FY2023 Engagement Letter / RSM
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September 27. 2O23
Board nf County Commissioners
Monroe County, Florida
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Key West, FL33O4O
Attention: Board nf County Commissioners
This letter("Engagement Letter") serves as a supplement to the terms of our agreement for external audit
services authorized by action of the Board of County Commissioners on October 1, 2022 (the
"Agreement") and reflects our understanding of the arrangements for the services we are to perform for
Monroe County, Florida (the ''Cnunty''. ''ynu''. nr''ynur') asnf and for the year ending September 3O. 2O23.
VVe ask that you confirm this understanding.
The Objective and Scope of the Audit of the Financial Statements
You have requested R8K8 U8 LLP (''R8K8''. ''vve''. ''us'', or"our"), audit the Cnunty's governmental
aotiviUes, business-type activiUes, aggregate discretely presented component units, each major fund, and
aggregate remaining fund information as of and for the year ending 8eptember3O. 2023. which
collectively comprise the basic financial statements. The component units whose financial statements you
have told us will be included as part of the basic financial statements are the same as those listed in the
September 3O. 2O22 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 nfAmerica (''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 vvnu|d 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 error, as fraud may involve
cn||usinn, fnrAery, intentional nmissinns, misnepnesentaUnns, or the override of controls.
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 nf the following financial statements to be issued
by the County asnf September 3O. 2O23:
° Each County Constitutional Officer and the Board nf County Commissioners
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Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 2
• 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 prepare 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 to
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, 2023 to satisfy
the audit requirements imposed by the Single Audit Act 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("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, 2023.
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 and guidance provided in the audit guide
titled 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 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
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 3
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 entity'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 Commissioner's (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 federal programs
and major state projects will include any significant deficiencies and material weaknesses in internal
control over financial reporting and over compliance for major federal programs and major state projects
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 federal programs and major
state projects 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.
Board of County Commissioners
Monroe County, Florida
September 27, 2023
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 required supplementary information ("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, suspected fraud, or 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 accounting
principles generally accepted in the United States of America ("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
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 5
d. Unrestricted access to persons within the County from whom we determine it necessary to obtain
audit evidence.
As part of our audit process, we will request from management 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 Engagement 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 Federal 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 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 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 following reports:
1. A report on the fairness of the presentation of the County's schedule of expenditures of federal
awards and state financial assistance for the year ending September 30, 2023;
2. Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on
an Audit of Financial Statements Performed in Accordance with GAS;
3. Report on Compliance for Each Major Federal Program and State Project and Report on Internal
Control Over Compliance Required by the Uniform Guidance and Chapter 10.550, Rules of the
Auditor General of Florida;
4. An accompanying schedule of findings and questioned costs; and
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 6
5. Management letters in accordance with Chapter 10.550,Rules of the Auditor General of the State of
Florida;
6. Reports on the individual financial statements of the Board of County Commissioners, Property
Appraiser, Tax Collector, Clerk of Circuit Courts, Supervisor of Elections, Comprehensive Plan Land
Authority, Key West International Airport, and Sheriff.
7. Report on Monroe County, Florida Statement of County Funded Court-Related Functions, Section,
29.0085 Florida Statutes. Examination of Arithmetical Accuracy and Compliance of Sections 29.008
and 29.0085, Florida Statutes.
You have informed us that you intend to prepare an annual comprehensive financial report ("ACFR") and
submit it for evaluation by the Government Finance Officers Association's Certificate of Achievement for
Excellence in Financial Reporting. Our association with other information in the ACFR consists of reading
the other information and considering whether a material inconsistency exists between the other
information and the financial statements, or the other information otherwise appears to be materially
misstated.
Examination of Compliance with Florida Statutes
You have requested RSM examine the County's Statement of County Funded Court-Related Functions
and the County's compliance with Sections 29.008 and 29.0085 Florida Statutes (F.S.) regarding the
County Funded Court Related Functions, as well as the County's and each County Constitutional
Officers' compliance with Section 218.415 Florida Statutes (F.S.) regarding the investment of public
funds, and the County's compliance with Sections 365.172 and 365.173 F.S. regarding the E-911 System
funds, the Clerk of the Court's compliance with Sections 28.35 &28.36 F.S. regarding Clerk of the Court
performance standards and budgeting procedures and the Clerk of the Court's compliance with Section
61.181 F.S., regarding alimony payments (all collectively referred to as the "Specified Requirements")
during the period from October 1, 2022 to September 30, 2023.
Engagement Services
We will examine the County's and the County Constitutional Officers' compliance, as applicable, with the
Specified Requirements in accordance with attestation standards established by the AICPA.
At the conclusion of each examination engagement, we will issue a written report of our examination of
compliance with the Specified Requirements in relation to the stated or established criteria. Our reports
will be addressed to the Board of County Commissioners and the County Constitutional Officers, as
applicable. We cannot guarantee that an unmodified opinion on compliance with the Specified
Requirements will be expressed. Circumstances may arise in which it is necessary for us to modify our
opinion or withdraw from the engagements.
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 or Constitutional Officers' 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.
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 7
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 or Constitutional Officers 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, the Board of County Commissioners and the
Constitutional Officers, where applicable, 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 and GAS.
Management's Responsibilities
Management and the Board of County Commissioners and County Constitutional Officers are 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 or Constitutional Officers 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;
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.
Records and Assistance
During the course of our engagement, we may accumulate records containing data that should be
reflected in the County's or Constitutional Officers books and records. The County or Constitutional
Officers will determine that all such data, if necessary, will be so reflected. Accordingly, the County or
Constitutional Officers will not expect us to maintain copies of such records in our possession.
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 8
The assistance to be supplied by County or Constitutional Officers 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 audits as stated in our contract with the County, you have requested us to perform
the following nonaudit services:
1. You have requested RSM examine the County's or Constitutional Officers 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, 2022 to September 30, 2023.
2. Assist in drafting the financial statements for the Monroe County Comprehensive Plan Land Authority,
a discretely presented component unit of Monroe County, Florida, for you using final draft financial
statements that you provide.
3. Complete the data collection form required for submission to the Federal Audit Clearinghouse for the
County's Single Audit in accordance with the Uniform Guidance.
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, Office of the Clerk&
Comptroller's Office possesses suitable skill, knowledge or experience and that the individual
understands the nonaudit services to be performed and described above sufficiently to oversee them.
Accordingly, the management of County agrees to the following:
1. The County has designated Pam Radloff, Finance Director, Office of the Clerk&Comptroller's Office
as a senior member of management who possesses suitable skill, knowledge and experience to
oversee the services;
2. Pam Radloff, Finance Director, Office of the Clerk&Comptroller's Office will assume all management
responsibilities for subject matter and scope of the Non-Audit Services listed above;
3. The County will evaluate the adequacy and results of the services performed; and
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 Engagement Letter documents that understanding.
Other Relevant Information
In accordance with GAS, a copy of our most recent peer review report is enclosed for your information.
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 9
Fees and Costs
As outlined in the Agreement, 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 Consumer Price Index for All
Urban Consumers (CPI-U) increased 6.5 percent over the last 12 months to an index level of 296.797
(1 982-84=1 00). Our fees for the services described above are $ 348,383 and 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. Our fee estimate and completion of our work 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. Interim billings will be submitted
as work progresses and as expenses are incurred. Billings are due upon submission.
Use of Subcontractors and Third-Party Products
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 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." We may share 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. 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 information concerning you or your affiliates reasonably necessary for us to
perform the services requested under this Engagement Letter. We will be responsible to you for the
performance of our Subcontractors, solely as related to the services performed under this Engagement
Letter, subject to all limitations and disclaimers set forth herein.
We also may provide services to you using certain third-party hardware, software, equipment, or products
(collectively, "Third-Party Products" and each, individually, a "Third-Party Product"). You acknowledge
that the use of a Third-Party Product may involve the processing, input, disclosure, movement, transfer,
and storage of information provided by or on behalf of you to us, including Confidential Information and
Personal 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
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 10
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, costs,
expenses, fees (including reasonable legal fees, expenses, and costs), and other liabilities 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 the 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 the
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 Engagement
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
Engagement Letter, or any documents belonging to the County or furnished to RSM by the County.
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.
The documentation for this engagement is the property of RSM. However, 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,
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 11
Subcontractors, agents, representatives, successors, or assigns from all third-party 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 ENGAGEMENT LETTER SHALL BE FILED MORE
THAN TWO YEARS AFTER THE DATE OF THE AUDIT REPORT ISSUED BY RSM OR THE DATE OF
THIS ENGAGEMENT 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. EXCEPT FOR A COVERED PARTY'S INDEMNIFICATION
OBLIGATIONS UNDER THIS ENGAGEMENT LETTER, TO THE FULLEST EXTENT PERMITTED BY
LAW, THE TOTAL AGGREGATE LIABILITY OF THE COVERED PARTIES ARISING OUT OF, FROM,
OR RELATING TO THIS ENGAGEMENT 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 ENGAGEMENT 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 ENGAGEMENT 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
necessary to perform its obligations and exercise its rights under this Engagement 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 Engagement 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 Engagement Letter.
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 12
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 Disclosing Party's 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 Engagement Letter.
Notwithstanding anything stated to the contrary in this Engagement Letter, the County consents to RSM:
(i) using any information or data, including Confidential Information and Personal Information, provided by
or on behalf of the County, or otherwise obtained by RSM, in connection with the services provided under
this Engagement Letter, to provide the County with professional services under any other professional
services agreement the County enters into or has entered into with RSM; and (ii) using any information or
data provided by or on behalf of the County, or otherwise obtained by RSM, in connection with
professional services provided by RSM under another professional service agreement RSM has entered
into with the County, including confidential, personal, or other protected information, to provide the
services under this Engagement Letter to the County.
For clarity, notwithstanding anything to the 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, such agreement shall
be terminated as of the effective date of this Engagement Letter and the terms of this Engagement Letter
shall apply to the treatment of information shared by the parties hereto.
Data Protection Compliance
Our Privacy Policy ("Privacy Policy") is located on our website at Ihfff� [§i.i,m a gii,m lag it irmi a tairii r y
laolliif.y Ihti mill. 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 Engagement Letter. You acknowledge that you
have read and understand the Privacy Policy and agree to the practices as described therein.
Upon written request, but not more than annually during the term of this Engagement 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. 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 Engagement 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 Engagement 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, marked or unmarked controlled unclassified information ("CUI") subject
to the National Industrial Security Program Operating Manual ("NISPOM") or the Defense Federal
Acquisition Regulation Supplement ("DFARS"), or export controlled data subject to Export Administration
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 13
Regulations ("EAR") or International Traffic in Arms Regulations ("ITAR"). 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, as may be defined by
applicable privacy, data protection, or cybersecurity laws, that directly or indirectly identifies a natural
person and includes, but is not limited to, nonpublic, personally identifiable information such as Social
Security numbers, Social Insurance numbers, driver's license numbers or government-issued
identification card numbers, and health information.
Each party agrees to transmit Personal Information consistent with applicable laws and any other
obligations the respective party may have. We are permitted to use all such Personal Information to
perform our obligations and exercise our rights under this Engagement Letter.
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 and the California
Privacy Rights Act, including as amended or replaced, and the associated regulations ("CCPA"), we (i)
will not Sell or Share (as those terms are defined by the CCPA) any Personal Information received from
the County; (ii) will not retain, use, or 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 Engagement Letter, including to provide Personal Information to advisers or sub-contractors to
maintain or provide the services provided under this Engagement Letter, or to the extent such disclosure
is required by law. At your written request, and at your cost, we shall reasonably assist you in addressing
your obligations under the CCPA with regard to privacy rights requests related to your Personal
Information held by us, directly resulting from our business relationship with you. We reserve the right to
decline such a request where, as determined in our sole discretion, the request for our assistance could
violate or impair a Consumer's (as that term is defined by the CCPA) rights under the CCPA or another
applicable law, regulation, or professional or ethical standard. 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.
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 14
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 Engagement 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 Engagement 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 Engagement 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.
You may terminate this Engagement Letter for any reason upon fifteen (15) days' prior written notice to
us. In the event you terminate this engagement, you will pay us for all services rendered (including
deliverables and products delivered), expenses incurred, and noncancelable commitments made by us
on your behalf through the effective date of termination.
Either party may terminate this Engagement Letter upon written notice if: (i) circumstances arise that in its
judgment would cause its continued performance to result in a violation of law, a regulatory requirement,
applicable professional or ethical standards, or, in the case of RSM, our client acceptance or retention
standards; or(ii) if the other party is placed on a Sanctioned List (as defined herein), or if any director or
executive of, or other person closely associated with such other party or its affiliate, is placed on a
Sanctioned List.
We will not be responsible for any delay or failure in our performance resulting from acts beyond our
reasonable control or unforeseen or unexpected circumstances, such as, but not limited to, acts of God,
government or war, riots or strikes, disasters, fires, floods, epidemics, pandemics or outbreaks of
communicable disease, cyberattacks, and internet or other system or network outages. At your option,
you may terminate this Engagement Letter where our services are delayed more than 120 days; however,
you are not excused from paying us for all amounts owed for services rendered and deliverables provided
prior to the termination of this Engagement Letter.
When an engagement has been suspended at the request of management 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 Engagement 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 Engagement Letter. Accordingly, the scope, timing and fee
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 15
arrangement discussed in this Engagement Letter will no longer apply. In order for us to recommence
work, the execution of a new Engagement Letter will be required.
The parties agree that those provisions of this engagement 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 Engagement Letter.
Miscellaneous
Subject to the terms of our contract for services, 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 Engagement Letter, the County acknowledges and
consents that we also may utilize Confidential Information and Personal Information to (i) improve the
quality of our services and offerings and/or(ii) develop or perform internal data analysis or other insight
generation. Information developed in connection with these purposes may be used by us to provide
services or offerings. We will not use your 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.
Each party hereto affirms it has not been placed on a Sanctioned List (as defined below) and will promptly
notify the other party upon becoming aware that it has been placed on a Sanctioned List at any time
throughout the duration of this Engagement Letter. The County shall not, and shall not permit third parties
to, access or use any of the deliverables provided for hereunder, or Third-Party Products provided
hereunder, in violation of any applicable sanctions laws or regulations, including, but not limited to,
accessing or using the deliverables provided for hereunder or any Third-Party Products from any territory
under embargo by the United States. The County shall not knowingly cause RSM to violate any sanctions
applicable to RSM. As used herein "Sanctioned List" means any sanctioned person or entity lists
promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S.
State Department, the Consolidated Canadian Autonomous Sanctions List, the United Nations Security
Council, the European Union, and United Kingdom.
Any term of this Engagement Letter that would be prohibited by or impair our independence under
applicable law or regulation shall not apply, to the extent necessary only to avoid such prohibition or
impairment.
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 16
Notices
Unless otherwise expressly agreed upon by the parties in this Engagement Letter, all notices required to
be given hereunder will be in writing and addressed to the party at the business address provided in this
Engagement Letter, or such other address as such party may indicate by a notice delivered to the other
party. A copy of any legal notice (e.g., any claimed breach or termination of this Engagement Letter) sent
by the County to RSM shall also be sent to the following address: Office of the General Counsel, RSM US
LLP, 200 South Wacker Drive, Suite 3900, Chicago, IL 60606. Except as otherwise expressly provided in
this Engagement Letter, notices hereunder will be deemed given and effective: (i) if personally delivered,
upon delivery; (ii) if sent by registered or certified mail or by overnight courier service with tracking
capabilities, upon receipt; and, (iii) if sent by electronic mail (without indication of delivery failure), at such
time as the party that sent the notice receives confirmation of receipt, whether by read-receipt
confirmation or otherwise.
Governing Law
This Engagement Letter, including, without limitation, its validity, interpretation, construction, and
enforceability, and any dispute, litigation, suit, action, claim, or other legal proceeding arising out of, from,
or relating in any way to this Engagement Letter, any provisions herein, a report issued or the services
provided hereunder, will be governed and construed in accordance with the laws of the State of Florida,
without regard to its conflict of law principles, and applicable U.S. federal law.
Entire Agreement
This Engagement 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 Engagement Letter.
If any term or provision of this Engagement 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 Engagement Letter may be amended or modified only by a written instrument executed by both
parties.
Electronic Signatures and Counterparts
Each party hereto agrees that any electronic signature of a party to this Engagement 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
Engagement 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.
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 17
Please sign and return a copy of this Engagement Letter to indicate your acknowledgment of, and
agreement with, the arrangements for our engagement, 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 represent 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
Confirmed on behalf of Monroe County, Florida:
1-2 o.2--7
County a'yo , Craig Cates Date
Clerk of Circuit Court & Comptroller, Kevin Madok Date
Finance Direal'br, Pair aclloff Date
Board of County Commissioners
Monroe County, Florida
September 27, 2023
Page 18
FORWS
-910 E.S1. Louis Sireet,Sudle 200 1 Srxinglield.iMO 65806
IP 417.865 8701 t F 417 865.0682
Repo�rt oni, the Finn's, Sy stern oaf Quality Control
Decerrilber 5, 2G22
To the Partnars Of R SP0 US LLF"an,d the Nation al Peer Revie,.vCoirnmiIkee,.
VVe have reviewed the systern of qualft-yocrYtral for the aCCOILinling aired sud',ftft praicdice of RS M US LLP
(the frrn� appli,cable to, angageniants not SLJIbSeot: to PCAO,B permanent i1irspeotion in effect for the year
ended Apn#1 3,0, 2022. Our 1peer reoem, vuas concluded in acr-ordance Peth the Standards for Performng
and Relpartingon Peer Reviews estab"lished by the Peer Review Board ofdve
Public Ac0G`,LJIntaIIt.S (Standairds),.
A suminfiary of the nature,objectives, scope.Wirrillatbiris of,and the procedures performed in a sysbeim,review
as described u n the•Standards inn-ay be found St'ANVIAV.2,iclas.a—LiLarsumn-uarw, The.S Lhim,mary also our akAdes an
explainsixon of how engageriieints idleirtffiled as not Ipweirforr aid or reported on in conformity With appficalble
professional staindards, if any. are evaluated Iby a peer reviewer to detemi,Jre a peer review rating.
Firm'-s Res�poirpsibffity
The firm is responsible for designing end complying wwaiti a system of quz0ity ccintrol to provide the,flirm,,vith
reasonable SISSUIraIr De. of peirforimmg and reporting in confoirmity wthi the requirernents of apphzable
professron-M staindards in all immaterial respects. The fimi [s also, responsible for evaluating actions. to
promp4ly rerrediate engages rents deerned as not perfornned or reported on in confarn-01y 'with, the
requkements of applior-alble piroffessiOlnSl StHrdaTdS.Wher 81pprWriate,,and far rernediating vveakriesse,5 rin
fts syv.emof quality controF, if any.
Peer Reviewer's, Responsibility
CD,.ir re,spansibility is ly,)express an opinion on the design of and cornjpaliance wraith thsfimn,"s s,ysternof qu ality
controll lbased on ouir revirevi.
Requio,ed Selections and Considvmrations
Engagements selected for r--v'ueW inClLided e�ngaqiemeryts performed under Governn?'EM Au'Jeffng
Standarda,including comphance audits asrn der tha Single-Aludd.AM-11-1 aLlditS oferriplayee,Ibernefit plans;audits
performed under FE"CIA� and examins.,fion s of serAce. organizations (-50C 111 and SD G 2*eingaganlent's�.
As a part.of our pear revieva, we, con side-red renews by reju latory entities as commUnicated by the fimn, if
appWlcallpie, in dertenrrrnirikng time InStUre and extent Of GUir prooedure.s.
at pphl'iarl
lie OUIr opiinion., the s,y-stent of quality' vointr&li for the accour-ting and auditing practice of RSIVI US LIILP'
appkcalble to engagements not subject to PCA0B perinainent insjldectaon un effect for the, year 'eirded
April 30, 2,)22,Ihas beein suitably desiigined and compiled with to 1prarvidle zllme firm wfth reasonable assu raince,
of performing and repoirtng in Doirfoirmiby vvith applicable profess4on-91 standards in all material, respects.
Firms ran reoelve a rating of pazs, pazz "h deficiencyfiec), or Faik RSM US LLR' Ihas rscewved a beer
revie,ov,rating of p-az-2.
I's FOKV ,LL�P
FCIRVIS. L.LP
........................................ .......... R Mid"r