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09/21/2022 Agreement
GV�S COURTq c o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: October 5, 2022 TO: Lindsey Ballard Aide to the County Administrator FROM: Liz Yongue, Deputy Clerk SUBJECT: September 21st BOCC Meeting The following item has been approved and added to the record: C34 Contract for Audit Sen"Ices with RSM US LLP. Should you have any questions please feel free to contact me at (305) 292-3550. cc: Cotinty Attorney_ Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 CONTRACT FOR AUDIT SERVICES This Contract for Audit Services is made and entered into this 1st day of October, 2022, by and between the Board of County Commissioners of Monroe County(hereinafter"County"), Florida, and RSM US LLP, , a Limited Liability Partnership having an office located at 801 Brickell Avenue., Suite 1050, Miami, FL 33131 and authorized to do business in the State of Florida (hereinafter "Auditor"). (County and Auditor are hereinafter collectively referenced as the"Parties.'). 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 Request for Proposals ("RFP") in order to secure auditor services; and WHEREAS, the Auditor submitted a proposal in response to the RFP, which was reviewed and evaluated by the Audit Selection Committee,which ranked the Auditor as the top firm and deemed it most qualified to provide professional auditing services; and WHEREAS, 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. This Contract for Audit Services ("Agreement') shall consist of this Agreement including any exhibits, attachments, and addenda to this Agreement, the RFP issued by the Audit Selection Committee,and the proposal submitted by the Auditor in response to the RFP. In the event of any inconsistency between this Agreement and the contents of any addenda or exhibits to this Agreement(including the RFP),the terms of this Agreement shall prevail. 2. 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 engagement letter, Attachment A to this Agreement. 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 Page 1 of 35 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, and any dependent district reported as part of the primary government (blended component unit). Audits of financial statements of 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 term 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. 2.1. Auditor shall provide the work plan and services as described in detail in Attachment A,hereby incorporated by reference. The Auditor,prior to commencing any fiscal year audit, will provide a detailed audit plan and proposed timeline 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. 2.2 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. 2.3 The financial audit reports applicable to each of the entities 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: 2.3.1 Auditor's Report on Examination of Financial Statements. This report shall include but not be limited to: 2.3.1.1 A statement of the scope of the audit; and 2.3.1.2 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. 2.3.2 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. 2.3.3 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 Page 2 of 35 findings and requirements by the Florida Auditor General. Similar letters shall be submitted to each of the County Constitutional Officers and dependent district. 2.4 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. 2.5 The Auditor will provide final 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. 2.6 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. 2.7 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. The Auditor will also prepare a separate Auditor's report on the examination of the basic financial statements suitable for inclusion in an official statement. The County may prepare official statements in connection with the issuance of debt securities that will contain the basic financial statements and the Auditor's report thereon. The Auditor shall be notified by the County in advance of any such securities offering and will, if requested by the fiscal advisor and/or the underwriter, issue a "consent and citation of expertise" as the Auditor and any necessary "comfort letters." The provision of such services will not generate additional compensation. 2.8 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. 2.9 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 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. 2.10 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. 2.11 The County will send its Annual Comprehensive Financial Report (ACFR) 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 Page 3 of 35 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. 2.12 The Scope of Services outlined in Attachment A shall apply to all audits performed by the Auditor and covered by this Agreement. 2.13 Auditor shall provide twenty (20) paper copies of final audited reports for the Board of County Commissioners including Key West International Airport and ten(10)paper copies of each final audited report for all other entities including the constitutional officers. 2.14 The audit report on the ACFR and the draft management letter shall be completed by Auditor and delivered to Monroe County by no later than March 5"' of each year covered by this Agreement. 3. 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 Monroe County Land Authority, the BOCC and the ACFR. 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 ACFR. f. Produce stand-alone financial statements including introductory and Management's Discussion and Analysis sections for the Key West International Airport. g. Prepare the annual report for Passenger Facility Charges. h. Prepare the annual report court report as required by s. 29.0085,F.S. Page 4 of 35 i.Produce the Schedules of Federal Awards and State Financial Assistance. j. Review the final ACFR and BOCC Financial Statements and maintain responsibility for the contents. 4. TERM OF ENGAGEMENT. This Agreement provides for professional auditing services for the fiscal years ending September 30, 2022, September 30, 2023 ("Year 2"), and September 30, 2024 ("Year 3"). Thereafter, the County shall have the option to extend for two(2)additional terms of one(1) year each("Subsequent Years"), at the election of the County and conditional upon successful negotiation of financial terms for the Subsequent Years with the Auditor. The option to extend shall require approval 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 ("Effective Date") and shall remain in effect until the completion of the financial audits listed above unless earlier terminated in accordance with paragraphs 12 and 13, below. 5. 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. AUDIT FOR FISCAL YEAR ENDED CONTRACT AMOUNT September 30, 2022 $327,120 ($315,120 for standard annual reports+ $12,000 for Key West International Airport stand- alone statements) In each of Years 2 and 3 of this Agreement, the annual amount to be paid to the Auditor shall be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index(CPI-U) for all Urban Consumers as reported by the U.S. Bureau of Labor Statistics at December 31 of the previous year. The following hourly fees shall apply to extra work done for the term of this Agreement by Auditor, whether under this Agreement or for extra work requested by the Board of County Commissioners: Partner $375 Senior Manager $250 Manager $200 Senior Accountant $170 ...�.�......�..�.......... ..........Page 5 of 35� .................. .......�... Staff A.._� _ ..�....... .....,W. ....._....._.�.m.w,,,,, ccountant $135 Admin $100 If the County desires that additional work be performed by the Auditor above and beyond the annual audits described above, the County shall request a proposal from the Auditor for the additional work. Any additional work performed by the Auditor shall be performed at the hourly rates listed above. If the Parties reach agreement for the additional work to be performed, the additional work shall be authorized in the form of a Task Order issued by the County for the additional work. Task Orders require the prior approval of the Board of County Commissioners. No work shall proceed until the Task Order is issued following BOCC approval. 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 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. 6. 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. A representative of a regulator of the County B. Auditor General of the State of Florida C. U.S. General Accounting Office D. Parties designated by the federal government,the State of Florida, or by the County as part of an audit quality review program E. Auditors of entities of which the County is a sub-recipient of grant funds F. Subject to the applicable terms contained within Attachment A, successor auditors G. Other parties as deemed necessary by the County, subject to Auditor agreement H. Other parties entitled by law to access such papers 7. MODIFICATIONS,AMENDMENTS,ASSIGNMENT AND SUBCONTRACTING. Page 6 of 35 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 Agreement or assign any claims for money due or to become due under this Agreement without first obtaining written and executed consent from County. 8. 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. 9. 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 County to terminate this agreement immediately upon delivery of written notice of termination to the Auditor. 10. 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 Page 7 of 35 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 I of the fiscal year to be audited will constitute appropriate cancellation of the Agreement. In the event the County terminates this Agreement without cause, County will pay Auditor for all services rendered (including deliverables and products delivered), expenses incurred, and noncancelable commitments made by Auditor on County's behalf through the effective date of termination. 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 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 terms 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 state or federal courts located therewith. 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 Page 8 of 35 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. Each of the signatories for the Auditor below certifies and warrants that the Auditor's name in this agreement is the full 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 the Auditor and the County (as an additional insured on applicable policies). 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 Page 9 of 35 claims arising out of the performance of professional services of the Auditor arising out of work governed by this agreement. Such insurance shall have the following minimum amounts of liability: $250,000 per Claim/$500,000 Aggregate. The policies shall provide no less than 30 days'notice of cancellation or non-renewal,where such cancellation or non-renewal does not result in a reduction of coverage. The County shall be named as an additional insured on the general liability and auto liability policies. 21. FORCE MAJEURE. The Auditor shall not be liable for any failure or delays resulting from circumstances or causes beyond its reasonable control, including,without limitation, acts or omissions due to fire or other casualty, natural disasters, war or other violence, or any law, order or requirement of any governmental agency or authority. 22. 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: Brett Friedman,Partner RSM US LLP 801 Brickell Avenue Suite 1050 Miami,FL 33131 With a copy to: Office of the General Counsel RSM US LLP 200 South Wacker Drive, Suite 3900 Chicago,IL 60606 For County: Kevin Madok,Clerk 500 Whitehead Street, Ste. 101 Key West, Florida 33040 County Attorney 1111 12th St., Suite 408 Key West FL 33040 AND Roman Gastesi County Administrator Page 10 of 35 Gato Building 1100 Simonton St. Key West,FL 33040 23. 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 portion of the Agreement or subcontracts awarded pursuant to this RFP go to SBEs. Contractors may search for Florida registered SBEs at: http://www.dms.DjyfloridzLcom/agenc-N� 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. 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 Auditor's time, billing, and expense reimbursement under the Agreement 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 Auditor'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. Page 11 of 35 C PUBLIC ENTITIES CRIMES AND DEBARMENT 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 contracts to provide any goods or services to a public entity, may not submit a bid on a contract 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, subcontractor, or Auditor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes,for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 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 Agreement 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: (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 Page 12 of 35 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 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. E 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. Page 13 of 35 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 Agreement, if the Auditor 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 disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Auditor does not transfer the records to the County. (4) Upon completion of the Agreement,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 Agreement, 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 Agreement,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 Agreement provisions in accordance with the Agreement, notwithstanding the County's option and right to unilaterally cancel this Agreement upon violation of this provision by the Auditor. An Auditor who fails to provide the public records to the County or pursuant to Page 14of 35 a valid public records request within a reasonable time may be subject to penalties under section 119.10, 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 &MONROECOUNTY-FL.GOV. MONROE County ATTORNEY'S OFFICE 111112111 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 Federalprogram legislation, all prime construction contracts in excess of$2,000 awarded by non-Federal entities 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 Page 15 of 35 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). 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 governmentwide 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. L 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. Page 16 of 35 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 Agreement and shall expressly require any subcontractors performing work or providing services pursuant to the Agreement 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 Agreement 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. 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 Statements)applies to the Auditor's actions pertaining to this contract. Page 17 of 35 IN WITNESS WHEREOF,the parties hereto have caused this agreement to be executed the cl. .nd year first above written. .49 BOARD OF COUNTY is• MADOK, Clerk "Aro. COMMISSIONERS n 6 . OF MONROE COUNTY, 4 Ad/Lot/ ti FLORIDA A. D- •uty Cle 00 By: 4'444 couNyr ‘" ayor/C erson WITNESSES: RSM US LLP By: /1..?-t."---A Print flan?, . Partner • Print name: z.z.c.„-• Print name: 5\ Cd*ff — cri .L.1 Approved as to form and legal sufficiency: Monroe County Attorney's Office 9-2-2022 ejitu;t•flog Page 18 of 35 ATTACHMENT A (Monroe County Arrangement Letter) Page 19 of 35 �RSM RSMUSLLP October 1' 2O22 801 Avenue. Guhe1050 ��omi. FL33�3� � 305442880� F3054427478 Board nf County Commissioners Monroe County, Florida vr*wv �muaoum 1111 12thStreet Key West, FL33O4O Attention: Board nf County Commissioners This letter("Arrangement Letter"), issued pursuant to the County's "Contract for Audit Services", executed by and between R8K8 and the County, dated October 1. 2022 (the ''Agneement''), is to explain our understanding nf the arrangements for the services R8K8U8LLP (''R8K8''. '\we''. ''us''. nr''nur') istn perform for Monroe County, Florida (the "County", "you", or"your") as of and for the year ending September 3O. 2O22. VVe ask that you confirm this understanding. Our acceptance of this engagement is subject to our satisfactorily completing our normal engagement acceptance procedures, including inquiry nf your previous auditors. VVe will notify you promptly ifvve become aware of anything during our acceptance procedures that results in our not being able to continue this engagement. The Objective and Scope of the Audit of the Financial Statements You have requested that R8K8 audit the Cnunty's governmental activiUes, business-type aotiviUes, aggregate discretely presented component units, each major fund, the aggregate remaining fund information and the budgetary comparisons as of and for the year ending September 30, 2022, which cn||eotims|y comprise the basic financial statements. The component units whose financial statement the County has told the Auditor are to be included as part of the County's basic financial statements are the same as those listed in the September 30, 2021 audit report. The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high |ems| of assurance but is not absolute assurance and therefore is not guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America ('GAA8'') and Government Auditing Standards issued by the Comptroller General of the United States ("GAS")will always detect a material misstatement when it exists. Misstatements can arise from fraud nr error and are considered material if, there is a substantial likelihood that, individually or in the aggnegate, they would influence the judgment made bya reasonable user based nnthe financial statements. The risk nf not detecting amaterial misstatement resulting from fraud is higher than for one resulting from ernnr, as fraud may involve cn||usinn, fnrgery, intentional nmissinns, misnepnesentaUnns, or the override of controls. THE P0VIV['_"R OF� [,3,P8�G UNDE�RS'I'('10,") A A 1 1,N ULT|\J(�'I os m°vs..,°,m,..m.,..'xsw/",~,,"o",."/° :,"»=/',°/~*,/."/",n�~"u°",=.w'u,=u"=��,m�m.,." `^u,,"".,°+^.,,~""".,o.°,".="."°/",,,�u""�n=^.,.�n�w`uup",.0 aswm°,"w°.* 20Of35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 2 Our audit will be conducted with the objective of our expressing an opinion on the basic financial statements of the County. We will also perform an audit of the following financial statements to be issued by the County as of September 30, 2022: • The following enterprise fund: - Key West Airport • The following discrete component unit: - Comprehensive Plan Land Authority We understand that the above financial statements will be prepared in accordance with accounting principles generally accepted in the United States of America. We will also be applying certain limited procedures to the required supplementary information ("RSI") in accordance with auditing standards generally accepted in the United States of America, which consists of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during the audit of the basic financial statements. These procedures will also be applied to the separate enterprise fund financial statements. We will not be expressing an opinion or providing any assurance on the information. We will also be applying certain additional procedures to other supplementary information,which consists of introductory and statistical sections, and the combining and individual fund financial statements and schedules. Such information will be subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepared the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. We will be expressing an opinion on the combining individual fund financial statements and schedules in relation the basic financial statements taken as a whole and we will not be expressing an opinion or providing assurance on the introductory or statistical sections. You have also requested that RSM perform the audit of the County as of September 30, 2022 to satisfy the audit requirements imposed by the Federal and Florida Single Audit Acts and Subpart F of Title 2 U.S. Code of Federal Regulations ("CFR") Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (the "Uniform Guidance") and Chapter 10.550, Rules of the Florida Auditor General. We will also perform an audit of the schedule of passenger facility charges of the Key West Airport and on compliance in accordance with the Passenger Facility Charge Guide for Public Agencies for the year ended September 30, 2022. The Responsibilities of the Auditor We will conduct our audit in accordance with GAAS, GAS, the Uniform Guidance, and the U.S. Office of Management and Budget's ("OMB") Compliance Supplement, Passenger Facility Charge Guide,the Florida Single Audit Act and Chapter 10.550 of the Rules of the Florida Auditor General. Those standards, regulations, supplements or guides require that we comply with applicable ethical requirements. As part of an audit in accordance with GAAS, GAS, the Uniform Guidance, the Florida 21 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 3 Single Audit Act and Chapter 10.550 of the Rules of the Florida Auditor General, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, based on an understanding of the entity and its environment, the applicable financial reporting framework, and the entity's system of internal control, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. • Consider the entity's system of internal control in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the County's internal control. However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Conclude, based on the audit evidence obtained,whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the County's ability to continue as a going concern for a reasonable period of time. Because of the inherent limitations of an audit, together with the inherent limitations of controls, an unavoidable risk that some material misstatements may not be detected exists, even though the audit is properly planned and performed in accordance with GAAS and GAS. Because the determination of waste or abuse is subjective, GAS does not require auditors to perform specific procedures to detect waste or abuse in financial statement audits. We will communicate to the Board of County Commissioners (a) any fraud involving senior management and fraud (whether caused by senior management or other employees) that causes a material misstatement of the financial statements that becomes known to us during the audit, and (b) any instances of noncompliance with laws and regulations that we become aware of during the audit (unless they are clearly inconsequential). We are responsible for the compliance audit of major federal programs and major state projects under the Uniform Guidance and the Florida Single Audit Act, including the determination of major federal programs and major state projects, the consideration of internal control over compliance, and reporting responsibilities. Our report(s) on internal control over financial reporting and over compliance for major programs will include any significant deficiencies and material weaknesses in internal control over financial reporting and over compliance for major programs of which we become aware as a result of obtaining an understanding of internal control and performing tests of internal control over financial reporting and over compliance for major programs consistent with requirements of the standards and regulations identified above. Our report(s) on compliance matters will address material errors, fraud, violations of compliance obligations, and other responsibilities imposed by state and federal statutes and regulations or assumed by contracts; and any state or federal grant, entitlement or loan program questioned costs of which we become aware, consistent with requirements of the standards and regulations identified above. We will maintain our independence in accordance with the standards of the American Institute of Certified Public Accountants ("AICPA") and GAS. 22 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 4 The Responsibilities of Management and Identification of the Applicable Financial Reporting Framework Management is responsible for: 1. Identifying and ensuring that the County complies with the laws and regulations applicable to its activities, and for informing us about all known violations of such laws or regulations, other than those that are clearly inconsequential; 2. The design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the County involving management, employees who have significant roles in internal control, and others where the fraud could have a material effect on the financial statements; and 3. Informing us of its knowledge of any allegations of fraud or suspected fraud affecting the County received in communications from employees, former employees, analysts, regulators, vendors, customers or others. Management is responsible for the preparation of the RSI which accounting principles generally accepted in the United States of America ("U.S. GAAP") require to be presented to supplement the basic financial statements. The Board of County Commissioners is responsible for informing us of its views about the risks of fraud, waste or abuse within the County, and its knowledge of any fraud, waste or abuse or suspected fraud, waste or abuse affecting the County. Our audit will be conducted on the basis that management and, when appropriate,those charged with governance acknowledges and understands that they have responsibility: 1. For the preparation and fair presentation of the financial statements in accordance with U.S. GAAP; 2. To evaluate subsequent events through the date the financial statements are issued . Management also agrees that it will not conclude on subsequent events earlier than the date of the management representation letter referred to below; 3. For the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; 4. For report distribution; and 5. To provide us with: a. Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements including information relevant to disclosures; b. Draft financial statements, including information relevant to their preparation and fair presentation, when needed, to allow for the completion of the audit in accordance with the proposed timeline; c. Additional information that we may request from management for the purpose of the audit; and d. Unrestricted access to persons within the County from whom we determine it necessary to obtain audit evidence. 23 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 5 As part of our audit process, we will request from management [and, when appropriate, those charged with governance]written confirmation concerning representations made to us in connection with the audit, including among other items: 1. That management has fulfilled its responsibilities as set out in the terms of this Arrangement Letter; and 2. That it believes the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. Because the audit will be performed in accordance with the Single Audit Act, the Uniform Guidance, and the Florida Single Audit Act, management is responsible for(a) identifying all federal and state awards received and expended; (b) preparing and the fair presentation of the schedule of expenditures of federal awards and state financial assistance (including notes and noncash assistance received) in accordance with Uniform Guidance and the Florida Single Audit Act requirements; (c) internal control over compliance; (d) compliance with federal and state statutes, regulations, and the terms and conditions of federal and state awards; (e) making us aware of significant vendor relationships where the vendor is responsible for program compliance; (f) following up and taking corrective action on audit findings, including the preparation of a summary schedule of prior audit findings and a corrective action plan; (g) timely and accurate completion of the data collection form and (h) submitting the reporting package and data collection form. Reporting We will issue a written report upon completion of our audit of the County's financial statements. Our report will be addressed to the Board of County Commissioners of the County. Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify our opinion, or add an emphasis-of-matter paragraph or other-matter paragraph to our auditor's report. If circumstances arise relating to the condition of the County's records, the availability of appropriate audit evidence or indications of a significant risk of material misstatement of the financial statements because of error, fraudulent financial reporting or misappropriation of assets which, in our professional judgment, prevent us from completing the audit or forming an opinion,we retain the unilateral right to take any course of action permitted by professional standards, including, but not limited to, declining to express an opinion or issue a report, or withdrawing from the engagement. In addition to our report on the County's financial statements, we will also issue the additional reports as outlined in the Contract and described above in the scope of services section. In connection with our audit of the financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed,we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Examination of Compliance with Florida Statutes You have requested RSM examine the County's compliance with Florida Statutes (F.S.) Sections 28.35, 28.36, 61.181, 218.415, regarding the investment of public funds, 365.172, and 365.173 regarding the E911 funds (the Specified Requirements), during the period October 1, 2021 to September 30, 2022. Engagement Services We will examine the County's compliance with the Specified Requirements in accordance with attestation standards established by the AICPA. 24 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 6 At the conclusion of our engagement, we will issue a written report of our examination of compliance with the Sections 28.35, 28.36, 61.181, 218.415, 365.172, and 365.173 F.S. Our report will be addressed to Board of County Commissioners of the County. We cannot guarantee that an unmodified opinion on compliance with the Sections 28.35, 28.36, 61.181, 218.415, 365.172, and 365.173 F.S. will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion, or withdraw from the engagement. The attestation standards require that we perform our examination engagement only if we have reason to believe that the compliance with the Specified Requirements is capable of consistent measurement or evaluation against criteria that are suitable and available to users. If circumstances arise relating to the condition of the County's records, the availability of appropriate evidence or indications of a significant risk of material misstatement of compliance with the Specified Requirements because of error, fraudulent financial reporting or misappropriation of assets that, in our professional judgment, prevent us from completing the engagement or forming an opinion, we retain the unilateral right to take any course of action permitted by professional standards, including declining to express an opinion or issue a report, or withdrawing from the engagement. Because of the inherent limitations of an examination engagement, together with the inherent limitations of controls, an unavoidable risk exists that some material misstatements may not be detected, even though the examination is properly planned and performed in accordance with the attestation standards. The services that we will perform are not designed and cannot be relied upon to disclose errors, fraud or illegal acts, should any exist. However, we will inform the appropriate level of management and the Board of County Commissioners of any material errors that come to our attention and any fraud or illegal acts that come to our attention, unless they are clearly inconsequential. Furthermore, the services were not designed to provide assurance on the effectiveness of internal control. However, we will communicate to management and the Board of County Commissioners any deficiencies in internal control that become known to us during the course of the engagement. We will maintain our independence in accordance with the standards of the AICPA. Management's Responsibilities Management is responsible for: 1. Identifying applicable compliance requirements; 2. Selecting the Criteria for the purposes of evaluating compliance with the Specified Requirements; 3. Determining that the stated or established Criteria is appropriate for the purposes of evaluating compliance with the Specified Requirements; 4. Establishing and maintaining effective internal control over compliance with the Specified Requirements; 5. Evaluating and monitoring the County's compliance with the Specified Requirements and providing us with a written assertion thereon; 6. Specifying reports that satisfy legal, regulatory or contractual requirements; 7. Making all records and related information available to us; 8. Providing us with a written management representation letter confirming certain representations made during the course of the engagement; 25 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 7 9. The design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the entity involving management, employees who have significant roles in internal control, and others where the fraud could have a material effect on compliance with the Specified Requirements; and 10. Informing us of its knowledge of any allegations of fraud or suspected fraud affecting the entity received in communications from employees, former employees, analysts, regulators, or others. Management is also responsible for the preparation of the supplementary information presented in relation to the financial statements as a whole in accordance with U.S GAAP. Management agrees to include the auditor's report on the supplementary information in any document that contains the supplementary information and indicates that the auditor has reported on such supplementary information. Management also agrees to present the supplementary information with the audited financial statements or, if the supplementary information will not be presented with audited financial statements, to make the audited financial statements readily available to the intended users of the supplementary information no later than the date of issuance of the supplementary information and the auditor's report thereon. Records and Assistance During the course of our engagement, we may accumulate records containing data that should be reflected in the County's books and records. The County will determine that all such data, if necessary, will be so reflected.Accordingly, the County will not expect us to maintain copies of such records in our possession. The assistance to be supplied by County personnel, including the preparation of schedules and analyses of accounts, has been discussed and coordinated with Pam Radloff, Finance Director of the Clerk of the Circuit Court &Comptroller's Office and representatives of Finance from the various Constitutional Officer's. The timely and accurate completion of this work is an essential condition to our completion of the audit and issuance of our audit report. Nonaudit Services In connection with our audit, you have requested us to perform certain nonaudit services: 1. You have requested RSM examine the County's compliance with Florida Statutes (F.S.) Sections 28.35, 28.36, 61.181, 218.415, regarding the investment of public funds, 365.172, and 365.173 regarding the E911 funds (the Specified Requirements), during the period October 1, 2021 to September 30, 2022. GAS independence standards require that the auditor maintain independence so that opinions, findings, conclusions,judgments and recommendations will be impartial and viewed as impartial by reasonable and informed third parties. Before we agree to provide a non-audit service to the County, we determine whether providing such a service would create a significant threat to our independence for GAS audit purposes, either by itself or in aggregate with other non-audit services provided. A critical component of our determination is consideration of management's ability to effectively oversee the non-audit services to be performed. The County has agreed that Pam Radloff, Finance Director for Clerk of the Circuit Court & Comptroller, possesses suitable skill, knowledge or experience and that Ms. Radloff will understand the non-audit services to be performed sufficiently to oversee them. Accordingly, the management of Monroe County agrees to the following: 1. The County has designated Pam Radloff as the person who possesses suitable skill, knowledge and experience to oversee the services; 2. Pam Radloff, Finance Director for the Clerk, will assume all management responsibilities for subject matter and scope of the Specified Requirements. 3. The County will evaluate the adequacy and results of the services performed; and 26 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 8 4. The County accepts responsibility for the results and ultimate use of the services. GAS further requires that we establish an understanding with the County's management or those charged with governance of the objectives of the non-audit services, the services to be performed, the County's acceptance of its responsibilities, the auditor's responsibilities and any limitations of the non-audit services. We believe this Arrangement Letter documents that understanding. Parties' Understandings Concerning Situation Around COVID-19 To the extent any of the services described herein require a party to visit ("Visiting Party")the other party's facilities ("Host Party") in person, the Visiting Party agrees to comply with the Host Party's rules and regulations regarding COVID-19 safety protocols while on the Host Party's premises, provided the Visiting Party is made aware of such rules and regulations. Further, in the event any of the services described herein need to be suspended and/or rescheduled by a party due to the ongoing situation surrounding COVID-19,the party requesting the suspension or rescheduling of the services will provide the other party with prompt written notice of the foregoing. To the extent such suspension and/or rescheduling of the services impacts either the cost of the services or the ability of the Company or RSM to meet any deadlines or timeframes set forth herein, or both, the parties will document this in a written agreement mutually agreed upon and executed by both parties. Other Relevant Information In accordance with GAS, a copy of our most recent peer review report has been provided to you in our proposal for your information. Fees and Costs Our fees for the services described above are based upon the value of the services performed and the time required by the individuals assigned to the engagement plus directly billed expenses, including report processing, travel, meals, and fees for services from other professionals, as well as a charge of 5% of fees for all other expenses, including indirect administrative expenses such as technology, research and library databases, communications, photocopying, postage and clerical assistance. Our fees will be the maximum not to exceed amounts provided in our audit services contract and are based upon the following criteria: 1. Anticipated cooperation from County personnel 2. Timely responses to our inquiries 3. Timely completion and delivery of client assistance requests 4. Timely communication of all significant accounting and financial reporting matters 5. The assumption that unexpected circumstances will not be encountered during the engagement If any of the aforementioned criteria are not met, then fees may increase, however any issues will be discussed and addressed before any additional billings are proposed to provide for alternate remedies aside from additional billings. Interim billings will be submitted as work progresses and as expenses are incurred. Billings are due upon submission. You have informed us that you intend to prepare an annual comprehensive financial report (Annual Report) and submit it for evaluation by the Government Finance Officers Association's Certificate of Achievement for Excellence in Financial Reporting Certificate of Excellence (Program). Our association with the Annual Report is to consist of reviewing the report for consistency with program requirements. Use of Subcontractors and Third-Party Products From time to time and depending upon the circumstances, we may, in our sole discretion, use affiliates of ours or qualified third-party service providers, located within or outside the United States, to assist us in 27 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 9 providing professional services to you. In such circumstances, it may be necessary for us to disclose Confidential Information (as such term is defined below) to them. In addition, if necessary to perform the services requested, we may arrange for one or more of the member firms of the RSM International Network(each an `RSM International Network Firm") to provide services to you outside of the United States. Those third-party service providers, affiliates of RSM, and RSM International Network Firms we use to assist us in providing services to you are collectively referred to herein as "Subcontractors."You hereby consent to us sharing your information, including Confidential Information, with our Subcontractors, within or outside of the United States; provided that such recipients are bound by written obligations of confidentiality that are as protective of your Confidential Information as the confidentiality terms set forth herein. You acknowledge and agree that: (i) our use of Subcontractors may involve the processing, input, disclosure, movement, transfer, and storage of your information and data outside of our technology infrastructure; and (ii) an RSM International Network Firm may also share with us any work product, time and billing information, or any other information concerning you or your affiliates reasonably necessary for us to perform the services requested under this Arrangement Letter. We also may provide services to you using certain third-party hardware, software, software services, managed services (including, but not limited to, web hosting, data security, data back-up, email security, or similar services subject to direct end-user or subscription agreements), applications, and equipment (collectively, "Third-Party Products"). You acknowledge that your or our use of a Third-Party Product may involve the processing, input, disclosure, movement, transfer, and storage of information provided by you to us, including Personal Information and Confidential Information,within the Third-Party Product's infrastructure and not ours. You further acknowledge that the terms of use and service, including but not limited to applicable laws, set forth in the end-user license, end-user subscription agreement, or other end-user agreement for such Third-Party Product (collectively, "EULA(s)") will govern all obligations of such licensor relating to data privacy, storage, recovery, security, and processing within such Third-Party Product's infrastructure, as well as, the service levels associated with such Third-Party Product. You hereby consent to the disclosure of your information, including your Confidential Information and Personal Information, to the licensors of such Third-Party Products for the purpose described herein. To the extent RSM gives the County access to a Third-Party Product in connection with the services contemplated herein, the County agrees to comply with the terms of any applicable EULA for such Third- Party Product, and the County shall be solely responsible for the improper use of a Third-Party Product or a violation of the applicable EULA for such Third-Party Product, by the County, or any user to whom the County grants access to such Third-Party Product. The County agrees to indemnify and hold RSM harmless from and against any claims, actions, lawsuits, proceedings,judgments, liens, losses, damages, liabilities, expenses, and costs (including legal fees, expenses, and costs) relating to, or arising from or out of, the improper use of a Third-Party Product, or a violation of the terms of the applicable EULA for such Third-Party Product, by the County, or any user to whom the County grants access to such Third- Party Product. You acknowledge that your or our use of Third-Party Products may be subject to limitations, delays, interruptions, errors, and other problems which are beyond our control, including, without limitation, internet outage or lack of availability related to updates, upgrades, patches, fixes, maintenance, or other issues. We will not be liable for any delays, delivery failures, or other losses or damages resulting from such issues. Nor will we be held responsible or liable for any loss, or unauthorized use or disclosure, of any information or data provided by you, including, without limitation, Personal Information provided by you, resulting from your or our use of a Third-Party Product. Use and Ownership; Access to Documentation The Documentation for this engagement is the property of RSM. For the purposes of this Arrangement Letter, the term"Documentation" shall mean the confidential and proprietary records of RSM's procedures performed, relevant evidence obtained, other engagement-related workpapers, and conclusions reached. Documentation shall not include custom-developed documents, data, reports, analyses, recommendations, and deliverables authored or prepared by RSM for the County under this Arrangement Letter, or any documents belonging to the County or furnished to RSM by the County. 28 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 10 Review of Documentation by a successor auditor or as part of due diligence is subject to applicable RSM policies, and will be agreed to, accounted for and billed separately. Any such access to our Documentation is subject to a successor auditor signing an Access & Release Letter substantially in RSM's form. RSM reserves the right to decline a successor auditor's request to review our workpapers. In the event we are required by government regulation, subpoena or other legal process to produce our documents or our personnel as witnesses with respect to our engagement for the County, 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 expenses, as well as the fees and expenses of our counsel, incurred in responding to such requests. You acknowledge and grant your assent that representatives of the cognizant or oversight agency or their designee, other government audit staffs, and the U.S. Government Accountability Office shall have access to the audit documentation upon their request and that we shall maintain the audit documentation for a period of at least three years after the date of the report, or for a longer period if we are requested to do so by the cognizant or oversight agency. Access to the requested audit documentation will be provided under the supervision of RSM audit personnel and at a location designated by our firm. Indemnification, Limitation of Liability, and Claim Resolution Because RSM will rely on the County and its management and Board of County Commissioners to discharge the foregoing responsibilities, the County agrees to indemnify, hold harmless and release RSM and its partners, principals, officers, directors, employees, affiliates, subsidiaries, contractors, Subcontractors, agents, representatives, successors, or assigns from all claims, liabilities, losses and costs arising in circumstances where there has been a knowing misrepresentation by a member of the County's management and the Board of County Commissioners. THE COUNTY AND RSM AGREE THAT NO CLAIM ARISING OUT, FROM, OR RELATING TO THE SERVICES RENDERED PURSUANT TO THIS ARRANGEMENT LETTER SHALL BE FILED MORE THAN TWO YEARS AFTER THE DATE OF THE AUDIT REPORT ISSUED BY RSM OR THE DATE OF THIS ARRANGEMENT LETTER IF NO REPORT HAS BEEN ISSUED. IN NO EVENT SHALL RSM OR THE COUNTY, OR ANY OF THEIR RESPECTIVE PARTNERS, PRINCIPALS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "COVERED PARTIES"AND EACH INDIVIDUALLY,A"COVERED PARTY"), BE LIABLE FOR THE INTERRUPTION OR LOSS OF BUSINESS,ANY LOST PROFITS, SAVINGS, REVENUE, GOODWILL, SOFTWARE, HARDWARE, OR DATA, OR THE LOSS OF USE THEREOF (REGARDLESS OF WHETHER SUCH LOSSES ARE DEEMED DIRECT DAMAGES), OR INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR SIMILAR SUCH DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COVERED PARTIES ARISING OUT OF, FROM, OR RELATING TO THIS ARRANGEMENT LETTER, OR THE REPORT ISSUED OR SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE CIRCUMSTANCES OR NATURE OR TYPE OF CLAIM, INCLUDING,WITHOUT LIMITATION, CLAIMS ARISING FROM A COVERED PARTY'S NEGLIGENCE OR BREACH OF CONTRACT OR WARRANTY, OR RELATING TO OR ARISING FROM A GOVERNMENT, REGULATORY OR ENFORCEMENT ACTION, INVESTIGATION, PROCEEDING, OR FINE,WILL NOT EXCEED THE TOTAL AMOUNT OF THE FEES PAID BY THE COUNTY TO RSM UNDER THIS ARRANGEMENT LETTER. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS LIMITATION OF LIABILITY PROVISION SHALL, OR SHALL BE INTERPRETED OR CONSTRUED TO, RELIEVE THE COUNTY OF ITS PAYMENT OBLIGATIONS TO RSM UNDER THIS ARRANGEMENT LETTER. Confidentiality RSM and the County may, from time to time, disclose Confidential Information (as defined below) to one another. Accordingly, RSM and the County agree as the recipient of such Confidential Information (the "Receiving Party") to keep strictly confidential all Confidential Information provided to it by the disclosing party (the "Disclosing Party") and use, modify, store, and copy such Confidential Information only as 29 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 11 necessary to perform its obligations and exercise its rights under this Arrangement Letter. Except as otherwise set forth herein, the Receiving Party may only disclose the Confidential Information of the Disclosing Party to its personnel, agents, and representatives who are subject to obligations of confidentiality at least as restrictive as those set forth herein and only for the purpose of exercising its rights and fulfilling its obligations hereunder. To avoid any doubt, RSM is permitted to disclose the County's Confidential Information to RSM's personnel, agents, and representatives to provide the services or exercise its rights under this Arrangement Letter or for the purpose of maintaining compliance with applicable laws and professional, regulatory, and/or ethical standards. As used herein, "Confidential Information" means, information in any form, oral, graphic, written, electronic, machine-readable or hard copy consisting of: (i) any nonpublic information provided by the Disclosing Party, including, but not limited to, all of its inventions, designs, data, source and object code, programs, program interfaces, know-how, trade secrets, techniques, ideas, discoveries, marketing and business plans, pricing, profit margins and/or similar information; (ii) any information that the Disclosing Party identifies as confidential; or(iii) any information that, by its very nature, a person in the same or similar circumstances would understand should be treated as confidential, including, but not limited to, this Arrangement Letter. As used herein, the term "Confidential Information"will not include information that: (i) is publicly available at the time of disclosure by the Disclosing Party; (ii) becomes publicly available by publication or otherwise after disclosure by the Disclosing Party, other than by breach of the confidentiality obligations set forth herein by the Receiving Party; (iii) was lawfully in the Receiving Party's possession, without restriction as to confidentiality or use, at the time of disclosure by the Disclosing Party; (iv) is provided to the Receiving Party without restriction as to confidentiality or use by a third party without violation of any obligation to the Disclosing Party; or(v) is independently developed by employees or agents of the Receiving Party who did not access or use the Confidential Information. The Receiving Party will treat the Disclosing Party's Confidential Information with the same degree of care as the Receiving Party treats its own confidential and proprietary information, but in no event will such standard of care be less than a reasonable standard of care. The Receiving Party will promptly notify the Disclosing Party if it becomes aware that any of the Confidential Information of the Disclosing Party has been used or disclosed in violation of this Arrangement Letter. Notwithstanding the foregoing, in the event that the Receiving Party becomes legally compelled to disclose any of the Confidential Information of the Disclosing Party, or as may be required by applicable regulations or professional standards, the Receiving Party will use commercially reasonable efforts to provide the Disclosing Party with notice prior to disclosure, to the extent permitted by law. For clarity, notwithstanding anything to contrary herein, the parties obligations regarding treatment of Confidential Information shall be subject to the applicable Florida Public Records laws. Preexisting Nondisclosure Agreements In the event that the parties have executed a separate nondisclosure agreement and such agreement does not automatically terminate or expire upon execution of this Arrangement Letter, such agreement shall be terminated as of the effective date of this Arrangement Letter. Disclosure of Information for Evaluating Independence RSM is a member of the RSM International Network, a network of independent accounting firms. Each member of the RSM International Network is an independent accounting and advisory firm, each of which practices in its own right. Professional standards require RSM to evaluate auditor independence, taking into consideration both RSM's services to the County and the County's affiliates, as defined by Section 0.400.02 of the AICPA Code of Professional Conduct, and any services to the County and the County's affiliates performed by other member firms of RSM International. To permit RSM to comply with these independence rules, the County agrees that RSM may disclose to and discuss with RSM International and its member firms: (i) the name of any corporation, partnership, trust, limited liability company or other entity for whom RSM or any member of RSM International performs services; (ii) any affiliate relationships 30 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 12 between those entities; and (iii) the nature of the services performed. This information will be used solely for the purpose of evaluating the independence of RSM and other RSM International Network Firms. Data Protection Compliance Our Privacy Policy ("Privacy Policy") is located on our website at Ihftg.,,.s:��Ir�.irn us gii,m lag it lrm a airii r y taollugy I��ull. Our Privacy Policy may be amended from time to time in our sole discretion and without prior notice, and is hereby incorporated by reference into this Arrangement Letter. You acknowledge that you have read and understand the Privacy Policy and agree to the practices as described therein. We take reasonable steps to comply with all applicable privacy, cybersecurity, and data protection laws that may apply to Personal Information and Confidential Information we process on behalf of our clients. Upon written request, but not more than annually during the term of this Arrangement Letter, we will deliver to you a copy of our third-party provided SOC 2 report evidencing the operating effectiveness of our Information Technology ("IT") control environment. We will also provide summaries of our IT security and disaster recovery policies and make our senior IT personnel reasonably available for discussion upon request. Our SOC 2 report and any information we disclose to you concerning our IT control environment shall constitute Confidential Information of RSM and shall be subject to the confidentiality obligations set forth in this Arrangement Letter. Prior to disclosing to us or our Subcontractors or granting us or our Subcontractors with access to your data, you will identify in writing any personal, technical, or other data provided or made accessible to us or our Subcontractors pursuant to this Arrangement Letter that may be subject to heightened protections under applicable privacy, cybersecurity, export control, and/or data protection laws, including, but not limited to, protected health information pursuant to the Health Information Portability and Accountability Act of 1996 ("HIPAA"), classified or controlled unclassified information subject to the National Industrial Security Program,the National Industrial Security Program Operating Manual, or the Defense Federal Acquisition Regulation Supplement ("DFARS"), data subject to Export Administration Regulations ("EAR"), or International Traffic in Arms Regulations ("ITAR") controlled data. Unless otherwise expressly agreed upon and specified in writing by RSM and the County, you shall not provide us or any of our Subcontractors with access to such data and you shall be responsible for the handling of all such data in connection with the performance of the services requested hereunder, including, but not limited to, the scrubbing, de-identification, de-aggregation, protection, encryption,transfer, movement, input, storage, migration, deletion, copying, processing, and modification of such data. RSM and the County acknowledge and agree that they may correspond or convey information and documentation, including Confidential Information and Personal Information, via various forms of electronic transmission, including, but not limited to, Third-Party Products, such as, email, FTP and cloud- based sharing and hosting applications (e.g., portals, data analytics tools, and helpdesk and support ticketing applications), and that neither party has control over the performance, operation, reliability, availability, or security of these electronic transmissions methods. Therefore, neither party will be liable for any loss, damage, expense, harm, disclosure or inconvenience resulting from the loss, delay, interception, corruption, unauthorized disclosure, or alteration of any electronic transmission where the party has used commercially reasonable efforts to protect such information. We offer our clients various platforms for the exchange of information. You hereby agree that you shall be bound by and comply with any and all user terms and conditions made available (whether by link, click-through, or otherwise)with respect to such platforms. Personal Information As used herein, the term "Personal Information" means any personal information that directly or indirectly identifies a natural person as may be defined by applicable privacy, data protection or cybersecurity laws, and includes, but is not limited to, nonpublic, personally identifiable information such as Social Security numbers, Social Insurance numbers, driver's license numbers or state- or province-issued identification card numbers, credit or debit card numbers with or without any required security code, number or passwords, health information, and other personal information as defined by applicable laws, whether of the County or the County's customers or other third parties. 31 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 13 Each party agrees to transmit Personal Information consistent with applicable laws and any other obligations the respective party may have. In the event you transmit to us Personal Information in an unencrypted format or via unencrypted means, you agree that we have no obligation to notify you of the foregoing. You represent and warrant that you have provided all notices and obtained all consents required under applicable data protection laws prior to your collection, use and disclosure to us or our Subcontractors of such Personal Information and shall take reasonable steps to ensure that such Personal Information does not include irrelevant or unnecessary information about individuals. Where we are acting as a service provider under the California Consumer Privacy Act, including as amended or replaced ("CCPA"), we (i) will not sell any Personal Information received from the County; (ii) will not disclose Personal Information to another business, person, or third party, except for the purpose of maintaining or providing the services or exercising our rights as specified in this Arrangement Letter, including to provide Personal Information to advisers or sub-contractors, or to the extent such disclosure is required by law. We certify that we understand and will comply with the requirements enumerated in (i) and (ii). For the avoidance of doubt, all permitted uses of Personal Information by service providers that are enumerated in the CCPA are understood to apply to the Personal Information processed by us. We are permitted to use all Personal Information to perform our obligations and exercise our rights under this Arrangement Letter. The parties agree that as part of the performance of the services as described in this Arrangement Letter, and as part of the direct business relationship between the parties, we may use the Personal Information to improve and develop services and for other similar internal and business purposes. We agree to maintain appropriate security measures to protect such Personal Information in accordance with applicable laws. If we become aware of an unauthorized acquisition or use of County-provided Personal Information, we will promptly inform you of such unauthorized acquisition or use as required by applicable laws and, upon your written request, reasonably cooperate with you at your sole cost in support of any breach notification requirements as imposed upon you by applicable laws. Retention of Records We will return to you all original records you provide to us in connection with this engagement. Further, in addition to providing you with those deliverables set forth in this Arrangement Letter, we will provide to you a copy of any records we prepare or accumulate in connection with such deliverables which are not otherwise reflected in your books and records without which your books and records would be incomplete. You have the sole responsibility for retaining and maintaining in your possession or custody all of your financial and nonfinancial records related to this engagement. We will not host, and will not accept responsibility to host, any of your records. We, however, may maintain a copy of any records of yours necessary for us to comply with applicable law and/or professional standards or to exercise our rights under this Arrangement Letter. Any such records retained by us will be subject to the confidentiality obligations set forth herein and destroyed in accordance with our record retention policies. Termination Your failure to make full payment of any and all undisputed amounts invoiced in a timely manner constitutes a material breach for which we may refuse to provide deliverables and/or, upon written notice, suspend or terminate our services under this Arrangement Letter. We will not be liable to you for any resulting loss, damage or expense connected with the suspension or termination of our services due to your failure to make full payment of undisputed amounts invoiced in a timely manner. When an engagement has been suspended at the request of management[or those charged with governance] and work on that engagement has not recommenced within 120 days of the request to suspend our work, we may, at our sole discretion, terminate this Arrangement Letter without further obligation to you. Resumption of our work following termination may be subject to our client acceptance procedures and, if resumed, will require additional procedures not contemplated in this Arrangement Letter. Accordingly, the scope, timing and fee arrangement discussed in this Arrangement Letter will no 32 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 14 longer apply. In order for us to recommence work, the execution of a new Arrangement Letter will be required. We may terminate this Arrangement Letter upon written notice if we determine that our continued performance would result in a violation of law, regulatory requirements, applicable professional or ethical standards, or our client acceptance or retention standards. The parties agree that those provisions of this Arrangement Letter which, by their context, are intended to survive, including, but not limited to, payment, limitations on liability, claim resolution, use and ownership, and confidentiality obligations, shall survive the termination of this Arrangement Letter. Miscellaneous Subject to the terms of the Agreement, we may mention your name and provide a general description of the engagement in our client lists and marketing materials. Notwithstanding anything stated to the contrary in this Arrangement Letter, the County acknowledges and consents that we also may utilize Confidential Information and Personal Information that you have provided to us in connection with this engagement to develop, enhance, modify and improve technologies, tools, methodologies, services and offerings and/or for development or performance of data analysis, business analytics or insights, or other insight generation. Information developed in connection with these purposes may be used or disclosed to you or current or prospective clients to provide them services or offerings. We will not use or disclose such Confidential Information or Personal Information in a way that would permit the County or an individual to be identified by third parties without your prior written consent. You have informed us that you may issue public debt in the future and that you may include our report on your financial statements in the offering statement. You have further informed us that you do not intend for us to be associated with the proposed offering. We agree that our association with any proposed offering is not necessary, providing the County agrees to clearly indicate that we are not associated with the contents of any such official statement or memorandum. The County agrees that the following disclosure will be prominently displayed in any such official statement or memorandum: RSM US LLP, our independent auditor, has not been engaged to perform, and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. RSM US LLP also has not performed any procedures relating to this [official statement] [memorandum]. Our professional standards require that we perform certain additional procedures, on current and previous years' engagements, whenever a partner or professional employee leaves the firm and is subsequently employed by or associated with a client in a key position. Accordingly, you agree to compensate us for any additional costs incurred as a result of your employment of one of our partners, principals or employees. Entire Agreement This Arrangement Letter, together with the Agreement, constitutes the complete and exclusive statement of agreement between RSM and the County, and supersedes all prior agreements, understandings, and proposals, whether oral or written, relating to the subject matter of this Arrangement Letter. If any term or provision of this Arrangement Letter is determined to be invalid or unenforceable, such term or provision will be deemed stricken, and all other terms and provisions will remain in full force and effect. This Arrangement Letter may be amended or modified only by a written instrument executed by both parties. 33 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 15 Electronic Signatures and Counterparts Each party hereto agrees that any electronic signature of a party to this Agreement Letter or any electronic signature to a document contemplated hereby (including any representation letter) is intended to authenticate such writing and shall be as valid, and have the same force and effect, as a manual signature.Any such electronically signed document shall be deemed (a)to be"written"or"in writing," (b) to have been signed and (c)to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Each party hereto also agrees that electronic delivery of a signature to any such document(via email or otherwise) shall be as effective as manual delivery of a manual signature. For purposes hereof, "electronic signature" includes, but is not limited to, (a) a scanned copy(as a"pdf' (portable document format)or other replicating image)of a manual ink signature, (b) an electronic copy of a traditional signature affixed to a document, (c)a signature incorporated into a document utilizing touchscreen capabilities or(d) a digital signature. This Arrangement Letter may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement. Paper copies or "printouts,"of such documents if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. Please sign and return a copy of this Arrangement Letter to indicate your acknowledgment of, and agreement with,the arrangements for our audit of the financial statements, including our respective responsibilities. Acknowledgement and Acceptance Each party acknowledges that it has read and agrees to all of the terms and conditions contained herein. Each party and its signatory below represents that said signatory is a duly authorized representative of such party and has the requisite power and authority to bind such party to the undertakings and obligations contained herein. AGREED TO AND ACKNOWLEDGED BY: RSM US LLP Brett Friedman, Partner 14st Confirmed on behalf of Monroe County, Florida: Kevin Madok, Clerk _ . 9/21/2022 0,.y. " A Deput Cler County Mayor, id Rice Date a iA:011-‹*/ 9/21/2022 Clerk of Circuit Court&Comptroller Date Kevin M ok, A 9/21/2022 Finance Director Date Pam Radloff Approved as to form and legal sufficiency: Monroe County Attorney's Office 9-2-2022 Cril;it•War 34 of 35 Board of County Commissioners Monroe County, Florida October 1, 2022 Page 16 &I(D 9110 F.St Louis 51rect,Suile 200 1 PO Box 1190 I Spnngfl6d,MO,658W-1 M CPAs&Advisors 417865 8701 u Fay 417.865.0682 o Ud corn Report on the Firm's System of Quality Control To the Partners of RSM US LLP and the National Peer Review Committee We have reviewed the system of quality control for the accounting and auditing practice of RSM US LLP(the firm)applicable to engagements not subject to PCAOB permanent inspection in effect for the year ended April 30,2019, Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants(Standards). A summary of the nature,objectives,scope,limitations of,and the procedures perfonned in a System Review as described in the Standards may be found at www.aiepa.org/Tt'stiinma , The summary also includes an explanation of how engagements identified as not performed or reported in conformity with applicable professional standards,if any,are evaluated by a peer reviewer to determine a peer review rating. Firm's Responsibility The firm is responsible for designing a system of quality control and complying with.it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. The firm is also responsible for evaluating actions to promptly remediate engagements deemed as not per-formed or reported in conformity with professional standards,when appropriate,and for reniediating weaknesses in its system of quality control,if any. Peer Reviewer's Responsibility Our responsibility is to express an opinion on the design of the system of quality control and the firm's compliance therewith based on our review. Required Selections and Considerations Engagements selected for review included engagements performed under Government.Auditing Standards , including compliance audits under the Single Audit Act;audits of employee benefit plans,audits performed under FDICIA,audits of broker-dealers and examinations of service organizations[SOC I and SOC 2 engagements]. As a part of our peer review,we considered reviews by regulatory entities as communicated by the firm,if applicable,in determining the nature and extent of our procedures. Opinion In our opinion,the system of quality control for the accounting and auditing practice of RSM US LLP applicable to engagements not subject to PCAOB permanent inspection in effect for the year ended April 30, 2019,has been suitably designed and complied with to provide the firrn with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Finns can receive a rating of poss,pass with de fiviency(ias)orfart. RSM US LLP has received a peer review rating of Pass. BKD,LLP Fko I-I ID , Lor December 5,2019 Prax)ty: 35 of 35 DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 09/06/2022 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 have ADDITIONAL INSURED provisions or 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 CONTACT AOn Risk services central, Inc. -NAME: PHONE FAX i Chicago IL Office (AIC.No.Ext): C312) 381-1000 A/C.No.: (312) 381-7007 200 East Randolph E-MAIL p Chicago IL 60601 USA ADDRESS: _ INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: The continental Insurance company 35289 RSM US LLP INSURERB: National Fire Ins. co. of Hartford 20478 331 W. 3rd 5t., suite 200 Davenport, IA 52801 USA INSURER C: American casualty co. of Reading PA 20427 INSURER D: Columbia casualty company 31127 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570095182272 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. Limits shown are as requested AUU INSR POLICY EFF POLICY EAP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY LIMITS B X COMMERCIAL GENERAL LIABILITY 6079431380 MM/DD/YYYYEACH OCCURRENCE $1,000,000 CLAIMS-MADE X❑OCCUR General Liability DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence APPROVED BY RISK MANAGEMENT MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 N 9/60� GEN'LAGGREGATE LIMITAPPLIES PER: GATE_— - -- --- GENERAL AGGREGATE $2,000,000 cq POLICY IJ PECOT- ❑X LOC WAVER NIA---YES—, PRODUCTS-COMP/OP AGG $2,000,000 LLLLJJJJ o OTHER: o B 6079431377 11/30/2021 11/30/2022 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $1,000,000 Auto Ea accident X ANY AUTO BODILY INJURY(Per person) 0 Z OWNED SCHEDULED BODILY INJURY(Per accident) Ol AUTOS ONLY AUTOS R X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE V ONLY AUTOS ONLY Per accident w Ol A X UMBRELLA LAB X OCCUR 7017908848 11/30/2021 11/30/2022 EACH OCCURRENCE $5,000,000 U EXCESS LAB CLAIMS-MADE umbrella AGGREGATE $5,000,000 DED RETENTION C WORKERS COMPENSATION AND Wc679962594 11/30/2021 11/30/2022 X PER STATUTE OTH- EMPLOYERS'LIABILITY ER YIN Workers compensation -A05 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCI DENT $1,000,000 C OFFICER/MEMBEREXCLU DED? N/A wc679963180 11/30/2021 11/30/2022 (Mandatory in NH) Workers compensate on - CA E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000-- D cyber Liability 596402096 11/30/2021 11/30/2022 Limit $1,000,000=� cyber DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Monroe county is added as Additional Insured as respects the General Liability and Automobile Liability as required per written contract. Umbrella is a follow form. 30-day notice of cancellation except 10 days for non-payment. General Liability is primary ti and non-contributory to other insurance available to the certificate holder, but only to the extent required by written contract with the insured. A waiver of subrogation in favor of Additional Insured as respect the General Liability, Auto % Liability and Workers compensation pursuant to a written contract. CERTIFICATE HOLDER CANCELLATION ) } SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ti Monroe county AUTHORIZED REPRESENTATIVE 1111 12th Street, Suite 408 Key West FL 33040 USA r eX�072 c�GdDfG�if.��GO l�/.�9a�Q-�eJ 9dG1 � ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ACCOR" CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDMIW) 09/06/2022 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 have ADDITIONAL INSURED provisions or 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 CONTACT Aon Risk Services Northeast, Inc. NAME: AI One Liberty Plaza, CONNo Ext: 312-381-1000 A/C No):312-381-7007 165 Broadway, Suite 3201 ADDRIESS, New York, N.Y. 10006 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: North American Capacity Insurance Company INSURED RSM US LLP INSURER B: 331 West Third Street, Suite 200 INSURERC: Davenport, IA 52801 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD WVD POLICY NUMBER MMIDDIYWY MMIDDNYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMP AM AGETORENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Miscellaneous Professional Liability P117670.01-00 01-Jul-22 01-Jul-23 Not less than US$1,000,000 any one claim and in Insurance the aggregate. DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) APPROVED 'Y RI aK MANAGEMENT BY DATE 9/6/2022 "E /A YES, CERTIFICATE HOLDER CANCELLATION Monroe County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1111 12th Street, Suite 408 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Key West FL 33040 USA ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE man Rld Sew-6w z ntlmal 191X. ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD