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FY2017-FY2018 01/17/2018 Agreement
CAR) °00 Kevin Madok CPA O . [[1 A �o •...... Clerk of the Circuit Court & Comptroller — Monroe County, Florida ~ R OE oouN DATE: January 29, 2018 TO: Lindsey Ballard Aide to the County Administrator FROM: Pamela G. Hanco kD .C. SUBJECT: January 17" BOCC Meeting Attached is a duplicate original of Item M7, Florida Audit Contract with Cherry Bekaert LLP for external auditing services for Fiscal Year 2017 and Fiscal Year 2018, with the option to extend the agreement for a third year at the sole election of the County, for your handling. Should you have any questions, please feel free to contact me at ext. 3130. Thank you. cc: County Attorney w/o document Finance File'' KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 305 -294 -4641 305- 289 - 6027 305- 852 -7145 PK/ROTH BUILDING 50 High Point Road Plantation Key, Florida 33070 305 - 852 -7145 I COUNTY OF MONROE, FLORIDA AUDIT CONTRACT This CONTRACT is made and entered into this day of a , 2018, by and between the Board of County Commissioners of Monroe County (hereina ter "COUNTY "), Florida, and Cherry Bekaert LLP (hereinafter "AUDITOR "), a Certified Public Accountant limited partnership licensed to do business in the State of Florida. WHEREAS, the Monroe County, Florida Audit Selection Committee, in accordance with Section 218.391, Florida Statutes, has followed the statutory procedures, including public notice, issued a competitive solicitation in order to secure auditor services, and ranked the AUDITOR as the top firm and deemed it most qualified to provide professional auditing services; and ft WHEREAS, on July 19, 2017, the Audit Selection Committee presented its recommendation to the Board of County Commissioners ( "BOCC ") and obtained approval of the BOCC to negotiate a contract with the firm; and WHEREAS, terms satisfactory to both parties have been negotiated pursuant to said statute; now therefore In consideration of the mutual promises and covenants below, the parties agree as follows: 1. SCOPE OF SERVICES. AUDITOR shall provide a financial audit of the COUNTY financial records and a financial audit report as required by Florida Statutes section 218.391. Such audit shall be subject to the limitations and responsibilities identified in Attachment A to this contract, which also more fully provides the scope of services to be rendered. In addition, such audit shall be conducted in accordance with U.S. generally accepted auditing standards as promulgated by the American Institute of Certified Public Accountants ( AICPA) Industry Audit Guide, Audits for State and Local Government Units, AICPA standards and procedures, the Florida Single Audit Act, Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), and, excluding review of economy and efficiency of operations and program results, standards and procedures set forth in Government Auditing Standards issued by the Comptroller General of the United States. The AUDITOR will also conduct the audit in accordance with any other applicable federal, state and local regulations or professional guidance not specifically listed previously as well as any additional requirements that may be adopted by these organizations in the future. This audit includes the financial records concerning the operations of the COUNTY as a whole, each Constitutional Officer, any dependent district reported as part of the primary government (blended component unit) and the Monroe County Comprehensive Plan Land Authority, a discretely presented component unit. Audits of financial statements of other discrete component units, either currently in existence or established subsequently to the beginning date of this Agreement, are excluded from this Agreement. It is possible that additional "funds" or blended component units will be established by the COUNTY during the Page 1 of 26 tern of this Agreement. The compensation stated in this Agreement will include the audit procedures related to such additional funds or component units unless it is agreed by the COUNTY and AUDITOR that they significantly and materially impact the audit. Auditor will also provide examinations in accordance with Chapter 10.550, Rule 10.556(10), of the Florida Auditor General. 1.1. AUDITOR shall provide the work plan and services as described in detail in the Request for Qualifications, attached hereto and incorporated herein. The AUDITOR, prior to commencing any fiscal year audit, will provide a detailed audit plan, related fee (to equal the total amount of the Agreement as noted in Section 4), and proposed time line for each of the COUNTY entities to be audited. The time - related obligations shall be conditioned upon AUDITOR's receipt of necessary COUNTY and Constitutional Officer data (including confirmation requests and consultant's reports) in useable form, access to knowledgeable COUNTY and Constitutional Officer personnel, and other timely cooperation by COUNTY and the Constitutional Officers. AUDITOR shall conduct an exit interview with each of the Constitutional Officers and dependent district executive officers prior to the issuance of final reports. 1.2 The audit fieldwork, including any analytical review, shall be completed on -site in the offices of the County, each Constitutional Officer and the dependent district. 1.3 The.financial audit reports applicable to each of the agencies described in paragraph 1, as required by F.S. 218.391 and Section 10.550 of the Rules of the Auditor General, shall include the following: 1.3.1. Auditor's Report on the audit of Financial Statements. This report shall include but not be limited to: (a) A statement of the scope of the audit; and (b) Explanatory comments (if any) concerning exceptions by AUDITOR as to application of either U.S. generally accepted auditing standards, U.S. generally accepted accounting principles or the consistency of application of such principles. 1.3.2. Financial Statements. Financial presentations shall include government wide and fund level financial statements, including accompanying footnotes and schedules, derived from the accounting records presented in conformity with the fund type, fund and /or group classifications, as required for compliance with Section 10.550 of the Auditor General and U.S. generally accepted accounting principles for governments. Financial statements will be prepared for the County as a whole, and for each constitutional officer and dependent district. 1.3.3. Auditor's Letter of Comments and Recommendations. A letter shall be provided to COUNTY containing various comments and recommendations by the AUDITOR based upon review of the COUNTY's system of operations, internal controls and other findings and requirements by the Florida Auditor General. Similar letters shall be submitted to each of the County Constitutional Officers and dependent district. Page 2 of 26 i L' .4. Accountant's reports on compliance with examination requirements specified in Chapter 10.550, Rule 10.556(10), of the Florida Auditor General. 1.4 Other Reports. Reports shall include reports required by Government Auditing Standards; and Federal and State Agencies. If applicable, reports issued pursuant to the Federal and State of Florida Single Audit Acts shall be included. 1.5 The AUDITOR will provide electronic versions of the COUNTY's financial statements, including footnotes and related schedules included as part of the reporting process. AUDITOR will also provide copies of any journal entries required to convert the financial records from modified accrual or budgetary basis accounting to full accrual. 1.6 It is recognized that one of the primary purposes of the audit is to be able to provide assurances to state and federal funding agencies. If any of those agencies require an opinion in a style or format different than the AUDITOR's standard style or format, the AUDITOR shall reissue the opinion in a style or format acceptable to the funding agency, providing such format is in accordance with professional standards. 1.7 AUDITOR shall prepare and submit to the Board of County Commissioners a letter regarding the COUNTY's compliance with the terms of its various bond issues, to the extent required by underlying bond documents. The AUDITOR will also prepare a separate AUDITOR's report on the audit of the basic financial statements suitable for inclusion in an official statement. Should the COUNTY wish to include, publish or otherwise reproduce the financial statements and AUDITOR'S report thereon at a date subsequent to their original issuance, such as for inclusion in a bond offering, prospectus or similar document, AUDITOR is presumed not to be associated with such document and has no obligation to perform any procedures with respect to such document. In addition, COUNTY agrees to include in the offering statement the following language: "Cherry Bekaert LLP, the independent AUDITOR, has not been engaged to perform and has not performed, since the date of its report included herein, any further procedures on the financial statements addressed in that report. Cherry Bekaert LLP also has not performed any procedures relating to this official statement." If, however, management takes certain actions, such as requesting a written consent from AUDITOR prior to including the AUDITOR's report in such an offering statement, AUDITOR then becomes associated with the offering and in accordance with professional standards, will be required to perform certain limited procedures with respect to unaudited information contained in the document. These procedures will be subject to separate written arrangements and fees. 1.8 The AUDITOR agrees to provide tuition free access to seminars provided for either staff or staff and client use in an effort to assist the County in maintaining staff professionalism and meeting the County staffs continuing professional education requirements. 1.9 Should irregularities or other unforeseeable conditions be encountered which might necessitate the extension of the auditing work beyond the scope of normal auditing procedures, the AUDITOR agrees to advise the COUNTY in writing of the circumstances and to request an increase in the total fees be made before significant additional costs are incurred. Any Page 3 of 26 request for additional time or additional fees shall be in writing and shall contain a detailed explanation of the unforeseen conditions or irregularities, and why the additional fees are necessary. Either a time extension or additional fees granted to AUDITOR is at the sole discretion of COUNTY. 1.10 AUDITOR shall take reasonable steps to bring errors to the attention of an appropriate level of COUNTY management so that management can take corrective action. Any adjustments to the books and records will be made only after review and only on direction of responsible authority. 1.11 The COUNTY will send its Comprehensive Annual Financial Report (CAFR) to the Government Finance Officers Association of the United States and Canada for review in its Certificate of Achievement for Excellence in Financial Reporting Program. Therefore, the COUNTY shall also provide additional financial and non - financial information not subject to examination by the AUDITOR, but necessary for the reporting standards of such Certificate of Achievement. It is expected that the AUDITOR will provide any special assistance reasonably necessary to assist the COUNTY in continuing to meet the requirements of that program as part of the fixed fee compensation of this Agreement. 2. ASSISTANCE TO BE FURNISHED BY THE COUNTY. It is understood and agreed that COUNTY and Constitutional Officers' staff participation in the audit will be limited to activities within the normal course of business, and any assistance with the audit by COUNTY personnel shall be limited to matters within the normal scope of the employees' work responsibility. The COUNTY will prepare and furnish to the AUDITOR certain work papers required to support the financial information under audit, but they will be in the format designed by the COUNTY. The COUNTY will: a. Download the trial balance, including actual balances and original and final budgets, from the COUNTY'S accounting software to Excel spreadsheets. b. Prepare the financial statements and footnotes for each constitutional office, the BOCC and the CAFR. c. Prepare the Statements of Cash Flows. d. Prepare the fund -level and entity wide elimination entries. e. Produce the introductory and statistical sections and the Management's Discussion and Analysis sections of the CAFR. f. Produce the Schedules of Federal Awards and State Financial Assistance. Page 4 of 26 g. Review the final CAFR and BOCC Financial Statements and maintain responsibility for the contents. 3. TERM OF ENGAGEMENT. This Agreement provides for professional auditing services for the fiscal years ending September 30, 2017 and September 30, 2018, with an option to extend for one (1) additional year at the sole election of the County, with the concurrence of the Monroe County Board of County Commissioners and annual availability of an appropriation. This agreement shall come into effect on the date first written above and remain in effect until the completion of the financial audits listed above unless earlier terminated in accordance with paragraphs 12 and 13, below. 4. COMPENSATION AND TERMS OF PAYMENT. The COUNTY shall pay to the AUDITOR a fixed fee for the annual audit of the COUNTY's financial statements according to the following fee schedule. This fee is all- inclusive, and no charge for travel, telephone bills, copying or any other related fees or expenses shall be billed. Payment under this agreement is contingent upon annual appropriation. IT FOR FISCAL YEAR ENDED CONTRACT AMOUNT September 30, 2017 $301,920 September 30, 2018 $307,958 The following hourly fees shall apply to extra work done for the term of this contract by AUDITOR, whether under this Agreement or for extra work requested by the Board of County Commissioners: Partner in $ 240 Senior $ 170 Manager $ 150 Senior $ 130 Staff $ 95 Clerical $ 60 Termination prior to the end of the agreement shall occur whenever funds cannot be obtained or cannot be continued at a level sufficient to allow for the continuation of this agreement pursuant to the terms herein. In the event that funds cannot be continued at a level sufficient to allow the continuation of this agreement pursuant to the terms specified herein, this agreement may then be terminated immediately by written notice of termination delivered in person or by mail to AUDITOR. An invoice for the portion of the total amount of the Agreement in proportion to the work completed to date shall be submitted to the COUNTY on a monthly basis. The invoice will include a description of work completed for each of the COUNTY entities to be audited, the Page 5 of 26 total amount of the agreement, billings to date and payments to date. The invoices shall be in a form approved by the Clerk of the Circuit Court. The maximum amount to be paid prior to fulfillment of the terms of the Agreement shall be ninety (90) percent of the total annual compensation. The retainage will be payable upon completion of each year's audits. 5. RECORDS. All working papers and reports will be retained by the AUDITOR, at the AUDITOR's expense, for a minimum of five years from the date the reports are issued, or such longer period as may be required to satisfy legal and administrative requirements. The Auditor will be required to make the working papers available, upon request, to the following parties or their designees: A. County B. Auditor General of the State of Florida C. U.S. General Accounting Office C. Parties designated by the federal government, the State of Florida, or by the COUNTY as part of an audit quality review program D. Auditors of entities of which the COUNTY is a sub- recipient of grant funds E. Successor auditors F. Other parties as deemed necessary by the COUNTY, subject to AUDITOR agreement G. Other parties entitled by law to access such papers 6. MODIFICATIONS, AMENDMENTS, ASSIGNMENT AND SUBCONTRACTING. Any and all modifications of the terms of this agreement shall be only amended in writing and approved by the Board of County Commissioners for Monroe County. The AUDITOR shall not assign or subcontract or transfer any interest in this Contract or assign any claims for money due or to become due under this Contract without first obtaining written and executed consent from COUNTY. 7. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the AUDITOR is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed as to find the AUDITOR or any of its employees, contractors, servants or agents to be the employees of the Board of County Commissioners of Monroe County, and they shall not be entitled to any of the rights, privileges or benefits of employees of Monroe County. 8. COMPLIANCE WITH LAW. In carrying out its obligations under this agreement, the AUDITOR shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this agreement, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations may constitute a material breach of this agreement, which would entitle the Page 6 of 26 COUNTY to terminate this agreement immediately upon delivery of written notice of termination to the AUDITOR. 9. HOLD HARMLESS /INDEMNIFICATION. Each party ( "Indemnifying Party ") shall indemnify and hold harmless the other ( "Indemnified Party ") from any and all claims, suits, actions, liabilities and reasonable defense costs, in each case solely for bodily injury to individuals and physical damage to tangible property to the extent directly and proximately caused by the acts or omissions of the Indemnifying Party while AUDITOR is engaged in the performance of services under this Agreement; provided, however, that if there is also fault on the part of the Indemnified Party, the foregoing indemnity shall be on a comparative fault basis, and provided that COUNTY's liability is limited to the statutory limitation in Florida Statutes 768.28. 10. ANTI - DISCRIMINATION. The AUDITOR agrees that they will not discriminate against any of their employees or applicants for employment or against persons for any benefit or service because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non - discrimination. 11. ANTI - KICKBACK. The AUDITOR warrants that no person has been employed or retained to solicit or secure this agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the COUNTY has any interest, financially or otherwise, in the said funded project. For breach or violation of this warranty, the COUNTY shall have the right to annul this agreement without liability or, in its discretion, to deduct from the agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. 12. TERMINATION FOR CONVENIENCE (WITHOUT CAUSE). This Agreement may be terminated, without cause, by either of the parties. For each fiscal year to be audited, written notice to the other party not later than May 1 of the fiscal year to be audited will constitute appropriate cancellation of the Agreement. 13. TERMINATION FOR CAUSE (BREACH). If the AUDITOR breaches any provision of this Agreement, the COUNTY shall notify the AUDITOR in writing within fourteen (14) days or some other time period deemed acceptable to the COUNTY to cure this breach. The COUNTY by failure to provide notice to the AUDITOR or accepting work under this Agreement does not waive or limit its authority to find the AUDITOR in breach of this agreement for subsequent breaches. After notification of breach and the Agreement has been terminated, the COUNTY shall pay the AUDITOR fair and equitable compensation for work completed prior to termination of the agreement, less any amount of damages caused by the AUDITOR's breach. If the damages are more than compensation due to the AUDITOR, the AUDITOR will remain liable after termination and the COUNTY can Page 7 of 26 affirmatively collect damages. The AUDITOR may terminate the Agreement for failure of the COUNTY to fulfill its duties and obligations upon giving the COUNTY sixty (60) days prior written notice. 14. ENTIRE AGREEMENT. The COUNTY Audit Committee Request for Qualifications for Professional Auditing Services, and AUDITOR Proposal to Provide Professional Independent Auditing Services, and this Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the AUDITOR and COUNTY. It is understood and agreed that in the event of a conflict between the terns of this Agreement and the terms of the above stated documents, the terms of the Agreement shall control. 15. CONSENT TO JURISDICTION. This Agreement, its performance, and all disputes arising hereunder, shall be governed by the laws of the State of Florida, and both parties agree that the proper venue for any actions shall be in Monroe County. 16. ETHICS CLAUSE. AUDITOR warrants that AUDITOR has not employed, retained or otherwise had act on AUDITOR's behalf any former County officer or employee in violation of Section 2 or Ordinance No. 10 -1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10- 1990. For breach or violation of the provision the COUNTY may, at its discretion terminate this agreement without liability and may also, at its discretion, deduct from the agreement or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. 17. PUBLIC ENTITY CRIME STATEMENT. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an agreement to provide any goods or services to a public entity, may not submit a bid on an agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub - contractor, or consultant under an agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. AUDITOR represents that AUDITOR has not been placed on the convicted vendor list. 18. AUTHORITY. AUDITOR warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. Page 8 of 26 Each of the signatories for the AUDITOR below certifies and warrants that the AUDITOR's name in this agreement is the frill name as designated in its organizing documents; that they are empowered to act and contract for the AUDITOR, and this agreement has been approved by the legal governing body of the AUDITOR. 19. LICENSES. The AUDITOR warrants that it shall have, prior to commencement of work under this agreement and at all times during said work, all required licenses whether federal, state, COUNTY or City. 20. INSURANCE. The AUDITOR agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the AUDITOR and the COUNTY from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the AUDITOR for such injuries to persons or damage to property occurring during the agreement or thereafter that results from performance by the AUDITOR of the obligations set forth in this agreement. At all times during the term of this Agreement and for one year after acceptance of the project, the AUDITOR shall maintain on file with the COUNTY a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily injury, personal injury and property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. 4. Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the AUDITOR arising out of work governed by this agreement. Such insurance shall have the following minimum amounts of liability: $250,000 per Occurrence /$500,000 Aggregate. The policies shall provide no less than 30 days' notice of cancellation, non - renewal or reduction of coverage. At all times during the term of this agreement and for one year after acceptance of the project, the AUDITOR shall maintain on file with the COUNTY a certificate of insurance showing that the aforesaid insurance coverages are in effect. Page 9 of 26 21. NOTICE. Any written notice to be given to either party under this agreement or related hereto shall be addressed and delivered as follows: For AUDITOR: Edward Burke, Partner Cherry Bekaert LLP 2626 Glenwood Avenue- Suite 300 Raleigh, NC 27608 For COUNTY: Kevin Madok, Clerk 500 Whitehead Street, Ste. 101 Key West, Florida 33040 County Attorney P.O. Box 1026 Key West, FL 33041 -1026 AND Roman Gastesi County Administrator Gato Building 1100 Simonton St. Key West, FL 33040 22. ADDITIONAL PROVISIONS REQUIRED UNDER 2 CFR PART 200. The following additional clauses are included in recognition of the fact that a portion of the funds used to pay for the services described herein may come from federal awards, as that term is defined in 2 CFR 200.367. In the event of a conflict between these provisions and any other term in this Agreement, the following provisions shall control. A SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS. The County strongly encourages the use of women -, minority- and veteran -owned business enterprises (SBEs) and wishes to see a minimum of 25% of the contract or subcontracts awarded pursuant to this RFP go to SBEs. Contractors may search for Florida registered SBEs at: http: / /www.dms.myflorida.com /agency administration/office of supplier diversity osd Any proposal submitted in which the vendor is certified as an SBE, or in which the vendor proposes to use subcontractors that are certified as SBEs, in Florida or another jurisdiction, must submit proof of the registration or certification from the local authority in order to receive credit for the use of the SBE. Page 10 of 26 B AUDIT OF RECORDS The AUDITOR shall grant to the County, DEM, FEMA, the Federal Government, and any other duly authorized agencies of the Federal Government or the County where appropriate the right to inspect and review all books and records directly pertaining to the Contract resulting from this RFP for a period of five (5) years after final grant close -out by FEMA or DEM, or as required by applicable County, State and Federal law. Records shall be made available during normal working hours for this purpose. In the event that FEMA. DEM, or any other Federal or State agency, or the County, issues findings or rulings that the amounts charged by the AUDITOR, or any portions thereof, were ineligible or were non - allowable under federal or state Law or regulation, The AUDITOR may appeal any such finding or ruling. If such appeal is unsuccessful, the AUDITOR shall agree that the amounts paid to the AUDITOR shall be adjusted accordingly, and that the AUDITOR shall, within 30 days thereafter, issue a remittance to the County of any payments declared to be ineligible or non - allowable. The AUDITOR shall comply with federal and /or state laws authorizing an audit of AUDITORS's operation as a whole, or of specific Project activities. Under no circumstances shall advertising or other communications with the media be presented in such a manner as to County or imply that the AUDITOR or the AUDITOR's services are endorsed by the County. c PUBLIC ENTITIES CRIMES AND DEBARMENT By signing this agreement, AUDITOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of terms of this contract shall result in termination of this Agreement and recovery of all monies paid hereto, suspension of the ability to bid on and perform County contracts, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, AUDITOR further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether AUDITOR has been placed on the convicted vendor list. AUDITOR will promptly notify the COUNTY if it or any subcontractor or AUDITOR is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. D NONDISCRIMINATION During the performance of this Agreement, the AUDITOR agrees as follows: Page 11 of 26 (1) The AUDITOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The AUDITOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The AUDITOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The AUDITOR will, in all solicitations or advertisements for employees placed by or on behalf of the AUDITOR, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The AUDITOR will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the AUDITOR's legal duty to furnish information. (4) The AUDITOR will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the AUDITOR's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The AUDITOR will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The AUDITOR will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the AUDITOR's non - compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the AUDITOR may be declared ineligible for further Government contracts in accordance with procedures authorized in Page 12 of 26 Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. E COVENANT OF NO INTEREST AUDITOR and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. F CODE OF ETHICS The parties recognize and agree that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. G NO SOLICITATION/PAYMENT The AUDITOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the AUDITOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. H PUBLIC RECORDS. Public Records Compliance. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, if the AUDITOR (Contractor) is an individual, partnership, corporation or business entity that enters into a contract for services with a public agency and is acting on behalf of the public agency as provided under F. S. 119.011(2), the AUDITOR is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records Page 13 of 26 disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the AUDITOR does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the AUDITOR or keep and maintain public records that would be required by the County to perform the service. If the AUDITOR transfers all public records to the County upon completion of the contract, the AUDITOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the AUDITOR keeps and maintains public records upon completion of the contract, the AUDITOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the AUDITOR of the request, and the AUDITOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the AUDITOR does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the AUDITOR. An AUDITOR who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under sectionl 19.10, Florida Statutes. The AUDITOR shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305- 292 -3470 BRADLEY - BRIAN(a),MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 111112" Street, SUITE 408, KEY WEST. FL 33040. i OTHER FEDERAL CONTRACT REQUIREMENTS The AUDITOR and its subcontractors must follow the provisions as set forth in Appendix II to 2 CFR Part 200, as amended, including but not limited to: A. AUDITOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 -1387) and will reports violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). B. Davis -Bacon Act, as amended (40 U.S.C. 3141 - 3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non - Federal entities Page 14 of 26 must comply with the Davis -Bacon Act (40 U.S.C. 3141 -3144, and 3146 -3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction "). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The COUNTY must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The COUNTY must report all suspected or reported violations to the Federal awarding agency. The contractors must also comply with the Copeland "Anti- Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States "). As required by the Act, each contractor or subrecipient is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The COUNTY must report all suspected or reported violations to the Federal awarding agency. C. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701 - 3708). Where applicable, all contracts awarded by the COUNTY in excess of $100,000 that involve the employment of mechanics or laborers must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. D. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. F. Clean Air Act (42 U.S.C. 7401- 7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as amended — Contracts and subgrants of amounts in excess of $150,000 must comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Page 15 of 26 G. Debarment and Suspension (Executive Orders 12549 and 12689) —A contract award (see 2 CFR 180.220) must not be made to parties listed on the government -wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. H. Byrd Anti - Lobbying Amendment (31 U.S.C. 1352)— Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non - Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non - Federal award. I. Procurement of recovered materials as set forth in 2 CFR § 200.322. Other Federal Requirements: A. Americans with Disabilities Act of 1990 (ADA) – The AUDITOR will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the AUDITOR pursuant thereto. B. Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its AUDITOR agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the AUDITOR and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. C. The AUDITOR shall utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the AUDITOR during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. D. No Obligation by Federal Government. The federal government is not a party to this contract and is not subject to any obligations or liabilities to the non - Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Page 16 of 26 E. Program Fraud and False or Fraudulent Statements or Related Acts. The AUDITOR acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and t; S;tatements)Y`applies to the AUDITOR's actions pertaining to this contract. IN,:WI°TNBSS`WHEREOF, the parties hereto have caused this agreement to be executed the dav;and vear:first: above written. am SES: Print BOARD OF COUNTY MADOK, Clerk COMMISSIONERS OF MONROE COUNTY, uty Clerk FLORIDA e By: Mayor /Chairperson W WI-El > au ASP AUDITOR: By: Partner Print name: Eddie Burke, CPA Partner MONROE COUNTYATTORNEY APMOVE,QAS ,TO /BORW NTH IA L. HALL ASSISTANT COUNTY ATTORNEY Date ( ` D/ Page 17 of 26 C:) i 1 1 - �3c Pa rn MONROE COUNTYATTORNEY APMOVE,QAS ,TO /BORW NTH IA L. HALL ASSISTANT COUNTY ATTORNEY Date ( ` D/ Page 17 of 26 ATTACHMENT A This attachment supplements provisions of the basic audit contract between the COUNTY and AUDITOR. Scope of Services 1. The financial statement audit of the COUNTY for each year under this contract will include an audit of the basic financial statements of the COUNTY as of September 30` and for the year ended, including the governmental activities, the business -type activities, the discretely presented component unit, each major fund and the remaining fund information. The financial statement audit of the Board of County Commissions and each Constitutional Officer will include an audit of each major fund and remaining fund information. The financial statement audit of the Monroe County Comprehensive Plan Land Authority will include an audit of the governmental activities and the major fund. 2. Accounting standards generally accepted in the United States of America provide for certain required supplementary information ( "RSI "), such as management's discussion and analysis, to accompany the basic financial statements. As part of our engagement, we will apply certain limited procedures to the RSI. These limited procedures will consist principally of inquiries of management regarding the methods of measurement and presentation, which management is responsible for affirming to the AUDITOR in its representation letter. 3. Supplementary information, other than RSI, also accompanies the basic financial statements. The AUDITOR will subject such supplementary information to the auditing procedures applied in the audit of the basic financial statements and will provide an opinion on it in relation to the basic financial statements. 4. Additional information, such as the introductory section and statistical section, will not be subjected to the auditing procedures applied in the audit of the financial statements, and, accordingly, the auditor's report will disclaim an opinion on such information. 5. The AUDITOR will examine compliance with the requirements of Florida Statutes specified in Chapter 10.550, Rule 10.556(10), of the Florida Auditor General. Accounting and other services The AUDITOR will provide the following additional services: 1. Complete the appropriate sections of and sign the Data Collection Form. YOUR EXPECTATIONS The AUDITOR's services plan, which includes its audit plan, is designed to provide a foundation for an effective, efficient, and quality- focused approach to accomplish the engagement objectives and meet or exceed the COUNTY'S. expectations. The AUDITOR'S service plan will be reviewed with the COUNTY periodically and will serve as a benchmark against which the COUNTY will be able to measure the AUDITOR'S performance. Any additional services that the COUNTY may request, and that the AUDITOR agrees to provide, will be the subject of separate written arrangements. The COUNTY recognizes that professional standards require that the AUDITOR be independent from the COUNTY in our audit of the COUNTY'S financial statements and our accompanying Page 18 of 26 report in order to ensure that the AUDITOR'S objectivity and professional skepticism have not been compromised. As a result, the AUDITOR cannot enter into a fiduciary relationship with the COUNTY and the COUNTY should not expect that the AUDITOR will act only with due regard to the COUNTY'S interest in the performance of this audit and the COUNTY should not impose on the AUDITOR special confidence that we will conduct this audit with only the COUNTY'S interest in mind. Because of our obligation to be independent of the COUNTY, no fiduciary relationship will be created by this engagement or audit of the COUNTY'S financial statements. AUDIT SERVICES The objective of an audit is the expression of opinions as to whether the COUNTY'S basic financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the additional information referred to in the Summary of Services section when considered in relation to the basic financial statements taken as a whole. The objective also includes reporting on: • Internal control over financial reporting and compliance with the provisions of applicable laws, regulations, contracts, and grant agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. • Internal control related to major programs and an opinion (or disclaimer of opinion) on compliance with laws, regulations and the provisions of contracts or grant agreements that could have a direct and material effect on each major program in accordance with the Single Audit Act Amendments of 1996, and Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards ( "Uniform Guidance') and Chapter 10.550, Rules of the Auditor General of the State of Florida. The reports on internal control and compliance will each include a paragraph that states that the purpose of the report is solely to describe (1) the scope of testing of internal control over financial reporting and compliance and the result of that testing and not to provide an opinion on the effectiveness of internal control over financial reporting or on compliance, and (2) the scope of testing internal control over compliance for major programs and major program compliance and the result of that testing and to provide an opinion on compliance but not to provide an opinion on the effectiveness of internal control over compliance, and (3) that the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering internal control over financial reporting and compliance and with Single Audit Act Amendments of 1996, OMB Guidance for Grants and Agreements (2 CFR 200), and State Single Audit Implementation Act (Chapter 10.550, Rules of the Auditor General of the State of Florida) in considering internal control over compliance and major program compliance. The paragraph will also state that the report is not suitable for any other purpose. The audit will be conducted in accordance with auditing standards generally accepted in the United States of America; and the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the Single Audit Act Amendments of 1996; State Single Audit Implementation Act and OMB Guidance for Grants and Agreements (2 CFR 200) Chapter 10.550, Rules of the Auditor General of the State of Florida, and Page 19 of 26 i will include tests of accounting records, a determination of major programs in accordance with OMB Guidance for Grants and Agreements (2 CFR 200), and other procedures as deemed necessary to enable us to express such opinions and to render the required reports. The AUDITOR will issue a written report upon completion of its audit of the financial statements. The AUDITOR cannot provide assurance that an unmodified opinion will be expressed. Circumstances may arise in which it is necessary for us to modify the AUDITOR'S opinion or add emphasis -of- matter or other- matter paragraphs. If the opinion is other than unmodified, the AUDITOR will discuss the reasons with the COUNTY in advance. If, for any reason, the AUDITOR is unable to complete the audit or are unable to form or has not formed an opinion, the AUDITOR may decline to express opinions or issue reports, or may withdraw from this engagement. In addition to audit requirements specified, the AUDITOR will provide examinations of compliance with Section 218.415, Florida Statutes, and Sections 365.72 and 365.173, Florida Statutes, in relation to compliance matters relevant to investment policy and E911 funds, respectively, and Sections 28.35, 28.36, and 61.181, Florida Statutes, in relation to compliance matters relevant to the Clerk of the Circuit Court. These examinations, which are required by Chapter 10.550, Rule 10.556(10) of the Auditor General, State of Florida, will be conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and will include examining, on a best basis, evidence of the COUNTY'S compliance with aforementioned Florida Statutes, and other procedures we consider necessary to enable us to express an opinion. Because of the inherent limitations of an examination engagement, together with the inherent limitations of internal controls, an unavoidable risk exists that material noncompliance may not be detected, even though the examination is properly planned and performed in accordance with attestation standards. The COUNTY is responsible for making all financial records and related information available to the AUDITOR and for the accuracy and completeness of that information, including representations incorporated in the representation letter to be provided in connection with the audit of the financial statements. Our responsibility is to express an opinion on compliance based on our examination. ACCOUNTING AND OTHER SERVICES Data Collection Form The AUDITOR will complete the appropriate sections of and sign the Data Collection Form that summarizes our audit findings. The AUDITOR will provide copies of our reports to the COUNTY; however, it is management's responsibility to submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditor's reports, and corrective action plan) along with the Data Collection Form to the designated federal audit clearinghouse and, if appropriate, to pass - through entities. The Data Collection Form and the reporting package must be submitted within the earlier of 30 days after receipt of the auditor's reports or nine months after the end of the audit period. Management's responsibilities related to accounting and other services For all non - attest services we perform in connection with the engagement, you are responsible for designating a competent employee to oversee the services, make any management decisions, perform any management functions related to the services, evaluate the adequacy of the services, and accept overall responsibility for the results of the services. Page 20 of 26 Prior to the release of the report, Management will need to sign a representation letter acknowledging your responsibility for the results of these services. MANAGEMENT'S RESPONSIBILITIES RELATED TO THE AUDIT Management is responsible for designing, implementing, and maintaining effective internal controls, including evaluating and monitoring ongoing activities to help ensure that appropriate goals and objectives are met; following laws and regulations; and ensuring that the COUNTY'S management and financial information is reliable and properly reported. Management is also responsible for implementing systems designed to achieve compliance with applicable laws, regulations, contracts, and grant agreements. Management is also responsible for the selection and application of accounting principles, for the preparation and fair presentation of the financial statements and all accompanying information in conformity with U.S. generally accepted accounting principles, and for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Management is responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. The COUNTY is also responsible for providing us with (1) access to all information of which it is aware that is relevant to the preparation and fair presentation of the financial statements, (2) additional information that we may request for the purpose of the audit, and (3) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. Management is responsible for the preparation of the supplementary information in conformity with GAAP. Management agrees to include our report on the supplementary information in any document that contains and indicates that we have reported on the supplementary information. Management also agrees to include the audited financial statements with any presentation of the supplementary information that includes our report thereon or make the audited financial statements readily available to users of the supplementary information no later than the date the supplementary information is issued with our report thereon. Management is also responsible for adjusting the financial statements to correct material misstatements, informing us of events that occurred subsequent to the balance sheet date until the date of the auditor's report that might affect the financial statements or related disclosures and informing us of any discovery of facts related to items that existed at the financial statement date that might affect the financial statements or related disclosures. Management is responsible for informing us of its views regarding the risk of fraud and must inform us of its knowledge of any allegations of fraud or suspected fraud received in communications from employees, former employees, regulators, or others. Additionally, Management must inform us about all known or suspected fraud involving (a) Management, (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements. Management is responsible for the design and implementation of programs and controls over financial reporting and to prevent and detect fraud. Appropriate supervisory review procedures are necessary to provide reasonable assurance that adopted policies and prescribed procedures are adhered to and to identify errors and fraud or illegal acts. As a part of our audit, we will consider Page 21 of 26 the internal control structure, as required by GAAS, sufficient to plan the audit and to determine the nature, timing, and extent of auditing procedures necessary for expressing our opinion concerning the financial statements. An audit is not designed to provide any assurance on internal controls. As part of the AUDITOR'S consideration of the internal control structure, the AUDITOR will inform the COUNTY of matters that come to its attention that represent significant deficiencies or material weaknesses in the design or operation of the internal control structure. Management is responsible for establishment and maintenance of a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying to us previous audits or other engagements or studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits or other engagements or studies. The COUNTY is also responsible for providing management's views on AUDITOR'S current findings, conclusions and recommendations, as well as the COUNTY'S planned corrective actions, and the timing and format related thereto. The COUNTY agrees to assume all the COUNTY'S management responsibilities relating to the financial statements and related notes and any other nonaudit services we provide. The COUNTY will be required to acknowledge in the management representation letter AUDITOR'S assistance with preparation of the financial statements and related notes and that the COUNTY has reviewed and approved the financial statements and related notes prior to their issuance and have accepted responsibility for them. Further, the COUNTY agrees to oversee the nonaudit services by designating an individual, preferably from senior management, with suitable skill, knowledge, or experience; evaluate the adequacy and results of those services; and accept responsibility for them. The AUDITOR will rely on Management providing these representations to the AUDITOR, both in the planning and performance of the audit, and in considering the fees that we will charge to perform the audit. Because AUDITOR will be relying on Management's representations, you agree to indemnify the AUDITOR, and its partners and employees, and hold them harmless from all claims, liabilities, losses, and costs arising in circumstances where there has been a known misrepresentation by an officer or employee of the COUNTY regardless of whether such officer or employee was acting in the COUNTY'S interest, and even if the A UDITOR acted negligently or wrongfully in failing to uncover or detect such misrepresentation. This indemnification will survive termination of this letter. LIMITATIONS OF THE AUDIT PROCESS In conducting the audit, the AUDITOR will perform tests of the accounting records and such other procedures as we consider necessary in the circumstances to provide a reasonable basis for our opinions on the financial statements. The AUDITOR also will assess the accounting principles used and significant estimates made by the COUNTY'S management, as well as evaluate the overall financial statement presentation. The audit will include procedures designed to obtain reasonable assurance of detecting misstatements due to errors or fraud that are material to the financial statements. Absolute assurance is not attainable because of the nature of audit evidence and the characteristics of fraud. For example, audits performed in accordance with GAAS are based on the concept of selective testing of the data being examined and are, therefore, subject to the limitation that material Page 22 of 26 misstatements due to errors or fraud, if they exist, may not be detected. Also, an audit is not designed to detect matters that are immaterial to the financial statements. In addition, an audit conducted in accordance with GAAS does not include procedures specifically designed to detect illegal acts having an indirect effect (e.g., violations of fraud and abuse statutes that result in fines or penalties being imposed on the COUNTY) on the financial statements. Similarly, in performing our audit the AUDITOR will be aware of the possibility that illegal acts may have occurred. However, it should be recognized that the audit provides no assurance that illegal acts generally will be detected, and only reasonable assurance that illegal acts having a direct and material effect on the determination of financial statement amounts will be detected. The AUDITOR will inform you with respect to errors and fraud, or illegal acts that come to its attention during the course of the audit unless clearly inconsequential. In the event that the AUDITOR has to consult with the COUNTY'S counsel or counsel of our choosing regarding any illegal acts the AUDITOR identifies, additional fees incurred may be billed to the COUNTY. The COUNTY agrees it will cooperate fully with any procedures it deems necessary to perform with respect to these matters. The AUDITOR will issue a written report upon completion of our audit of the COUNTY'S financial statements. If, for any reason, the AUDITOR is unable to complete the audit, or is unable to form, or has not formed an opinion on the financial statements, the AUDITOR may decline to express an opinion or decline to issue a report as a result of the engagement. The AUDITOR will notify the appropriate party within the COUNTY of its decision and discuss the reasons supporting its position. AUDIT PROCEDURES — GENERAL An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve professional judgment about the number of transactions to be examined and the areas to be tested. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by the COUNTY'S management, as well as evaluating the overall presentation of the financial statements. AUDITOR will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the County or to acts by the COUNTY'S management or employees acting on behalf of the COUNTY. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because AUDITOR will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by AUDITOR, even though the audit is properly planned and performed in accordance with U.S. generally accepted auditing standards and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or major programs. However, AUDITOR will inform the appropriate level of the COUNTY'S management of any material errors and fraud, or illegal acts that come to our attention during the course of our audit. AUDITOR will Page 23 of 26 also inform the COUNTY of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. Our responsibility as AUDITOR is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditor. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, and may include tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, creditors and financial institutions. AUDITOR will request written representations from attorneys as part of the engagement, and they may bill the COUNTY for responding to this inquiry. At the conclusion of its audit, AUDITOR will also require certain written representations from COUNTY about the financial statements; compliance with laws, regulations, contracts, and grant agreements; and other responsibilities required by generally accepted auditing standards. AUDIT PROCEDURES — INTERNAL CONTROLS Our audit will include obtaining an understanding of the COUNTY and its environment, including internal controls, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material weaknesses. However, during the audit, we will communicate to the COUNTY'S management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards, and Government Auditing Standards. AUDIT PROCEDURES - COMPLIANCE As part of obtaining reasonable assurance about whether the basic financial statements are free of material misstatement, we will perform tests of the COUNTY'S compliance with provisions of applicable laws and regulations, contracts and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. NONATTEST SERVICES All nonattest services to be provided in the attached engagement letter (if applicable) shall be provided pursuant to the AICPA Code of Professional Conduct. The AICPA Code of Professional Conduct requires that we establish objectives of the engagement and the services to be performed, which are described under nonattest services in the attached letter. Page 24 of 26 You agree that the COUNTY'S designated individual will assume all the COUNTY'S management responsibilities for the nonattest services we provide; oversee the services by designating an individual, with suitable skill, knowledge, or experience; evaluate the adequacy and results of the services; and accept responsibility for them. In order to ensure we provide such services in compliance with all professional standards, the designated individual is responsible for- • Making all financial records and related information available to us. • Ensuring that all material information is disclosed to us. • Granting unrestricted access to persons within the entity from whom we determine it necessary to obtain audit evidence. • Identifying and ensuring that such nonattest complies with the laws and regulations. The accuracy and appropriateness of such nonattest services shall be limited by the accuracy and sufficiency of the information provided by the COUNTY'S designated individual. In the course of providing such nonattest services, we may provide professional advice and guidance based on knowledge of accounting, tax and other compliance, and of the facts and circumstances as provided by the COUNTY'S designated individual. Such advice and guidance shall be limited as permitted under the Code of Professional Conduct. COMMUNICATIONS At the conclusion of the audit engagement, we may provide the COUNTY'S management and those charged with governance a letter stating any significant deficiencies or material weaknesses which may have been identified by us during the audit and our recommendations designed to help the COUNTY make improvements in its internal control structure and operations related to the identified matters discovered in the financial statement audit. As part of this engagement we will ensure that certain additional matters are communicated to the appropriate members of the COUNTY. Such matters include (1) our responsibility under GAAS; (2) the initial selection of and changes in significant accounting policies and their application; (3) our independence with respect to the COUNTY; (4) the process used by the COUNTY'S management in formulating particularly sensitive accounting estimates and the basis for our conclusion regarding the reasonableness of those estimates; (5) audit adjustments, if any, that could, in our judgment, either individually or in the aggregate be significant to the financial statements or our report; (6) any disagreements with the COUNTY'S management concerning a financial accounting, reporting or auditing matter that could be significant to the financial statements; (7) our views about matters that were the subject of the COUNTY'S management's consultation with other accountants about auditing and accounting matters; (8) major issues that were discussed with the COUNTY'S management in connection with the retention of our services, including, among other matters, any discussions regarding the application of accounting principles and auditing standards; and (9) serious difficulties that we encountered in dealing with the COUNTY'S management related to the performance of the audit. OTHER MATTERS Access to working papers The working papers and related documentation for the engagement are the property of the AUDITOR and constitute confidential information. AUDITOR has a responsibility to retain the documentation for a period of time to satisfy legal or regulatory requirements for records retention. Except as discussed below, any requests for access to our working papers will be discussed with Page 25 of 26 you prior to making them available to requesting parties. Any parties seeking access to our working papers must agree to sign our standard access letter. Auditor may be requested to make certain documentation available to regulators, governmental agencies (e.g., SEC, PCAOB, HUD, DOL, etc.) or their representatives ( "Regulators ") pursuant to law or regulations. If requested, access to the documentation will be provided to the Regulators. The Regulators may intend to distribute to others, including other governmental agencies, our working papers and related documentation without our knowledge or express permission. You hereby acknowledge and authorize us to allow Regulators access to and copies of documentation as requested. In addition, AUDITOR participates in a "peer review" program covering audit and accounting practices as required by the American Institute of Certified Public Accountants. This program requires that once every three years AUDITOR subjects its quality assurance practices to an examination by another accounting firm. As part of the process, the other firm will review a sample of AUDITOR'S work. It is possible that the work AUDITOR performs for the COUNTY may be selected by the other firm for their review. If it is, they are bound by professional standards to keep all information confidential. If COUNTY objects to having the work AUDITOR does for you reviewed by our peer reviewer, AUDITOR is to be notified in writing. Electronic transmittals During the course of the Agreement, the AUDITOR and COUNTY may need to electronically transmit confidential information to each other, internally, and to other entities engaged by either party. Although email is an efficient way to communicate, it is not always a secure means of communication and thus, confidentiality may be compromised. As an alternative, the COUNTY may use AUDITOR'S Client Portal ( "Portal ") to transmit documents. Portal allows the COUNTY, AUDITOR, and other involved entities to upload and download documents in a secure location. You agree to the use of email, Portal, and other electronic methods to transmit and receive information, including confidential information between the AUDITOR, the COUNTY, and other third party providers utilized by either party in connection with the engagement. Subpoenas In the event we are requested or authorized by the COUNTY, or required by government regulation, subpoena, or other legal process to produce our working papers or our personnel as witnesses with respect to our engagement, the COUNTY will, so long as we are not a party to the proceeding in which the information is sought, reimburse us for our professional time and expense, as well as the fees and expenses of our counsel, incurred in responding to such a request at standard billing rates. Dispute resolution procedures If any dispute, controversy or claim arises in connection with the performance or breach of this Agreement, either party may, on written notice to the other party, request that the matter be mediated. Such mediation would be conducted by a mediator acceptable to both parties. Both parties would exert their best efforts to discuss with each other in good faith their respective positions in an attempt to finally resolve such dispute, controversy, or claim. Waiver of Trial by Jury In the event the parties are unable to successfully mediate any dispute, controversy or claim, the parties agree to WAIVE TRIAL BY JURY and agree that the court will hear any matter without a jury. Page 26 of 26 ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 1/23/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Scott Insurance (Rich) 1700 Bayberry Court Ste. 200 Richmond VA 23226 CONTACT NAME: Cherice TraC PHONE FAX AIC No Ext : 804- 545 -2234 A/C No : 434 455 -8524 nooR ctracy@scottins.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Great Northern Insurance Company A ++ 20303 10/1/2017 INSURED CHERR -2 Cherry Bekaert LLP; Cherry Bekaert Wealth Mgmt LLC Cherry Bekaert- Chernoff Diamond LLC INSURER B : California Insurance Company A+ 38865 INSURER C: CLAIMS -MADE � OCCUR INSURER D: Cherry Bekaert International Inc. PO Box 27327 Richmond VA 23261 -7327 INSURER E: DAMAGE ( RENTED PREMISES Ea occurrence ) $ 1,000,000 INSURER F : $ 10,000 COVERAGES CERTIFICATE NUMBER: 224928053 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I NSR TYPE OF INSURANCE I SD W D POLICY NUMBER MM% I D Y L MM /DDS LIMITS A I X I COMMERCIAL GENERAL LIABILITY 3589 -07 -97 RIC 10/1/2017 10/1/2018 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE � OCCUR DAMAGE ( RENTED PREMISES Ea occurrence ) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY 1 PE � � LOC PRODUCTS - COMP /OP AGG $ INCL IN GA I s OTHER A AUTOMOBILE LIABILITY Y 73561 -52 1011/2017 10/112018 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X X NON -OWNED HIRED AUTOS AUTOS PerOPERT D AMAGE $ B X UMBRELLA LIAB X OCCUR EUP0281005 10/1/2017 10/1/2018 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $0 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN 7171 -66 -16 10/1/2017 10/1/2018 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 500,000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? FY NIA E.L. DISEASE - EA EMPLOYE $ 500,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Workers Compensation: Partners Not Eligible for Coverage in the State of Rhode Island Monroe County BOCC is additional insured as respects general and auto liability for work performed by the Named Insured if required by written contract. APPRO E R A AGEMENT BY WAI ER /A Y S— CERTIFICATE HOLDER CANCFI 1 ATION ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West FL 33040 ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD