistake was made in preparing the bid, in which event the bidder has 24 hours after the
opening of the bid to deliver to the LISD, a notice in writing that he/she desires to
withdraw his/her bid and stating the reasons therefore. Once a bid is withdrawn, it may
not be re-submitted.
5.
LISD reserves the right to waive any informalities or immaterial omissions or defects not
involving price, time or changes in the work. In the case of error in the extension of
prices in the bid or other arithmetical error, the unit price shall govern.
6.
LISD will not pay any costs incurred by the firm in preparing or submitting any proposals
in response to this RFP.
7.
Any deviation from the specifications included in this RFP must be noted in the bid
proposal, and the proposing firm must provide written rationale for the deviation.
8.
LISD reserves the right to split or abstract any or all bid proposals and award multiple
contracts from the same quotation, based on price, availability and service when in its
judgment it best serves the LISD.
9.
LISD may conduct background checks on individuals who will be working on LISD
property, due to the proximity to and potential for interaction with LISD students. As is
permitted by applicable federal and state law, LISD reserves the right to deny access to
any individual(s) based upon the results of background checks.
10.
The selected firm will not be permitted to assign any agreement between the firm and
LISD, nor will the firm be permitted to subcontract any services owed to LISD.
11.
The selected firm will not discriminate against any employee or applicants for employment
because of race, religion, color, national origin, handicap, age, or sex and will take
affirmative action to insure that applicants are employed without regard to their race,
religion, color, national origin, age, sex, height, weight, or marital status. Such action shall
include, but not be limited to, the following: employment upgrading, demotion or transfer;
recruitment advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeship.
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12.
The selected firm will comply with all published rules, regulations, directives, and orders
of the Michigan Civil Rights Commission relevant to Section 206, 1976 P.A. 453, as
amended.
13.
The selected firm will understand and acknowledge that LISD will maintain the sole right
to terminate the contract with the firm with or without cause and without penalty,
provided that termination occurs pursuant to the terms of the agreement between the
parties.
14.
The selected firm will be expected to comply with all applicable federal, state, and local
laws in addition to applicable LISD Board policies such as those which prohibit the
possession or use of tobacco or alcohol, or carrying any dangerous weapons on LISD
property.
15.
LISD reserves the exclusive right to reject any and all proposals, to waive defects or
informalities, and to offer to contract with any firm in response to any RFP.
The preceding list is provided for informational purposes only, and is in no way intended to be an
exclusive list of the terms and conditions that may be imposed upon the responding firm by LISD
through a professional services contract.
All questions should be directed to Theresa Soto at (517) 265-1640.
TIME TABLE
1.
Release of RFP on December 8, 2014.
2.
Pre-Bid conference on December 17, 2015 (not mandatory).
3.
Proposals due at 2:00 p.m. on January 30, 2015.
4.
LISD Board of Education action by March 2, 2015.
5.
Notification to all firms as soon as possible after Board approval.
FIRM/AUDITOR QUALIFICATIONS
 The audit firm must maintain a sufficient number of professional staff in order to provide
adequate technical expertise and depth.
 The audit firm and the partner assigned to the district must have considerable experience in
auditing K-12 public school districts and Intermediate School Districts within the State of
Michigan.
 The audit firm must have an excellent reputation for service in school district auditing.
 The auditor will provide a profile of the professional responsible for the overall management
of the audit.
 The auditor shall identify the audit managers, field supervisors and other staff who will work
on the audit, including staff from other than the local office if applicable.
 Resumes, including relevant experience and continuing education for auditor in-charge up to
the individual with final responsibility for the engagement, should be included. Resumes
may be included as an Appendix.
 Assurances must be given that there will be some continuity in the assignment of audit staff
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during the three-year contract.
The auditor must be fully informed on Generally Accepted Accounting Principles and auditing
procedures.
The auditor must be fully informed of the requirements of GASB.
The auditor is expected to be familiar with the types of policies and procedures school districts
follow.
All auditing staff must be properly trained and supervised.
The audit firm should have a minimum of $1,000,000 Errors and Omissions Insurance. The
successful firm will be required to provide the district with a certificate of insurance to verify
this coverage.
AUDIT REQUIREMENTS
SCOPE:
 Completion of an annual, audited financial report that is in compliance with Generally
Accepted Governmental Auditing Standards as promulgated by GASB, AICPA and
Michigan Departments of Education and Treasury.
 Completion of Single Audit Report in compliance with the United States General Accounting
Office standards commonly referred to as the “Yellow Book” and Michigan Department of
Education Michigan School Auditing Manual.
 Completion of the Audit Disclosures report as required by the Michigan Department of
Education (MDE).
 Preparation of Management Letter for the Executive Director of Finance/Business Services
and/or Superintendent.
 Meetings with the Board Treasurer, the Executive Director of Finance/Business Services
and/or Superintendent prior to release of any report and, at the request of the Executive
Director of Finance/Business Services or the Superintendent, meetings with the Board of
Education to review the above reports.
 Audit procedures should be in compliance with auditing standards as promulgated by MDE,
Michigan Department of Treasury, GASB, AICPA, and U.S. General Accounting Office.
AUDIT TIMELINE:
 Audit fieldwork to be completed by the end of September 2015, 2016 and 2017.
 Audit to be completed and electronically submitted to State of Michigan on or before October
15th.
OTHER:
 The auditor shall furnish the school district with an electronic copy and ten paper copies of the
Comprehensive Annual Financial Report and Single Audit Report. In addition, the auditor
shall furnish and send the required number of copies for submission to each federal and state
agency as required.
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DISTRICT INFORMATION
1. General Information
Name:
Lenawee County Intermediate School District
Address:
4107 N. Adrian Highway
Adrian, MI 49221
Entity:
Governmental Unit
Officers:
Jim Philp, Superintendent
Theresa Soto, Executive Director of Finance/Business Services
Richard Germond, LISD Board of Education Treasurer
Nature of Business: Michigan Regional Educational Service Agency
2. Enrollment and Services
The district provides general, career and technical and special education services to all public
and non-public school district students and staff within its service area. There are approximately
16,000 general and special education students enrolled in the public school districts in Lenawee
County. In addition, there are approximately 330 special education students that the ISD claims
for membership.
3. Staffing
The district employs approximately 354 people. This number comprises approximately 16
administrators, 35 salaried personnel, 133.5 teachers/itinerants/counselor/director, 72 teacher
assistants/learning assistants/COTA/PTA/Health Care assistants/job coach, 40 transportation
workers, 9 custodians, 48.5 administrative support, and 61.5 others employed or contracted
through a third-party staffing agency as miscellaneous staff positions.
4. Accounting software
Lenawee County Intermediate School District utilizes SunGard eFinance software for general
ledger, accounts payable, accounts receivable, purchasing, payroll and personnel. The special
education department utilizes eSchool for student services/pupil accounting purposes.
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5. District Financial Information
Fund
General
Special Education
Career Technical Education
Health Insurance Consortium
Technology Consortium
Cooperative Services
(3) Capital Projects Funds
Total
7/1/2014 Audited
Fund Balances
$4,151,297
6,985,777
6,235,951
10,745
382,481
304,276
10,697,906
$28,768,433
First Revision
First Revision
2014-15
2014-15
Revenues &
Expenditures &
Other Financing Other Financing
Sources
Sources
$8,791,468
$9,152,247
24,550,188
25,475,034
10,615,418
13,444,515
14,091,202
14,084,263
867,635
1,008,134
578,068
576,607
2,348,054
3,927,476
$61,842,033
$67,668,276
The Health Insurance Consortium, the Technology Consortium, and the Cooperative Services
funds are three proprietary internal service funds. The school district also has five fiduciary
accounts. There is currently no debt retirement fund.
6. Taxes
Lenawee County Intermediate School District receives property taxes from 38 municipalities.
The district levies taxes on both summer and winter rolls. The 2014 tax levy includes 4.1042
mills for the Special Education levy, .2563 mills for the General Operating levy and 2.9191 mills
for Vocational Education operations. The district has no debt retirement millage.
7. Other:
Lenawee Intermediate School District is the fiscal agent for the Lenawee County Health
Insurance Consortium, the Hillsdale/Lenawee/Monroe Math/Science Program and the
Lenawee/Monroe Technology Consortium that includes twenty-two districts in Lenawee and
Monroe Counties.
The District implemented GASB 34 for the fiscal year ended June 30, 2003. The District
currently has accurate records for fixed assets and uses a fixed asset accounting software
program that computes depreciation. As of June 30, 2014 the District’s net investment in capital
assets was $16,212,714. The District plans on providing accurate fixed asset and depreciation
figures at the end of each fiscal year.
In preparation for the annual audit, the District currently records all journal entries and provides
all detail for accounts receivable, accounts payable, accrued salaries, other accrued liabilities and
deferred revenue.
All grants are reconciled and receivables/deferred revenue recorded at year-end. Few or no audit
entries are usually required by the current auditors.
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A copy of the Schedule of Expenditures of Federal Awards for the year ending June 30, 2014 is
enclosed for your review.
SUBMISSION REQUIREMENTS
Proposals submitted in response to this RFP are to follow the outline described below and must
address all requested information. Any additional information that the firm wishes to include
that is not specifically addressed below should be included in the appendix to the proposal.
Firms are encouraged to keep the proposals brief and to the point.
A. COVER LETTER/TRANSMITTAL LETTER – Please include a cover letter signed by a
member of the firm having the authority to negotiate and execute contracts on behalf of the firm.
B. AUDIT PROPOSAL FORMS
Please complete the attached bid forms in their entirety. Failure to complete any section may
result in disqualification of a proposal.
C. LISD Proposal Forms – The following LISD proposal forms must be completed and
included with all bids:
1.
Michigan based Business - Consistent with Michigan law, the LISD has adopted
and implemented a policy that extends a preference to Michigan-based businesses
submitting a proposal pursuant to this request for proposals. Solely for the
purposes of determining the value of a bid for purposes of an award, the bid price
of a Michigan-based business that is bidding in accord with this request for
proposals shall be reduced by a factor of the lesser of 5% or $10,000. For all
other purposes, the bid price shall remain as stated in the proposal.
In order to be considered for such a preference, a bidder must satisfy the
definition of a Michigan-based business as found in MCL 18.1268 and shall
provide a completed copy of the consent form affixed to this RFP, as well as any
additional consent necessary to permit LISD to verify the firms’ status as a
Michigan- based business through the Michigan Department of Treasury.
Additional consent must be provided by the bidder with 24 hours of request by
LISD. Failure to satisfy the statutory definition of a Michigan- based business
and/or failure to provide the necessary and/or additional consent to permit the
LISD to verify the proposer’s status as a Michigan-based business through the
Michigan Department of Treasury, shall result in the forfeiture of any preference
for which the bidder may qualify, including, but not limited to the Michiganbased business preference.
Qualified firms should affix a completed copy of the attached Michigan-based
business certification and verification form. (This form applies to Michigan-based
businesses only.)
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The LISD’s constituent school districts may or may not have Michigan based
business preference policies.
2.
Familial Relationship Disclosure – Bidders must include a completed copy of
the attached LISD familial disclosure statement.
3.
Iran Economic Sanctions Act Compliance – Bidders must include a
completed copy of the attached LISD Iran Economic Sanctions Act compliance
form.
4.
Suspended or Debarred Vendor Form – Bidders must include a completed
copy of the attached suspended or debarred vendor form certifying that the
bidder is not a federally suspended or debarred vendor.
5.
Conflict of Interest Form – Bidders must include a completed copy of the attached
conflict of interest form certifying that the bidder does not have a conflict of
interest with any LISD Board member, staff member, or agent.
All proposals shall be submitted in a sealed envelope clearly marked, “AUDIT PROPOSAL”.
Proposals shall be mailed or delivered in person to the LISD William J. Ross Education
Service Center, attention Theresa Soto, Executive Director Finance and Business Services, 4107
North Adrian Highway, Adrian, Michigan 49221. Neither Facsimile nor e-mail bids will be
accepted. Proposals must be received by LISD at or before 2:00 PM, EST on Friday,
January 30, 2015. Proposals received after the 2:00 PM deadline will be disqualified and
returned unopened.
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LENAWEE COUNTY INTERMEDIATE SCHOOL DISTRICT
AUDIT PROPOSAL FORM
This offer has been prepared after our examination of the complete specifications, together with
their related documents, and our examination of the conditions surrounding performance of the
proposed work including the availability of materials, equipment, and labor. The undersigned
submits the following offer to enter into a contract with the Lenawee Intermediate School
District and agrees to furnish all labor, material, equipment, and service to complete performance
in accordance with this RFP:
Please complete and return this proposal form with any additional information you feel is
necessary to help us evaluate your firm. Proposals are due by 2:00 p.m. on January 30, 2015.
1. Location of office that will be performing the audit for Lenawee Intermediate School District.
Audit Firm:
Address:
Contact Person:
Phone Number:
____________________________________
____________________________________
____________________________________
____________________________________
2. Number of Michigan school district audits your firm conducted in each of the last three years.
Please attach a list of school districts.
Year ending June 30, 2012
__________
__________
__________
3. Number of other governmental (fund accounting) audits your firm conducted in each of the
last two years.
Last year
__________
Prior year
__________
4. List your firm’s involvement in school district type organizations.
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
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5. List specific school district/government audit and training provided to your staff in the last
two years.
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
6. Number of total audit staff (do not include tax, consulting services or clerical personnel).
Number of audit staff
Number of audit staff with CPA certification
___________
___________
7. Number of staff above who were directly involved in a significant portion of the audit of a
school district in the last two years:
___________
8. Staff anticipated to be assigned to audit.
Name
Title/
Position
#of Years Audit
Experience
# of Years
School Audit
Experience
9. Audit cost:
For the year ending June 30, 2015:
TOTAL: $____________________
TOTAL: $____________________
TOTAL: $____________________
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Qualifications
(Degree, CPA)
10. What type of consulting services do you provide to the school district on an annual and
ongoing basis at no additional cost?
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
11. What are your hourly rates for consulting services beyond the scope of the consulting
services listed in number ten above?
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
12. Indicate other services you provide to your clients.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
13. Please provide any additional information/data you feel is relevant to the selection process.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
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Authorized Representative Assurance:
I certify that the information contained on this form is true and accurate and that the presentation
of this information to the LISD represents an offer to contract and that acceptance by LISD of
this offer will bind me to performance under the terms and conditions of the RFP.
Firm
___________________________________________________
Address
___________________________________________________
___________________________________________________
Phone
___________________________________________________
Signature
___________________________________________________
Date
___________________________________________________
Page 13 of 13
Appendix “A”
LENAWEE INTERMEDIATE SCHOOL DISTRICT (LISD)
Audit Services Contract
Contract Execution Date: __________
Contract Expiration Date: December 31, 2017
This “Contract” is made between the Lenawee Intermediate School District, a Michigan
intermediate school district organized and operating under the Revised School Code, MCLA 380.1 et
seq., as amended, whose address is 4107 North Adrian Highway, Adrian, Michigan 49221, hereinafter
called “LISD”, and the “Contractor” as further described in the following Table. In this contract, either
Contractor or the LISD may also refer to individually as a “Party” or jointly as the “Parties”.
Contractor:
Name: ____________________________
Address: _____________
City, State, Zip: __________________________
Authorized Official: ____________________________________
Business Type:
□ Corporation
□ LLC
□ Partnership
□ Sole Proprietorship
□ Other
This Contract is organized and divided into the following “Section” or “Sections” for the
convenience of the Parties.
SECTION 1.
CONTRACT DOCUMENTS AND DEFINITIONS
SECTION 2.
CONTRACT EFFECTIVE DATE AND TERMINATION
SECTION 3.
SCOPE OF CONTRACT SERVICES
SECTION 4.
LISD PAYMENT OBLIGATION FOR CONTRACTOR’S SERVICES
SECTION 5.
CONTRACTOR ASSURANCES AND WARRANTIES
SECTION 6.
CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION
SECTION 7.
GENERAL TERMS AND CONDITIONS
In consideration of the mutual promises, obligations, representations and assurances in this
Contract, the Parties agree to the following:
Page 1 of 18
Appendix “A”
§1.
CONTRACT DOCUMENTS AND DEFINITIONS
The following words and expressions when printed with the first letter capitalized as shown
herein, whether used in singular or plural, possessive or non-possessive, and/or either within or
without quotation marks, shall be defined and interpreted as follows:
1.1
“Contractor Employee” means without limitation, any employees, officers, directors,
members, managers, trustees, volunteers, attorneys and representatives of Contractor, and
also includes any Contractor licensees, concessionaires, contractors, subcontractors,
independent contractors, contractor’s suppliers, subsidiaries, joint ventures or partners,
and/or any such persons, successors or predecessors, employees (whether such persons
act or acted in their personal, representative or official capacities), and/or any and all
persons acting by, through, under, or in concert with any of the above. “Contractor
Employee” shall also include any person who was a “Contractor Employee” at anytime
during the term of this contract but, for any reason, is no longer employed, appointed, or
elected in that capacity.
1.2
“Claims” means any alleged losses, claims, complaints, demands for relief or damages,
suits, causes of action, proceedings, judgments, deficiencies, liability, penalties,
litigation, costs, and expenses, including, but not limited to, reimbursement for
reasonable attorney fees, witness fees, court costs, investigative expenses, litigation
expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind
which are imposed on, incurred by, or asserted against the LISD, or for which the LISD
may become legally and/or contractually obligated to pay or defend against, whether
direct, indirect or consequential, whether based upon any alleged violation of the federal
or state constitution, any federal or state statute, rule, regulation, or any alleged violation
of federal or state common law, whether any such claims are brought in law or equity,
tort, contract, or otherwise, and/or whether commenced or threatened.
1.3
“LISD” or “District” or “School District” means the Lenawee Intermediate School
District, a Michigan intermediate school district, its departments, agencies, authorities,
boards, committees, and “LISD Agent” as defined below.
1.4
“LISD Agent” means all elected and appointed officials, directors, board members,
employees, volunteers, representatives, and/or any such persons’ successors (whether
such person acted in their personal representative or official capacities), and/or any
persons acting by, through, under, or in concert with any of them. “LISD Agent” shall
also include any person who was a “LISD Agent” anytime during the term of this
Contract but, for any reason, is no longer employed, appointed or elected and serving as
an Agent.
1.5
“Day” means any calendar day, which shall begin at 12:00:01 a.m. and end at 11:59:59
p.m.
1.6
“Contract Documents” This Contract includes and fully incorporates herein all of the
following documents:
1.6.1.
1.6.2.
1.6.3.
Exhibit I: Scope of Contractor’s Services
Exhibit II: Terms of Payment for Services
Exhibit III: Contractor Insurance Requirements.
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Appendix “A”
1.6.4.
1.6.5.
Exhibit IV: LISD’s Request for Proposals for Audit Services dated December 8,
2014
Exhibit V: Contractor’s Proposal in Response to LISD Request for Proposal
dated ___________.
To the extent that these Contract Documents conflict with one another, the terms and
provisions of this Contract and Exhibits I, II, III, and VI shall prevail and take precedence
over Exhibit IV.
§2.
CONTRACT EFFECTIVE DATE AND TERMINATION
2.1
The effective date of this Contract shall be: ___________________, and unless
otherwise terminated or canceled as provided for herein, it shall end at 11:59:59 p.m. on
the “Contract Expiration Date” shown on the first page of this Contract, at which time
this Contract expires without any further act or notice of either Party being required. The
Parties are under no obligation to renew or extend this Contract after the Contract
Expiration Date. Notwithstanding the above, under no circumstances shall this Contract
be effective and binding and no payments to the Contractor shall be due or owing for any
Contractor services until and unless:
2.1.1.
This Contract is signed by a Contractor Employee, legally authorized to bind the
Contractor.
2.1.2.
Any and all Contractor Certificates of Insurance, and any other conditions
precedent to the Contract have been submitted and accepted by LISD.
2.1.3.
This Contract is signed by the LISD Superintendent, as provided for on the
signature page of this Contract, who shall be the final signatory to this Contract.
2.2
The LISD may terminate and/or cancel this Contract (or any part thereof) at any time
during the term, any renewal or any extension of this Contract, upon thirty (30) days
written notice to the Contractor, for any reason, including convenience, without incurring
obligation or penalty of any kind. The effective date for termination or cancellation shall
be clearly stated in the written notice.
2.3
The LISD’s sole obligation in the event of termination is for payment of actual services
rendered by the Contractor before the effective date of the termination. Under no
circumstances shall the LISD be liable for any future loss of income, profits, any
consequential damages or any loss of business opportunities, revenues, or any other
economic benefit Contractor may have realized but for the termination and/or
cancellation of this Contract. The LISD shall not be obligated to pay the Contractor any
cancellation or termination fee if this Contract is cancelled or terminated as provided
herein.
2.4
Contractor may terminate and/or cancel this Contract (or any part thereof) at any time
upon ninety (90) days written notice to the LISD, if the LISD defaults in any obligation
contained herein, and within the ninety (90) days notice period the LISD has failed or has
not attempted to cure such default. The effective date of termination and/or cancellation
and the specific alleged default shall be clearly stated in the written notice.
Page 3 of 18
Appendix “A”
§3.
§4.
SCOPE OF CONTRACTOR’S SERVICES
3.1
The Contractor shall perform all services identified and itemized in Exhibit I: “Scope of
Contractor’s Services” which is attached hereto and incorporated and made part of this
Contract, as well as any services not specifically included therein, but included in Exhibit
IV: LISD’s Request for Proposals for Audit Services dated December 8, 2014 and
Exhibit V: Contractor’s Proposal in Response to LISD Request for Proposal dated
___________.
3.2
The Contractor shall begin work under this Contract within ten (10) working days after
the delivery of the Notice to Proceed to the Contractor. The time of beginning, rate of
progress, and date of completion are considered essential elements of the Contract. The
Contractor understands and affirms that time is of the essence with respect to this
Contract.
3.3
The date of substantial completion for Contractor’s goods and services described in this
Contract is October 15th of each year of the Contract. The LISD and Contractor recognize
that time is of the essence of this Contract and that the LISD will suffer financial loss if
the work is not substantially completed and approved by the LISD and any applicable
governmental agencies with jurisdiction over the project by the date of substantial
completion.
3.4
If the Contractor shall be unavoidably delayed in the beginning or during the course of
fulfilling the requirements of this Contract by reason of excessive storms or floods, or by
an act of Providence, or by general strikes, or by court injunction, or by stopping of work
by the LISD because of an emergency or public necessity, or by reason of alterations
ordered by the LISD, the Contractor shall have no valid claim for damages on account of
any cause or delay; but he shall, in such case, be entitled to such an extension of the time
limits specified in subsection 3.1 herein, as the LISD shall adjudge to be just and
reasonable, provided, however, that formal claim for such extension shall be made in
writing by the Contractor within one (1) week after the date upon which such alleged
cause for delay shall have occurred.
3.5
The Contractor shall make alterations to the Scope of Services and related work under
this Contract, as the LISD may expressly order in writing. Compensation for such
alterations shall be determined by unit prices stipulated in the proposal hereof where
appropriate, or by lump sum or unit prices mutually agreed upon at the time by the LISD
and the Contractor.
3.6
No claim against the LISD on account of alterations shall be valid unless such work has
been previously ordered in writing and unless such claim has been presented for payment
as soon as practicable after the completion of such work and before the determination of
the final actual amount.
LISD PAYMENT OBLIGATIONS FOR CONTRACTOR’S SERVICES
4.1
Except as otherwise expressly provided for in this Contract, the LISD’s sole financial
obligation to the Contractor for any Contractor services under this Contract shall be:
4.1.1.
In no event, shall the LISD’s amount due and owing the Contractor for any and
all services rendered exceed the amount identified as the “NOT TO EXCEED
Page 4 of 18
Appendix “A”
AMOUNT” contained in Exhibit II of this Contract. In the event the Contractor
can reasonably foresee the total billings for its services will exceed this “NOT
TO EXCEED AMOUNT,” the Contractor shall provide the LISD with notice of
this contingency at least fifteen (15) days before this event. LISD reserves the
right to reject any and all contingencies.
4.1.2.
In consideration of the faithful and entire performance by the Contractor of his
obligations under this Contract, the LISD shall pay to him, at the time and
manner hereinafter stipulated, an amount as determined by the actual measured
quantities and the respective unit process described in Exhibit II which is
herewith made a part of this Contract.
4.1.3.
Such amount shall be modified by such sums for alterations as may have been
determined under the provisions of subsection 3.5 herein and diminished by such
sums as the LISD may lawfully deduct and retain as liquidated damages under
the provisions of subsection 4.3.
4.1.4.
No more than once per month, the Contractor shall submit an invoice to the
LISD, which shall itemize all amounts due and/or owing by the LISD under this
Contract, as of the date of the invoice. The invoices shall be submitted on a form
processed by the Contractor. The LISD shall have no obligation to make
payment until a proper invoice of service is submitted. LISD shall not have any
obligation to make payment on any disputed invoice until such time as the
dispute is rectified. The LISD reserves the right to make partial payments on
account in order to ensure that the payments made equal the value of the work
completed.
4.2
No progress payment or partial payment made or certified by the Contract Administrator
and paid by the LISD, shall be deemed or construed as an acceptance of any work under
this Contract, unless otherwise agreed upon beforehand.
4.3
The LISD reserves the right to offset any amounts due and owing to the Contractor
should the LISD incur any cost associated with this Contract that are the obligations of
the Contractor under this Contract.
4.4
As soon as practicable after the satisfactory completion of all work covered by this
agreement, the Contract Administrator will make a final inspection of the work as a
whole, and will prepare a final estimate of the total amount due the Contractor under the
terms of the agreement.
4.5
Upon the acceptance of the completed work by the Contract Administrator, the LISD will
pay to the Contractor the entire amount of such final estimate, less the sums previously
paid, and less such sums the LISD may deem for labor, materials or equipment furnished
for the work.
4.6
Under no circumstances shall the LISD be responsible for any cost, fee, fine, penalty, or
direct, indirect, special, incidental, or consequential damages incurred or suffered by the
Contractor in connection with or resulting from the Contractor’s providing any services
under this Contract.
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4.7
§5.
This Contract does not authorize any in-kind services by either Party, unless expressly
provided herein.
CONTRACTOR’S ASSURANCES AND WARRANTIES
5.1
Services Warranty. Contractor warrants that all services performed hereunder will be
performed in a manner that complies with all applicable laws, statutes, regulations,
ordinances, professional standards, including but not limited to generally accepted
accounting principles. Furthermore, all services will be free from defect, including any
defects in the workmanship or materials; all services and any equipment/materials
incorporated into the services will be fit for the purpose for which they are intended; all
services and any equipment/materials incorporated into the services will be merchantable;
and all services and any equipment/materials incorporated into the services will conform
in all respects to the scope of services described herein.
5.2
Business and Professional Licenses. The Contractor will obtain and maintain at all times
during the term of this Contract all applicable business and professional licenses
necessary to provide the contracted services.
5.3
Equipment and Supplies. The Contractor is responsible for providing equipment and
supplies not expressly required to be provided by the LISD herein.
5.4
Taxes. The Contractor shall pay its own local, state, and federal taxes, including without
limitation, social security taxes and unemployment compensation taxes. The LISD shall
not be liable to or required to reimburse the Contractor for any federal, state and/or local
taxes and/or fees of any kind.
5.5
Contractor’s Incidental Expenses. Except as otherwise expressly provided in this
Contract, the Contractor shall be solely responsible and liable for all costs and expenses
incident to the performance of all services for the LISD including, but not limited to, any
professional dues, association fees, license fees, fines, taxes and penalties.
5.6
Contractor Employees.
5.6.1.
Contractor shall employ and assign qualified Contractor Employees as necessary
and appropriate to provide the services under this Contract. Contractor shall
ensure all Contractor Employees have all the necessary knowledge, skill, and
qualifications necessary to perform the required services and possess any
necessary licenses, permits, certificates, and governmental authorizations as may
be required by law.
5.6.2.
Contractor shall solely control, direct and supervise all Contractor Employees
with respect to all Contractor obligations under this Contract unless otherwise
agreed upon by the parties. Contractor will be solely responsible for and fully
liable for the conduct and supervision of any Contractor Employee.
5.6.3.
All Contractor Employees shall wear and display appropriate identification at all
times while working on the LISD premises.
5.6.4.
All Contractor Employees assigned to work under this Contract may, at the
LISD’s discretion, be subject to a background check and clearance by the LISD.
Page 6 of 18
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Failure to obtain such clearance from the LISD may result in mandatory
dismissal from LISD property and/or termination of this Contract.
§6.
5.7
Contractor Employee-Related Expenses. All Contractor Employees shall be employed at
the Contractor’s sole expense (including employment-related taxes, insurance, and any
other fringe benefits) and the Contractor warrants that all Contractor Employees shall
fully comply with and adheres to all terms of this Contract. Contractor shall indemnify
and hold the LISD harmless for all Claims against the LISD by any Contractor
Employee, arising out of any contract for hire or employer-employee relationship
between the Contractor and any Contractor Employee, including, but not limited to,
Worker’s Compensation, disability pay, insurance, or any other fringe benefits of any
kind.
5.8
Full Knowledge of Service Expectations and Attendant Circumstances. Contractor
warrants that before submitting its Proposal and/or entering into this Contract, it had a
full opportunity to review the proposed services and review all LISD requirements and/or
expectations under this Contract. The Contractor is responsible for being adequately and
properly prepared to execute this Contract. Contractor has satisfied itself in all material
respects that it will be able to perform all obligations under the Contract as specified
herein.
5.9
The Contractor’s Relationship to the LISD is that of an Independent Contractor. Nothing
in this Contract is intended to establish an employer-employee relationship or a
relationship of any other kind between the LISD and either the Contractor or any
Contractor Employee. All Contractor Employees assigned to provide services under this
Contract by the Contractor shall, in all cases, be deemed employees of the Contractor and
not employees, agents or sub-contractors of the LISD.
CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION
6.1
Indemnification
6.1.1.
Contractor shall indemnify and hold the LISD harmless from damages which are
incurred by the LISD by any person or entity, to the extent arising from the
negligent acts, performances, willful misconduct, errors, or omissions of
Contractor or Contractor’s Employees, or material breach of this agreement
including, without limitation, all Claims relating to injury or death of any person
or damage to any property.
6.1.2.
The indemnification rights contained in this Contract shall not be limited to
collectible insurance rights/policies. Contractor’s indemnification obligations as
described herein shall remain in full force and effect regardless of any dispute
with any of its insurance companies.
6.1.3.
Contractor shall have no rights against the LISD for any indemnification (e.g.,
contractual, equitable, or by implication), contribution, subrogation, and/or any
other right to be reimbursed by the LISD except as expressly provided herein.
6.1.4.
Contractor waives and releases all actions, liabilities, loss, and damage including
any subrogated rights it may have against the LISD based upon any Claim
brought against the LISD suffered by a Contractor Employee.
Page 7 of 18
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6.2
Contractor Provided Insurance
6.2.1.
§7.
At all times during this Contract, Contractor shall obtain and maintain insurance
according to the specifications indicated in Exhibit II.
GENERAL TERMS AND CONDITIONS
7.1
Access to LISD Facilities. While the Contractor retains the right to perform services at
any time, the Contractor must obtain prior permission by the LISD for access to LISD
facilities.
7.2
Cumulative Remedies. A Party’s exercise of any remedy shall not preclude the exercise
of any other remedies, all of which shall be cumulative. A Party shall have the right, in
its sole discretion, to determine which remedies are to be exercised in which order.
7.3
Survival of Terms and Conditions. The following terms and conditions shall survive and
continue in full force beyond the termination and/or cancellation of this Contract (or any
part thereof) until the terms and conditions are fully satisfied or expire by their very
nature:
“CONTRACTOR’S ASSURANCES AND WARRANTIES”;
“CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION”;
“Damage Clean Up to LISD Property and/or Premises”;
“Audit”;
“Severability”;
“Governing Law/Consent to Jurisdiction and Venue”; and
“Survival of Terms and Conditions”.
7.4
LISD Right to Suspend Services. Upon written notice, the LISD may suspend
performance of this Contract if Contractor has failed to comply with federal, state, or
local law(s) or any requirements contained in this Contract.
7.5
No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this
Contract does not and is not intended to create any obligation, duty, promise, contractual
right or benefit, right to be indemnified, right to be subrogated to the Parties’ rights in this
Contract, and/or any other right, in favor of any other person or entity.
7.6
Compliance with Laws. Contractor shall comply with all federal, state and local laws,
statutes, ordinances, regulations, insurance policy requirements, and requirements
applicable to its activities under this Contract.
7.6.1 In particular, contractor shall comply with LISD’s Alcohol and Smoke Free Policy
and Dangerous Weapon’s Free Policy, which strictly prohibits the use and possession of
alcohol, tobacco, other drugs (including prescription drugs without a valid prescription),
and any dangerous weapon on LISD property, including within a private vehicle that is
parked or driven on LISD property.
7.7
Permits and Licenses. Contractor shall be responsible for obtaining and maintaining
throughout the term of this Contract all licenses, permits, certificates, and governmental
authorizations necessary to perform all of its obligations under this Contract and to
conduct business under this Contract. Upon request by the LISD, Contractor shall
Page 8 of 18
Appendix “A”
furnish copies of any permit, license, certificate, or governmental authorization necessary
to provide services under this Contract.
7.8
Discrimination. Contractor shall not discriminate against any employee or applicant for
employment because of sex, race, religion, color, national origin, or handicap in violation
of state and federal law.
7.8.1.
Contractor shall promptly notify the LISD of any complaint or charge filed
and/or determination by any Court or administrative agency of illegal
discrimination by Contractor.
7.8.2.
The LISD, in its discretion, may consider any illegal discrimination described
above as a breach of this Contract and may terminate or cancel this Contract
immediately with notice.
7.9
Reservation of Rights. This Contract does not and is not intended to impair, divest,
delegate, or contravene any constitutional, statutory, and/or other legal right, privilege,
power, obligation, duty or immunity of the LISD.
7.10
Force Majeure. Notwithstanding any other term or provision of this Contract, neither
Party shall be liable to the other for any failure of performance hereunder, if such failure
is due to any cause beyond the reasonable control of that Party and that Party cannot
reasonably accommodate or mitigate the effects of any such cause. Such cause shall
include, without limitation, acts of God, fire, explosion, vandalism, any law, order,
regulation, direction, action, or request of the United States government or of any other
government, national emergencies, insurrections, riots, wars, strikes, lockouts, work
stoppages, or other labor difficulties. Reasonable notice shall be given to the affected
Party of any such event. The Contractor is expected, through insurance or alternative
temporary or emergency service arrangements, to continue its obligations under this
Contract in the event of a reasonably anticipated, insurable business risk such as business
interruption and/or any insurable casualty or loss.
7.11
Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL
15.321, et seq.), Public Act 451 of 1976, as amended (MCLA 380.1 et seq.), and LISD
Board Policy no contracts shall be entered into between the LISD, including all agencies
and departments thereof, and any LISD agent, unless such is expressly authorized by the
law and LISD Board Policy and the proper steps have been followed. To avoid any real
or perceived conflict of interest, Contractor shall, provide LISD with a signed and
notarized familial disclosure affidavit and shall promptly notify the LISD Superintendent
in writing of any familial or business relationship that exists between Contractor and
LISD.
7.12
Damage Clean Up to LISD Property and/or Premises. Contractor shall be responsible for
any unexpected and/or unnecessary damage to any LISD property, its premises, or a
LISD Agent that is caused by Contractor or Contractor’s Employees. If damage occurs,
Contractor shall make necessary repairs and/or replacements to the damaged property to
the satisfaction of the LISD. If the repair or replacement cannot be completed to the
LISD’s satisfaction, Contractor shall reimburse the LISD the actual cost for repairing or
replacing the damaged property. The Contractor shall be responsible for assuring that all
municipal sites are restored to their original condition.
Page 9 of 18
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7.13
Contractor Use of Confidential Information. The Contractor and/or Contractor
Employees shall not reproduce, provide, disclose, or give access to Confidential
Information to any third Party, or to any Contractor Employee not having a legitimate
need to know any such information and data, and shall not use the Confidential
Information for any purpose other than performing its services under this Contract.
Notwithstanding the foregoing, Contractor may disclose the Confidential Information if
required by law, statute or other legal process; provided that Contractor (i) gives LISD
prompt written notice of an impending disclosure, (ii) provides reasonable assistance to
LISD in opposing or limiting the disclosure, and (iii) makes only such disclosure as is
compelled or required.
7.13.1. This Contract imposes no obligation upon the Contractor with respect to any
Confidential Information which Contractor can establish by legally sufficient
evidence; (i) was in the possession of, or was known by Contractor, prior to its
receipt from the LISD, without an obligation to maintain its confidentiality; or
(ii) is obtained by Contractor from a third Party having the right to disclose it,
without an obligation to keep such information confidential.
7.13.2. As used in this Contract, Confidential Information means all information that the
LISD is required or permitted by law to keep confidential.
7.14
Contractor Use of LISD Licenses Software. In order for the Contractor to perform its
services under this Contract, the LISD may permit Contractor or Contractor Employees
to access certain copyrighted Software licensed to the LISD. Contractor or Contractor
Employees shall not transfer, remove, use, copy, or otherwise provide or make available
any such copyrighted Software or Documentation to any other person or entity, for any
purpose, without the prior written consent of the LISD and/or the licensor. Furthermore,
neither the Contractor nor Contractor Employee shall produce a source listing,
decompile, disassemble, or otherwise reverse engineer any copyrighted Software.
Neither the Contractor nor Contractor Employee shall use any copyrighted Software
contrary to the provisions of any applicable Software license agreement or state or federal
law.
7.15
Grant Compliance. If any part of this Contract is supported or paid for with any state or
federal funds granted to the LISD, the Contractor shall comply with all applicable grant
requirements.
7.16
Project Managers. Each Party shall designate an employee or agent to act as a Project
Manager. The Project Managers shall serve as a contact point for all matters related to
the services to be performed under this Contract. The Contractor’s Project Manager shall
coordinate with the LISD’s Project Manager, the Contractor shall provide the name and
qualifications of its Project Manager and an alternate.
7.17
Contract Administrator. Each Party may designate an employee or agent to act as
Contract Administrator. The LISD’s Contract Administrator shall be responsible for such
activities as monitoring deliverables and funding, addressing the quality of services
provided by the Contractor, reviewing invoices and submitting requests to the LISD’s
procurement authority for any contract modification in accordance with Section 7.27 of
this Agreement.
Page 10 of 18
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7.18
Dispute Resolution. All disputes arising under or relating to the execution, interpretation,
performance, or nonperformance of this Contract involving or affecting the Parties may
first be submitted to the respective Project Managers and Contract Administrators for
possible resolution. The Project Managers and Contract Administrators may promptly
meet and confer in an effort to resolve such dispute. If the Project Managers and
Contract Coordinators cannot resolve the dispute in five (5) business days, the dispute
may be submitted to the signatories of this Contract or their successors in office. The
signatories of this Agreement may meet promptly and confer in an effort to resolve such
dispute.
7.19
Access and Records. Contractor will maintain accurate books and records in connection
with the services provided under this Contract for 36 months after end of this Contract,
and provide the LISD with reasonable access to such books and records.
7.20
Audit. Contractor shall allow the LISD’s Business Office, or an independent auditor
hired by the LISD, to perform finance compliance audits with the authority to access all
pertinent records and interview any Contractor Employee throughout the term of this
Contract, and for a period of three years after final payment.
7.20.1. Contractor shall explain any audit finding, questionable costs, or other Contract
compliance deficiencies to the LISD within forty-five (45) days of receiving the
final audit report. Contractor’s response shall include all necessary documents
and information that refute the final audit report. Failure by Contractor to
respond in writing within forty-five (45) days shall be deemed acceptance of the
final audit report.
7.21
Delegation/Subcontract/Assignment. Contractor shall not delegate, assign or subcontract
any obligations or rights under this Contract without the prior written consent of the
LISD.
7.21.1 The rights and obligations under this Contract shall not be diminished in any
manner by assignment, delegation or subcontract.
7.21.2 Any assignment, delegation or subcontract by Contractor and approved by the
LISD must include a requirement that the assignee, delegee, or subcontractor will
comply with the rights and obligations contained in this Contract.
7.21.3 The Contractor shall not assign or transfer this Contract or sublet any part of the
work encompassed by it, except with the express written consent of the LISD.
7.21.4 The Contractor shall remain primarily liable for all work performed by any
subcontractors. Contractor shall remain liable to the LISD for any obligations
under the Contract not completely performed by any Contractor delegee or
subcontractor.
7.21.5 Should a subcontractor fail to provide the established level of service and
response, the Contractor shall contract with another agency for these services in a
timely manner. Any additional costs associated with securing a competent
subcontractor shall be the sole responsibility of the Contractor.
7.21.6 This Contract cannot be sold.
Page 11 of 18
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7.21.7 The Contractor shall not assign, either legally or equitably, any of the monies
payable to him under this Contract, or his claim thereto, except with the express
written consent of the LISD to do so.
7.21.8 In the event that a Petition in Bankruptcy is filed and there is an assignment of
this Contract by a Court, the LISD may declare this Contract null and void.
7.22
Non Exclusive Contract. No provision in this Contract limits, or is intended to limit, in
any way the Contractor'’ right to offer and provide its services to the general public, other
business entities, municipalities, or governmental agencies during or after the term of this
Contract. Similarly, this Contract is a non-exclusive agreement and the LISD may freely
engage other persons to perform the same work that the Contractor performs. Except as
provided in this Contract, this Contract shall not be construed to guarantee the Contractor
or any Contractor Employee any number of fixed or certain number or quantity of hours
or services to be rendered to the LISD.
7.23
No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to
pursue or enforce any right or remedy under this Contract shall constitute a waiver of
those rights with regard to any existing or subsequent breach of this Contract. No waiver
of any term, condition or provision of this Contract, whether by conduct or otherwise, in
one or more instances, shall be deemed or construed as a continuing waiver of any term,
condition or provision of this Contract. No waiver by either Party shall subsequently
affect its right to require strict performance of this Contract.
7.24
Severability. If a court of competent jurisdiction finds a term, condition or provision of
this Contract to be illegal or invalid, then the term, condition or provision shall be
deemed severed from this Contract. All other terms, conditions and provisions of this
Contract shall remain in full force and effect. Notwithstanding the above, if Contractor’s
promise to indemnify or hold the LISD harmless is found illegal or invalid, Contractor
shall contribute the maximum it is permitted to pay by law toward the payment and
satisfaction of any Claims against the LISD.
7.25
Captions. The section and subsection numbers, captions and any index to such sections
and subsections contained in this Contract are intended for the convenience of the reader
and are not intended to have any substantive meaning and shall not be interpreted to limit
or modify any substantive provisions of this Contract. Any use of the singular or plural
number, any reference to the male, female or neuter genders, and any possessive or nonpossessive use in this Contract shall be deemed the appropriate plurality, gender or
possession as the context requires.
7.26
Notices. Notices given under this Contract shall be in writing and shall either be
personally delivered, sent by express delivery service, certified mail, or first class U.S.
mail postage prepaid, and addressed to the person listed below. Notice will be deemed
given when one of the following occur: (1) the date of actual receipt; (2) the next
business day when notice is sent express delivery service or personal delivery; or (3)
three days after mailing first class or certified U.S. mail.
7.26.1. If notice is sent to the Contractor, it shall be addressed to:
______________________________
Page 12 of 18
Appendix “A”
______________________________
______________________________
______________________________
7.26.2. If Notice is sent to the LISD, it shall be addressed to:
Mr. James Philp, Superintendent
Lenawee Intermediate School District
4107 North Adrian Highway
Adrian, MI 49221
7.26.3. Either Party may change the address or individual to which notice is sent by
notifying the other Party in writing of the change.
7.27
Contract Modifications or Amendments. Any modifications, amendments, recessions,
waivers, or releases to this Contract must be in writing and agreed to by both Parties.
Unless otherwise agreed, the modification, amendment, recession, waiver or release shall
be signed by an expressly authorized Contractor Employee and by the same person who
signed the Contract for the LISD or other LISD Agent as authorized by the LISD Board
of Education.
7.28
Precedence of Documents. In the event of a conflict between the terms and conditions in
any of the documents comprising this Contract, the conflict shall be resolved as follows:
7.28.1. The terms and conditions contained in this main Contract document shall prevail
and take precedence over any allegedly conflicting provisions in all other
exhibits or documents.
7.29
Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed,
interpreted and enforced by the laws of the State of Michigan.
7.30
Entire Contract. This Contract represents the entire Contract and understanding between
the Parties. This Contract supersedes all other prior oral or written understandings,
communications, agreements, or contracts between the Parties. The language of this
Contract shall be construed as a whole according to its fair meaning, and not construed
strictly for or against any Party.
In Witness Whereof, the undersigned voluntarily executes this Contract on behalf of the
Contractor and the Lenawee Intermediate School District, and by doing so legally obligates and binds
Contractor and the Lenawee Intermediate School District to the terms and conditions of this Contract.
(Signatures to follow)
Page 13 of 18
Appendix “A”
WITNESSED:
CONTRACTOR:
_______________________________
By: ___________________________________
Its:
Dated: ________________________________
WITNESSED:
LENAWEE SCHOOLS INTERMEDIATE
SCHOOL DISTRICT, a Michigan intermediate
school district
_______________________________
By: _______________________________
James D. Philp
Its: Superintendent
Dated: _____________________________
Page 14 of 18
Appendix “A”
LENAWEE INTERMEDIATE SCHOOL DISTRICT
Professional Services Contract
EXHIBIT I
SCOPE OF CONTRACTOR’S SERVICES
In accordance with generally accepted accounting principles, Contractor will perform annual audit
services for the LISD as follows:
SCOPE:
 Completion of an annual, audited financial report that is in compliance with Generally Accepted
Governmental Auditing Standards as promulgated by GASB, AICPA and Michigan Departments of
Education and Treasury.
 Completion of Single Audit Report in compliance with the United States General Accounting Office
standards commonly referred to as the “Yellow Book” and Michigan Department of Education
Michigan School Auditing Manual.
 Completion of the Audit Disclosures report as required by the Michigan Department of Education
(MDE).
 Preparation of Management Letter for the Executive Director of Finance/Business Services and/or
Superintendent.
 Meetings with the Board Treasurer, the Executive Director of Finance/Business Services and/or
Superintendent prior to release of any report and, at the request of the Executive Director of
Finance/Business Services or the Superintendent, meetings with the Board of Education to review the
above reports.
 Audit procedures should be in compliance with auditing standards as promulgated by MDE, Michigan
Department of Treasury, GASB, AICPA, and U.S. General Accounting Office.
AUDIT TIMELINE (time is of the essence):
 Audit fieldwork to be completed by the end of September 2015, 2016 and 2017.
 Audit to be completed and electronically submitted to State of Michigan on or before October 15th.
OTHER:
 The auditor shall furnish the school district with an electronic copy and ten paper copies of the
Comprehensive Annual Financial Report and Single Audit Report. In addition, the auditor shall
furnish and send the required number of copies for submission to each federal and state agency as
required.
Page 15 of 18
Appendix “A”
EXHIBIT II
TERMS OF PAYMENT FOR SERVICES
NOT TO EXCEED AMOUNT: $______
Page 16 of 18
Appendix “A”
EXHIBIT III
CONTRACTOR INSURANCE REQUIREMENTS
It is agreed that the Contractor shall obtain and maintain insurance according to the following
specifications:
Worker’s Compensation Insurance
The Contractor shall obtain and maintain during the life of this Contract Michigan Workers’
Compensation Insurance for all of his employees assigned to perform services on behalf of Contractor to
LISD under this Agreement.
The Contractor shall require any subcontractor similarly to provide Michigan Workers’ Compensation
Insurance for all of the latter’s employees unless such employees are covered by the protection offered by
the Contractor.
General Commercial Liability Coverage
The Contractor shall obtain and maintain during the life of this General Commercial Liability coverage in
the name of:
1)
2)
Lenawee Intermediate School District, and
Others, if specifically required by special provision in the Contract documents.
This coverage shall include the entire work. The Contractor shall furnish a Certificate of Insurance
certifying that its General Commercial Liability Insurance includes all subcontractors engaged in the
work.
The minimum limits of liability for all insurance coverage in the above named policies shall be as
follows:
Bodily Injury Liability
Each Person
Each Occurrence
Aggregate
Amount
$1,000,000
$1,000,000
$1,000,000
Property Damage Liability
Each Occurrence
Aggregate
$1,000,000
$1,000,000
Michigan Motor Vehicle Liability (including No-fault) Coverage
The Contractor shall obtain and maintain during the life of this Contract Michigan motor vehicle liability
coverage, including Michigan no-fault coverage, covering owned, hired, and non-owned vehicles with
limits of at least $1,000,000.00 per occurrence.
Page 17 of 18
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Policies and Certificates of Insurance
The Contractor and all subcontractors shall file Certificates of Insurance for all insurance coverage
required above with the Lenawee Intermediate School District’s Business Office, naming the Lenawee
Intermediate School District as a Certificate Holder. Exclusions in the policies shall be removed by
endorsements to comply with all the aforementioned requirements. Subcontractors shall file Certificates
of Insurance with the Contractor who will forward them to the Lenawee Intermediate School District’s
Business Office. All Certificates of Insurance shall contain the name and address of the insurance agent.
Notice Requirements
All insurance Certificates must include a provision providing for thirty (30) days prior written notice to
the Lenawee Intermediate School District regarding cancellations, material change, reduction of insurance
coverage, or non-renewal. The Contractor shall cease operations on the occurrence of any such
cancellations, material change, reduction in insurance coverage or non-renewal, and shall not resume
operations until new insurance that satisfies the minimum requirements is in force.
Bonds and Certificates
The Contractor shall furnish the following bonds for this project in the amounts specified:
Description
Performance Bond
Labor and Materials Bond
Labor and Materials Guarantee Bond
Amount
100% of Bid Price
100% of Bid Price
100% of Bid Price
The Labor and Materials Bond and the Guarantee Bond shall remain in force for one year following
acceptance of the project. All bonds shall be approved by the Lenawee Intermediate School District
and filed with the Business Office before work is begun.
Page 18 of 18
Appendix "B"
Schedule of Expenditures of Federal Awards
For the Year Ended June 30, 2014
CFDA
Number
Passed
Through
Pass-through /
Grantor Number
U.S. Department of Transportation
2012-13 Motor Safety
20.612
MDS
n/a
National Endowment for the Arts
Promotion of the Arts
45.025
MCA
14NL0033EN
Environmental Protection Agency
2012-13 Diesel Emissions Reduction
66.040
Direct
430201-12
U.S. Department of Education
Title I, Part D:
2012-13
2012-13
2013-14
84.010
84.010
84.010
MDE
MDE
MDE
121701/1213
131700/1213
141700/1314
84.027
84.027
84.027
MDE
MDE
MDE
120450/1112
130450/1213
140450/1314
Federal Agency / Cluster / Program Title
Special Education Cluster (IDEA):
2011-13 IDEA Flowthrough
2012-13 Enhancing Opportunities for Students
with Disabilities
2013-14 Enhancing Opportunities for Students
with Disabilities
2012-13 State Initiated Transition
2013-14 State Initiated Transition
2011-13 Preschool Incentive
84.027A
MDE
130480/EOSD
84.027A
84.027A
84.027A
84.173
84.173
84.173
MDE
MDE
MDE
MDE
MDE
MDE
140480/EOSD
130490/TC
140490/TC
120460/1112
130460/1112
140460/1314
Early Intervention Services (IDEA) Cluster:
2011-13 Infant and Toddler
84.181
84.181
84.181
MDE
MDE
MDE
121340/190
131340/1213
141340/1314
Title II, Part B:
2012-13
2013-14
84.366B
84.366B
MDE
MDE
132410/MSP2013
142410/MSP2014
64
Approved
Award
Amount
$
289
Accrued
(Unearned)
Revenue at
July 1, 2013
$
Current
Year Cash
Received
289
$
289
Expenditures
(Memo Only)
Prior Year(s)
Expenditures
Year Ended
June 30, 2014
Accrued
(Unearned)
Revenue at
June 30, 2014
$
$
$
289
-
-
1,720
-
1,380
-
1,720
340
76,802
-
46,665
-
76,802
30,137
137,013
503,076
255,972
305,845
305,845
70,825
460,983
62,302
594,110
305,845
305,845
70,825
155,138
143,669
369,632
81,367
81,367
3,806,293
3,808,135
3,685,808
170,922
843,175
-
170,922
1,286,164
1,832,038
3,806,293
3,024,219
-
783,916
2,982,445
340,927
1,150,407
50,000
2,362
2,362
50,000
-
-
45,059
37,342
58,000
98,816
98,442
92,401
1,857
688
9,069
1,028,073
33,451
1,857
28,948
688
34,424
27,927
3,418,781
37,342
98,816
49,395
7,066,065
45,059
58,000
49,047
60,987
3,979,454
11,608
29,052
23,692
33,060
1,588,746
114,832
113,698
143,914
16,767
16,767
16,767
16,868
80,625
114,260
114,832
66,933
181,765
16,868
116,101
132,969
35,476
35,476
602,988
705,775
95,264
95,264
295,063
11,490
306,553
95,264
95,264
370,650
19,290
389,940
170,851
7,800
178,651
(1)
continued…
65
Schedule of Expenditures of Federal Awards
For the Year Ended June 30, 2014
Federal Agency / Cluster / Program Title
U.S. Department of Education (concluded)
Title II, Part A:
2012-13
2013-14
2012-13 Perkins Allocation
2013-14 Perkins Allocation
CFDA
Number
Passed
Through
Pass-through /
Grantor Number
84.367A
84.367A
MDE
MDE
130520/1213
140520/1314
84.048
84.048
HISD
HISD
3822
3822
93.778
MDCH
-n/a-
93.590
MDHS
CTFDS-12-46001
Total U.S. Department of Education
U.S. Department of Health and Human Services
Medicaid Outreach
Child Abuse Prevention
Total U.S. Department of Health and Human Services
Total Federal Financial Assistance
(1)
Accrued revenue was decreased $270 from the amount reported in the fiscal year 2013 schedule as a result of a
typographical error in the prior year
See notes to the schedule of expenditures of federal awards.
66
Approved
Award
Amount
$
1,238
1,238
Accrued
(Unearned)
Revenue at
July 1, 2013
$
233,533
184,145
1,005
1,005
Current
Year Cash
Received
$
1,238
1,238
Expenditures
(Memo Only)
Prior Year(s)
Expenditures
Year Ended
June 30, 2014
Accrued
(Unearned)
Revenue at
June 30, 2014
$
$
$
1,005
1,005
233
1,238
1,471
1,238
1,238
61,353
61,353
61,353
112,549
173,902
233,533
233,533
184,145
184,145
71,596
71,596
1,508,307
4,608,844
7,883,477
5,057,611
1,957,074
36,746
-
36,746
-
36,746
-
17,018
-
17,018
-
17,018
-
-
53,764
-
53,764
-
$
1,508,596
$
4,710,942
$
7,883,766
$
5,189,897
$
1,987,551
concluded.
67
Michigan Business Certification &
Authorization for Verification
The undersigned, the owner or authorized officer of __________________________________________
(the “Bidder”) hereby certifies that it has submitted a bid or proposal to the Lenawee Intermediate School
District and that the Bidder is a “Michigan Business” as defined in MCL 18.1268(1) and (2). The Bidder
certifies that it has, within the 12 months immediately preceding the bid/proposal deadline or for the
period that the business has been in existence, if the business is a newly established within the 12
months immediately preceding the bid deadline:
1.
Filed a Michigan single business tax return or Michigan business tax return showing a
portion or all of the income tax base allocated or apportioned to the state of Michigan
pursuant to the former single business tax act, 1975 PA 228, or the Michigan business
tax act, 2007 PA 36, MCL 208.11101 to 208.1601.
2.
Filed a Michigan income tax return showing income generated in or attributed to the state
of Michigan.
3.
Withheld Michigan income tax from compensation paid to the bidder’s owners and
remitted the tax to the department of treasury.
The Bidder further certifies that its filing or withholding satisfying the above criteria was more than a
nominal filing for the purpose of gaining the status of a Michigan business, but shall indicate a significant
business presence in the state, considering the size of the business and nature of its activities.
The Bidder hereby authorizes the Michigan Department of Treasury to verify that the Bidder has or has
not satisfied at least one of the above-enumerated criteria. This authorization shall permit the Michigan
Department of Treasury to disclose the verifying information to the Lenawee Intermediate School District
in accordance with the procedures established by Section 28 of 1941 PA 122, MCL 205.28 and Section
623a of 1976 PA 451, MCL 380.623a.
Bidder Name: ______________________________________________
Bidder EIN #: ______________________________________________
By: ______________________________________________________
Authorized Representative Name: ______________________________
Its: ______________________________________________________
Date: ____________________________________________________
State of _________________)
)ss.
County of ________________)
This instrument was acknowledged before me on the _____ day of _________________, _______, by
_______________________________.
____________________________________
Notary Public
____________________ County, _________
My commission expires: _______________
Proposal Form – Michigan Business Certification
Modified on August 28, 2014
Familial Disclosure Statement
(the “Bidder”) hereby discloses the following familial relationships between the owner or any employee of
the Bidder and any member of the Lenawee Intermediate School District Board of Education and/or the
Lenawee Intermediate School District Superintendent. The Lenawee Intermediate School District Board
of Education is comprised of the following members: Howard Keller, Victor Hogue, Richard Germond,
John Lark, Claude Rowley. The Lenawee Intermediate School District Superintendent is James Philp.
The following information describes the existing familial relationships:
Owner/Employee Name
Related To
Relationship
1. _______________________
______________________
_________________________
2. _______________________
______________________
_________________________
3. _______________________
______________________
_________________________
4. _______________________
______________________
_________________________
(Attach additional sheets if necessary)
□
No familial relationships exist. (check box only if no familial relationship exists)
Bidder Name: ______________________________________________
Bidder EIN #: ______________________________________________
By: ______________________________________________________
Its: ______________________________________________________
Date: ____________________________________________________
State of _________________)
)ss.
County of ________________)
_______________________________.
____________________________________
Notary Public
____________________ County, _________
My commission expires: ______________
Proposal Form – Familial Disclosure
AFFIDAVIT OF COMPLIANCE
IRAN ECONOMIC SANCTIONS ACT
(the “Bidder”) pursuant to the compliance certification requirement contained in the Lenawee Intermediate
School District’s Board Policy (8120) and the request for bids/proposals, hereby certifies, represents, and
warrants that the Bidder, including its officers, directors, and employees, is not an “Iran Linked Business.”
“Iran Linked Business” means either of the following:
1.
A person engaging in investment activities in the energy sector of Iran, including
a person that provides oil or liquefied natural gas takers or products used to
construct or maintain pipelines used to transport oil or liquefied natural gas for
the energy sector of Iran.
2.
A financial institution that extends credit to another person, if that person will use
the credit to engage in investment activities in the energy sector of Iran.
MCL 129.312(e)(i-ii).
Furthermore, the Bidder, if awarded a contract by the Lenawee Intermediate School District, affirms that it
will not become an “Iran Linked Business” at any time during the course of performing under the contract.
The Bidder further acknowledges and understands that any person who is found to have submitted a
false certification is responsible for a civil penalty of not more than $250,000.00 or two times the amount
of the contract or proposed contract for which the false certification was made, whichever is greater, the
cost of the Lenawee Intermediate School District’s investigation, and reasonable attorney fees, in addition
to the fine. Furthermore, a person who submitted a false certification shall be ineligible to bid on a request
for proposal for three years from the date the public entity determines that the person has submitted the
false certification. MCL 129.315.
Bidder Name: ______________________________________________
By: ______________________________________________________
Its: ______________________________________________________
Date: ____________________________________________________
State of _________________)
)ss.
County of ________________)
_______________________________.
____________________________________
Notary Public
____________________ County, _________
My commission expires: ________________
Proposal Form – Iran Economic Sanctions Act Compliance
Suspended or Debarred Vendor
(the “Bidder”) hereby certifies and affirms that it and its principals are not debarred, suspended, proposed
for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from
doing business with the Federal Government.
Information regarding whether or not a business is suspended or debarred is available at the Federal
System for Award Management website (www.sam.gov).
Bidder Name: ______________________________________________
Bidder EIN #: ______________________________________________
By: ______________________________________________________
Its: ______________________________________________________
Date: ____________________________________________________
State of _________________)
)ss.
County of ________________)
_______________________________.
____________________________________
Notary Public
____________________ County, _________
Proposal Form – Suspended or Debarred Vendor Certification
Conflict of Interest Certification
(the “Bidder”) hereby certifies and affirms that no Board member or officer, employee, or agent of the
Lenawee Intermediate School District, which was involved in the solicitation of the request for
bid/proposal, or is likely to be involved in any negotiation, renegotiation, approving or
representation of or on behalf of the Lenawee Intermediate School District, has any pecuniary or
beneficial interest, direct or indirect, in Bidder or Bidder’s business as is defined in MCL 15.322 et seq.
***Vendors that believe a conflict of interest exists are not necessarily excluded from doing
business with the Lenawee Intermediate School District, however the conflict must be disclosed
and certain procedures must be followed regarding the awarding of any bid. Vendors that believe
a conflict exists or may exist should contact the Lenawee Intermediate School District’s Executive
Director of Business and Finance prior to the submission of any bid/proposal at 517.265.1640.
Furthermore, the undersigned affirms that it has not provided any gifts, favors, or other benefits to
Lenawee Intermediate School District Board members, officers, employees, or agents, which could
reasonably be deemed to influence their recommendation regarding the Bidder’s proposal/bid. And, if the
Bidder is awarded a contract with the Lenawee Intermediate School District, Bidder further affirms that it
will not provide any gifts, favors, or other benefits to Lenawee Intermediate School District Board
members, officers, employees, or agents of a value which exceeds the amount established annually by
the Michigan Department of Education. This amount is available by contacting the Executive Director of
Business and Finance at 517.265.1640.
Bidder Name: ______________________________________________
Bidder EIN #: ______________________________________________
By: ______________________________________________________
Its: ______________________________________________________
Date: ____________________________________________________
State of _________________)
)ss.
County of ________________)
_______________________________.
____________________________________
Notary Public
____________________ County, _________
Proposal Form – Conflict of Interest Certification

lenawee county intermediate school district

Transcription

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