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Item D35 D35 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting April 17, 2024 Agenda Item Number: D35 2023-2385 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Christine Limbert No AGENDA ITEM WORDING: Approval of Amendment 2 to Agreement with Cherry Bekaert Advisory LLC for Professional Services for Forensic Auditing to add additional compensation in an amount not to exceed $75,000 and to extend the audit completion date to April 30, 2024. ITEM BACKGROUND: The Monroe County Board of County Commissioners (BOCC) at their November 8th, 2023 meeting authorized the County Administrator to executed an Agreement with Cherry Bekaert Advisory LLC ("Cherry Bekaert")for Forensic Auditing Services. On November 9th, 2023, the parties executed a contract for Professional Services for Forensic Auditing. The Agreement is attached. On November 16th, 2023, the Tourist Development Council(TDC) approved hiring Cherry Bekaert to provide a Risk Assessment of the TDC as set forth in more detail in the Scope of Work-Attachment A of Amendment to Agreement. The County entered into Amendment 1 to the Agreement for Cherry Bekaert to perform a risk assessment of the TDC. This Amendment 2 to the agreement revises the Agreement to add additional compensation in an amount not to exceed $75,000.00 for services and to extend the audit completion date to April 30, 2024. Additional compensation and time is sought from the consultant in order to process additional information obtained through additional on-site interviews and completion of work related to that information. 2324 PREVIOUS RELEVANT BOCC ACTION: The Board authorized the County Administrator to execute an Agreement with Cherry Bekaert on November 8, 2023 for forensic auditing services. The Board approved Amendment I to the Agreement to add Risk Assessment Services on December 13, 2024. INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: Amended Agreement to add additional compensation not to exceed $75,000 and extend date of completion of the audit to April 30, 2024. STAFF RECOMMENDATION: Approval. DOCUMENTATION: COI Cherry Bekaert.pdf AGREEMENT FOR PROFESSIONAL SERVICES Cherry Bekaert Advisory LLC Clean Version_CB Signed-signed Fully Executed.pdf CB Amendment I fully executed.pdf Amendment 2 to Agreement with Cherry Bekaert signed.pdf FINANCIAL IMPACT: The Services will be paid from the TDC Administrative Services Line Item. 2325 AC . CERTIFICATE OF LIABILITY INSURANCE 10/31/2023'") 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 1-847-385-6800 CONTACT Cathy Kuehl Edgewood Partners Insurance Center PHONE FAX Lemme, a division of EPIC A/C No Ext: 847-385-6800 (A/C,No): E-MAIL PSGCerts@lemme.com 111 West Campbell ADDRESS: 4th Floor INSURER(S)AFFORDING COVERAGE NAIC# Arlington Heights, IL 60005 INSURERA: Arch Insurance (UK) Limited and Various INSURED INSURER B: Cherry Bekaert Advisory LLC INSURER Cherry Bekaert LLP : 3800 Glenwood Avenue INSURERD: INSURER E: Raleigh, NC 27612 INSURERF: COVERAGES CERTIFICATE NUMBER: 69983121 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 INSD WVD POLICY NUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ OCCUR DAMAGE S( RENTED CLAIMS-MADE PREMISES Ea occurrence) ccurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLALIAB �' EACH OCCURRENCE $ CLAIMS-MADE " , OCCUR AEXCESS LAB �^�+� AGGREGATE $ DED RETENTION$ 77T� $ WORKERS COMPENSATION g 11 13.23 PER OTH- AND EMPLOYERS'LIABILITY _ �m STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE Y� w E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A WAMM (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability FN2313454 10/30/23 10/30/24 Each Claim 3,000,000 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County, Florida BOCC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street AUTHORIZED REPRESENTATIVE pp'' Key West, FL 33040I f r )( f USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2326 Lesley.Delahanty@lemme.com LEM 69983121 Agreement for Professional Services for Forensic Auditing This Agreement ("Agreement") made and entered into this 9th day of November 2023 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), and Cherry Bekaert Advisory LLC, a limited liability company authorized to do business within the State of Florida("CONTRACTOR") (collectively, the "Parties'). WITNESSETH: WHEREAS, the COUNTY is in need of a firm to provide professional services for the forensic auditing as set forth in more detail in Attachment A Scope of Services ("Project"); and WHEREAS, due to the professional nature of the services the BOCC hereby exercises its option to waive competitive solicitation procedures and/or request for price quotes; and WHEREAS, CONTRACTOR has represented that it has the requisite skills, expertise and manpower to provide the required services; and NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: Article I 1.1 REPRESENTATIONS By executing this Agreement, CONTRACTOR makes the following express representations to the COUNTY: 1.1.1 The CONTRACTOR shall maintain all necessary licenses,permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied; 1.1.2 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR agrees that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information; 1.1.3 The CONTRACTOR assumes full responsibility to the extent allowed bylaw with regards to his performance and those directly under his employ. Page 1 of 20 2327 1.1.4 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.1.5 At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.1.6 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color,national origin, sex,age, or any other characteristic or aspect which is not j ob related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. 1.2 Contract Documents. This Agreement shall consist of this contract, including any and all attachments or exhibits. In the event of any conflict between any of the Contract documents, this Agreement will control or alternatively the one imposing the greater burden on the CONTRACTOR will control. ARTICLE II SCOPE OF BASIC SERVICES 2.1 SCOPE OF SERVICES The CONTRACTOR'S Scope of Basic Services consist of those described in Attachment A to this Agreement. By executing this Agreement, the CONTRACTOR acknowledges that it has thoroughly reviewed the documents incorporated in this Agreement and that it accepts the scope of services to be performed and the conditions under which the work shall be performed. Page 2 of 20 2328 2.2 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES The CONTRACTOR shall,without additional compensation,promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONTRACTOR or its subcontractors or both. 2.3 NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered, emailed, or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: Roman Gastesi, County Administrator Monroe County Administrator's Office 1100 Simonton St., Suite 2-205 Key West, FL 33030 With a copy to: Monroe County Attorney's Office 1111 12th St. Suite 408 Key West, FL 33040 For the CONTRACTOR: Denise Lippuner Managing Director Cherry Bekaert Advisory LLC 1850 Towers Crescent Plaza, Suite 200 Tysons Corner, VA 22182 Denise.lippuner@cbh.com ARTICLE III ADDITIONAL SERVICES 3.1 Additional services are those services not included in the Scope of Services. Should the COUNTY require additional services they shall be paid for by the COUNTY at pricing, rates or fees as negotiated and only as set forth in 7.1. 3.2 If Additional Services are required, the COUNTY shall issue a letter describing the requested services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal to provide the requested services. Only after receiving an executed agreement for the Additional Services, shall the CONTRACTOR proceed with the Additional Services. Page 3 of 20 2329 ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide complete and accurate information and cooperation regarding requirements for the Project. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 Prompt written notice shall be given by the COUNTY and the CONTRACTOR's representative if either become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.3. 4.4 The COUNTY shall furnish required information and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services. 4.5 The COUNTY's review of any information or documents prepared by the CONTRACTOR or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the COUNTY's criteria for the Project. No review of such information or documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 The CONTRACTOR covenants and agrees to indemnify and hold harmless COUNTY/Monroe County and Monroe County Board of County Commissioners, its officers and employees from liabilities,damages,losses and costs,including but not limited to, reasonable attorneys' fees, to the extent caused by the gross negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR,subcontractor(s)and other persons employed or utilized by the CONTRACTOR in the performance of the contract. The maximum aggregate liability of CONTRACTOR with respect to this paragraph shall not exceed the sum of one million dollars ($1,000,000.00). 5.2 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 5.3 In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required Page 4 of 20 2330 insurance, the CONTRACTOR shall indemnify COUNTY from any and all increased expenses resulting from such delays. 5.4 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. ARTICLE VII COMPENSATION and TERM 7.1 The COUNTY shall pay the CONTRACTOR based on the following hourly rates for forensic accounting services: Standard Hourly Staff Level Rates Partner/Managing Director $425 - $495 Senior Manager $300 Manager $275 Senior $250 Staff Level $185 The Estimated range for this work is $75k to $300k depending on what is uncovered. Should travel be required, the County Administrator's and Clerk's approval will be obtained prior to incurring any travel costs and travel costs will be billed using established government rates. 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONTRACTOR shall be paid on a monthly basis. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. 7.2.2 As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit a proper invoice to COUNTY requesting payment for services properly rendered. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Clerk based on generally accepted account principles and such laws,rules and regulations as may govern the Clerk's disbursal of funds. Page 5 of 20 2331 7.3 BUDGET AND REIMBURSEABLE EXPENSES 7.3.1 The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount stated for this contract. 7.3.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 7.3.3 It is anticipated that no reimbursable expenses will be incurred by the CONTRACTOR. Expenses will only be reimbursed if authorized by the County in writing in advance and to the extent and in the amount authorized by Section 112.061, Florida Statutes and the Monroe County Code of Ordinances. 7.4 TERM OF AGREEMENT The Term of the Agreement is for a period of up to one (1)year from the date of execution by both the COUNTY and the CONTRACTOR. Project initiation will begin within one week of the signed agreement. Anticipated completion is within 112 days from the date of commencement. However, the COUNTY recognizes that this timeframe is dependent upon the timeliness of the requested information furnished by the COUNTY. Any extension of the Term of this Agreement must be in writing and signed by both the COUNTY and CONTRACTOR. ARTICLE VIII INSURANCE 8.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses resulting from such delay. Page 6 of 20 2332 Coverage NVIinimum Limits Form # Workers' Compensation Statutory WC1 Employers Liability $200,000/$500,000/$100,000 Commercial general $300,000 Combined Single Limit GL1 Liability $200,000/person;$300,000/occurrence Vehicle Liability $200,000 Property Damage VL2 O $300,000 Combined Single Limit Professional Liability $300,000/$500,000 PRO1 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of A or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONTRACTOR shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440 (See Form WC I). B. General Liability Insurance, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONTRACTOR or any of its employees, agents or subcontractors or subcontractors, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with $300,000 Limits (See Form GL1). An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. C. Professional Liability Insurance of$300,000 limits. If the policy is a "claims made" policy, CONTRACTOR shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes (See Form PRO3). Page 7 of 20 2333 D. COUNTY shall be named as an additional insured. E. CONTRACTOR shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of CONTRACTOR if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of insurance for subcontractors. F. CONTRACTOR shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. G. If the CONTRACTOR participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the COUNTY. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONTRACTOR, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other parry. 9.3 NO THIRD-PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third parry. Page 8 of 20 2334 9.4 TERMINATION A. In the event the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other parry sixty (60) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms,the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with five (5) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination,unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days' notice to CONTRACTOR. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the sum due to the CONTRACTOR exceeds the amount listed in paragraph 7.1. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition,the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. E. For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. F. For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5),Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies Page 9 of 20 2335 with Activities in the Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of(1)terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 9.5 PUBLIC ENTITIES CRIMES 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 CONTRACTOR 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, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR 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 CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor is formally charged with an act defined as a"public entity crime" or has been placed on the convicted vendor list. 9.6 MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the final payment or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the final payment or termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to Page 10 of 20 2336 CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR,the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9.9 GOVERNING LAW,VENUE, INTERPRETATION, COSTS,AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONTRACTOR agree that venue shall lie in the 161h Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.10 SEVERABILITY If any term, covenant, condition or provision of this Agreement(or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.11 ATTORNEY'S FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 9.12 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. Page 11 of 20 2337 9.13 AUTHORITY Each parry represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 9.14 CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that affect the Project will be provided to each parry. 9.15 ADJUDICATION OF DISPUTES OR DISAGREEMENTS AND WAIVER OF TRIAL BY JURY COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties,then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of paragraph 9.4 concerning termination or cancellation. EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT. 9.16 COOPERATION In the event any administrative or legal proceeding is instituted against either parry relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other parry and at the other party's sole expense, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.17 NONDISCRIMINATION CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any parry, effective the date of the court order. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable,relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits Page 12 of 20 2338 discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972,as amended(20 USC ss. 1681-1683,and 1685-1686),which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended(20 USC s. 794),which prohibits discrimination on the basis of handicaps;4)The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970(PL 91-616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIH of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14,Article H,which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 9.18 COVENANT OF NO INTEREST CONTRACTOR 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. 9.19 CODE OF ETHICS COUNTY agrees 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. In accordance with Section 5 (b) Monroe County Ordinance No. 010-1990, CONTRACTOR warrants that he/it had not employed, retained or otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the County may, in its discretion,terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." Page 13 of 20 2339 9.20 NO SOLICITATION/PAYMENT The CONTRACTOR 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 CONTRACTOR 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. 9.21 PUBLIC ACCESS. Public Records Compliance. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and CONTRACTOR in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONTRACTOR 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 contract term and following completion of the contract if the CONTRACTOR does not transfer the records to the County. Page 14 of 20 2340 (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the CONTRACTOR or keep and maintain public records that would be required by the County to perform the service. If the CONTRACTOR transfers all public records to the County upon completion of the contract,the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR 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 CONTRACTOR of the request, and the CONTRACTOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the CONTRACTOR does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . A CONTRACTOR who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. The CONTRACTOR 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- 29E-3470 BRADLEY-BRIAN(&,MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 9.22 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. Page 15 of 20 2341 9.23 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents,volunteers,or employees outside the territorial limits of the COUNTY. 9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 9.25 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. Page 16 of 20 2342 9.27 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.28 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.29 E-VERIFY SYSTEM Beginning January 1, 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095. 9.30 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perfonu, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse perfonuance by Contractor under this Section. Contractor shall give County written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full Page 17 of 20 2343 performance cinder this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost extension for such reasonable time as the Owners Representative may determine. 9.31 Limitation of Liability. (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD-PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. (B) IN NO EVENT SHALL THE AGGREGATE CUMULATIVE LIABILITY OF CONTRACTOR HEREUNDER,WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO CONTRACTOR UNDER THIS AGREEMENT. THE COUNTY ACKNOWLEDGES THAT THE FEES PAID BY IT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT CONTRACTOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY. 9.32 Production of Information/Witness Cost. In the event CONTRACTOR is requested or authorized by the County to produce information or Contractor's personnel as witnesses with regard to the services performed for the County, the County will, so long as (i) CONTRACTOR is not a party to the proceeding in which the information is sought, or(2) CONTRACTOR is not alleged to have been negligent, reimburse CONTRACTOR for its professional time and expense; incurred in responding to such a request. IN WITNESS WHEREOF, each parry has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. CONTRACTOR COUNTY Cherry Bekaert Advisory LLC Monroe County BOCC a° m By: By: .. Roman Gastesi, County Administrator Denise Lippuner Name MONROE COUNTY ATTORNEY N ��7wR vt:a A;,ro��sR mdl Page 18 of 20 SSTUIS N CONYATTORNEY DATE 2344 Managing Director Title END OF AGREEMENT Page 19 of 20 2345 Attachment A- Scope of Services Objective: ► Review financial transactions of the Monroe County Tourist Development Council (TDC) to identify and quantify improper expenditures and provide recommendations on improving internal controls. Procedures: ► Review and confirm relevant laws, rules, regulations,policies and procedures. ► Interview whistleblowers, employees with knowledge of suspicious transactions, and others with relevant knowledge who would maintain confidentiality. ► Request, study and analyze: ► Electronic and Paper Records Pertaining to Any Specific Allegations ► Bank Account Statements, Deposits, Cancelled Checks ► Vendor Contracts ► Report Findings and Recommendations. Page 20 of 20 2346 �°�fc° Kevin Madok,° CPA Clerk of the Circuit Court& Comptroller—Monroe County, Florida DATE: December 14, 2023 TO: Christine Limbert-Barrows, Assistant County Attto�rney FROM: Pamela G. Hancocl 'tt C. SUBJECT: December 13t'BOCC Meeting Attached is an electronic copy of the following item for your handling: D4 1'Amendment to Agreement with Cherry Bekaert Advisory LLC for Professional Services for Forensic Auditing to add Risk Assessment Services. Should you have any questions please feel free to contact me at(305) 292-3550. cc: Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 38050 Plantation Key,Florida 33070 Plantation Key,Fl," 39- 305-294-4641 305-289-6027 305-852-7145 305-852-7145 2347 AMENDMENT 1 TO AGREEMENT WITH CHERRY BEKAERT FOR PROFESSIONAL SERVICES FOR FORENSIC AUDITING TO ADD RISK ASSESSMENT SERVICES THIS AMENDMENT 1 to the Agreement for Professional Forensic Auditing Services dated November 9, 2023 is entered into this 13 H- day of December 2023, between Monroe County, hereafter the "COUNTY" and Cherry Bekaert Advisory, LLC, hereafter referred to as "Cherry Bekaert", "CONSULTANT" or "CONTRACTOR". WHEREAS, the Monroe County Board of County Commissioners (BOCC) at their November 8t", 2023 meeting authorized the County Administrator to execute an Agreement with Cherry Bekaert for Forensic Auditing Services; and WHEREAS, on November 9t", 2023, the parties executed a contract for Professional Services for Forensic Auditing (Agreement); and WHEREAS, on November 16t"7 2023, the Tourist Development Council (TDC) approved hiring Cherry Bekaert to provide a Risk Assessment of the TDC as set forth in more detail in the Scope of Work attached hereto as Attachment A; and WHEREAS, the Agreement provides under Article III- Additional Services that the Consultant may provide additional services as requested by the County; and WHEREAS, the parties seek to amend the Agreement to add Risk Assessment Services as set forth in Attachment A as an additional service; and NOW THEREFORE, in consideration of the mutual promises contained herein, the COUNTY and CONSULTANT wish to amend the Agreement as follows: 1. In Accordance with Article III, Additional Services: The parties hereby amend the Agreement to add the Scope of Work (SOW) as set forth in Attachment A as an Additional Service. The Compensation for these services shall not exceed $150,000.00. 2. In all other respects, the Agreement dated November 9, 2023, remains in full force and effect. 12.13.23 —Amendment 1 —Cherry Bekaert 1 2348 IN WITNESS WHEREOF, each party caused this Amendment to the Agreement to be executed by its duly authorized representative. Consultant Cherry Bekaert Advisory LLC Signature 10/21/2023 Date Managing Director •- 1� 23 r BOARD OF COUNTY COMMISSIONERS in Madok, Clerk OF MONROE COUNTY, FLORIDA fyr = �ouary By: By: As Deputy Clerk Mayor/Chair c C7 MONROE COUNTY A17ORNL-Y �.._I � `•— /f f APPRpYED AS TO FORA7: �� � .--r_ ty(AI1CItnOS('lesOrl-1—i'YilOd1AA CHRISTTNE LIMBERT-BARROWS ry - -- ASSISTANT COUNTY ATTORNEY �i C DATE.- 11/24/23 O C-? rr, 12.13.23—Amendment 1 —Cherry Bekaert 2 2349 Attachment A Monroe County Tourist Development Council Risk Assessment Services (IIII '1 Bekaert 069111160 (wad��aa Gt,,fhJe Fowewa rrd SCOPE OF SERVICES Cherry Bekaert Advisory LLC ("Cherry Bekaert") will perform a risk assessment of the TDC. The goal of this assessment is to help position the TDC to leverage their systems of internal control to better manage risk, enable growth and promote sustainable operations. Procedures shall include the following: • Perform a Risk Assessment of the TDC internal controls over compliance and financial risks. • Identify the High-Risk Areas and Potential Gaps and Best Practices. • Define a Road Map to close identified gaps taking into consideration risk, time and cost elements. In addition to the above procedures, we will: • Perform an assessment of the financial management needs of the organization, including staff positions that are needed to process and oversee the TDC budget and finances. • Provide ongoing advice/guidance related to the implementation of the Road Map at TDC. Project Deliverables Deliverables are specific to the activities defined above: ► A risk assessment for the TDC to include updated High-Risk Areas, Potential Gaps and Best Practices. ► Roadmap for addressing identified gaps. ► Executive level presentation summarizing observations related to our detailed risk assessment as well as our observations related to our assessment of the financial management needs of the organization. Timing&Location of Services We will work with you to define an agreed upon schedule that accommodates both the TDC and Cherry Bekaert's resource availability. We expect our services will be performed remotely. However, should we need to travel to the TDC, we will obtain your approval prior to incurring any travel costs and will bill you for travel costs using established government rates. PROFESSIONAL FEES The services in this arrangement letter are intended to be performed on a time and materials basis because the nature and extent of consulting procedures are subject to the maturity of current control practices. Rates by level for our Risk Assessment services per the Florida Department of Management Services State Term Contract 84111600-20-1 For Financial and Performance Audits are shown in the following table. e 2350 Monroe County Tourist Development Council Risk Assessment Services ialmmmlmiffim Partner/Managing Director $260 Senior Consultant $195 Consultant $142 Junior Consultant $110 These estimates are provided for budgetary purposes only. The amount billed under this agreement will not exceed $150,000 without the TDC's prior written approval. The NTE amount is based on the assumption that we will conduct up to 10 workshops/interviews as part of the risk assessment. Our fees will be billed periodically as charges are incurred and are payable in 30 days upon presentation of invoice. ASSUMPTIONS Our services and related fee estimates are based on several assumptions: ■ All data required to perform the stated procedures is assumed to be readily available. ■ TDC personnel are knowledgeable of the in-scope accounting and management processes, and all personnel are readily available and accessible to demonstrate as-is processes. ■ We will work under the direction of the TDC, the County's Office of Management and Budget and County Attorney. ■ In addition to working with the TDC, we will work with the County's Office of Management Budget and County Attorney on providing guidance related to procurement compliance and processing of invoices. ■ Procedures will not validate the accuracy of financial statements nor constitute an audit of internal controls over financial reporting. ■ TDC initiated changes to agreed upon scope, timing or schedule are provided with a minimum of two calendar weeks of advanced notice Failure to meet above assumptions may impact timing of engagement or require additional fees. 2351 21 is b g e AC . CERTIFICATE OF LIABILITY INSURANCE 10/31/2023'") 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 1-847-385-6800 CONTACT Cathy Kuehl Edgewood Partners Insurance Center PHONE FAX Lemme, a division of EPIC A/C No Ext: 847-385-6800 (A/C,No): E-MAIL PSGCerts@lemme.com 111 West Campbell ADDRESS: 4th Floor INSURER(S)AFFORDING COVERAGE NAIC# Arlington Heights, IL 60005 INSURERA: Arch Insurance (UK) Limited and Various INSURED INSURER B: Cherry Bekaert Advisory LLC INSURER Cherry Bekaert LLP : 3800 Glenwood Avenue INSURERD: INSURER E: Raleigh, NC 27612 INSURERF: COVERAGES CERTIFICATE NUMBER: 69983121 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 INSD WVD POLICY NUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ OCCUR DAMAGE S( RENTED CLAIMS-MADE PREMISES Ea occurrence) ccurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLALIAB OCCUR A IK ' EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE i 9 ,� m ,,, AGGREGATE $ By- DED RETENTION$ $ WORKERS COMPENSATION 11 13DATE- .23 PER OTH- AND EMPLOYERS'LIABILITY """""""""�""� m STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE YI w E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A WAMM (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability FN2313454 10/30/23 10/30/24 Each Claim 3,000,000 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County, Florida BOCC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West, FL 33040 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2352 Lesley.Delahanty@lemme.com LEM 69983121 AMENDMENT 2 TO AGREEMENT WITH CHERRY BEKAERT FOR PROFESSIONAL SERVICES FOR FORENSIC AUDITING THIS AMENDMENT 2 to the Agreement for Professional Forensic Auditing Services dated November 9, 2023 is entered into this 17T" day of April 2024, between Monroe County, hereafter the "COUNTY" and Cherry Bekaert Advisory, LLC, hereafter referred to as "Cherry Bekaert", "CONSULTANT" or "CONTRACTOR". WHEREAS, the Monroe County Board of County Commissioners (BOCC) at their November 8t", 2023 meeting authorized the County Administrator to executed an Agreement with Cherry Bekaert for Forensic Auditing Services; and WHEREAS, on November 9t", 2023, the parties executed a contract for Professional Services for Forensic Auditing (Agreement); and WHEREAS, on November 16t"7 2023, the Tourist Development Council (TDC) approved hiring Cherry Bekaert to provide a Risk Assessment of the TDC; and WHEREAS, Amendment 1 to the Agreement to add a Risk Assessment of the TDC was approved by the BOCC at their December 13, 2023 meeting; and WHEREAS, The Consultant seeks additional compensation and additional time to complete the audit in order process additional information obtained through additional on-site interviews and completion of work related to that information; and WHEREAS, the parties seek to amend the Agreement to add additional compensation in an amount not to exceed $75,000 and to extend the completion date of the audit to April 30, 2024 as needed; and NOW THEREFORE, in consideration of the mutual promises contained herein, the COUNTY and CONSULTANT wish to amend the Agreement as follows: 1. Article VII Compensation and Term, Paragraph 7.1 shall be amended to add the following: The County shall pay the Consultant on a monthly basis an additional amount not to exceed $75,000.00 based upon hourly rates and estimated staff hours for the completion of forensic auditing services as follows: 4.17.24—Amendment 2—Cherry Bekaert 1 2353 Personnel Estimated Hours Hourly Rate Total * Partner/Managing Director 62 $425-$495 $ 29,340 Senior Manager 74 $ 300 $ 22,200 Manager - $ 275 $ - Senior 75 $ 250 $ 18,750 Staff Level 25 $ 185 $ 4,625 Estimated Total 1 236 $ 74,915 *Rounded for purposes of this Amendment 2 2. Article VII Compensation and Term, Paragraph 7.4 shall be amended to add the following: The audit completion is extended to April 30, 2024 to allow for continued services through completion of the audit. 3. In all other respects, the Agreement dated November 9, 2023, as amended remains in full force and effect. IN WITNESS WHEREOF, each party caused this Amendment to the Agreement to be executed by its duly authorized representative. Consultant Cherry Bekaert Advisory LLC Signature 4/4/2024 Date Partner Title 4.17.24—Amendment 2—Cherry Bekaert 2 2354 (SEAL) BOARD OF COUNTY COMMISSIONERS Attest- Kevin Maclok, Clerk OF MONROE COUNTY, FLORIDA By: By: As Deputy Clerk Mayor/Chairman MONROE COUNTY A17ORNEY �W 4'zaio CHRt5TINF-'6.IMBF R'Y'.BAIrR.OW5 ASS]STANTCOUNTY ATrORNEY DATE, _414/,_24............. 4.17.24—Amendment 2—Cherry Bekaert 3 2355