FY2024 Engagement Letter IRSM
RSM USULP
July 22, 2U24
201 E. LasD|aa Mvd., Sude250D
Fort Laudemdmle. FL333O1
Board of County Commissioners T+195440283OO
Monroe County, Florida F+1 0544624607
111112mStreet
mmvw.namua.00M
Key West, FL33040
Attention: Board pf 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"). This letter is to explain our understanding of the arrangements for the services RSM US LLP
(^FlQyN^. ^wo^. ^uo^. or^our") isto perform for Monroe County, Florida(the^County^. ^you^or^your") osof
and for the year ending September 30, 2024. We ask that you confirm this understanding.
The Objective and Scope mYthe Audit mfthe Financial Statements
You have requested RSM, audit the County governmental activities, business-type activities, aggregate
discretely presented component units, each major fund and aggregate remaining fund information as of
and for the year ending September 30, 2024,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 30, 2023 audit report.
We will also perform an audit of the following financial statements to be issued by the County as of
September 30. 2024:
° Each County Constitutional Officer and the Board of County Commissioners
° The following enterprise fund: Key West Airport
° The following discrete component unit: Comprehensive Plan Land Authority
The 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 level of assurance but is not absolute
assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards
generally accepted in the United States of America("GAAS")and Government Auditing Standards issued
by the Comptroller General mfthe United States (^GAS^)will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if there/oasubstantial
likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable
user based on the financial statements. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override ofcontrols.
You have also requested that RSM perform the audit of the County as of September 30, 2024 to satisfy the
audit requirements imposed by the Single Audit Act and Subpart Fof Title 2U.S. Code ofFederal
Regulations (^CFR^) Part 2UD. Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards("Uniform Guidance") and Chapter 10.550, Rules of the Florida Auditor
General.
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Monroe County, Florida
July 22, 2024
Page 2
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. Those standards, regulations, supplement
and guide require that we comply with applicable ethical requirements.As part of an audit in accordance
with GAAS, GAS, and the Uniform Guidance,we exercise professional judgment and maintain
professional skepticism throughout the audit. We will also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, based on an understanding of the entity and its environment,the applicable financial reporting
framework, and the entity's system of internal control, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion.
• Consider the County's system of internal control in order to design audit procedures that are
appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness
of the County's internal control. However,we will communicate to you in writing concerning any
significant deficiencies or material weaknesses in internal control relevant to the audit of the financial
statements that we have identified during the audit.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluate the overall presentation of the
financial statements, including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
• Conclude, based on the audit evidence obtained,whether there are conditions or events, considered
in the aggregate, that raise substantial doubt about the County's ability to continue as a going concern
for a reasonable period of time.
Because of the inherent limitations of an audit, together with the inherent limitations of controls, an
unavoidable risk that some material misstatements may not be detected exists, even though the audit is
properly planned and performed in accordance with GAAS and GAS. Because the determination of waste
or abuse is subjective, GAS does not require auditors to perform specific procedures to detect waste or
abuse in financial statement audits.
We will also communicate to the Board of County Commissioners (a)any fraud involving senior
management and fraud (whether caused by senior management or other employees)that causes a
material misstatement of the financial statements that becomes known to us during the audit and (b) any
instances of noncompliance with laws and regulations that we become aware of during the audit(unless
they are clearly inconsequential).
We are responsible for the compliance audit of major federal programs and major state projects under the
Uniform Guidance and the Florida Single Audit Act, including the determination of major programs and
major state projects,the consideration of internal control over compliance, and reporting responsibilities.
Monroe County, Florida
July 22, 2024
Page 3
Our reports 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 controls
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 reports 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.
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, customers, regulators,
vendors or others.
Management is also 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. Management is also responsible for the
preparation of the supplementary information presented in relation to the financial statements as a whole in
accordance with U.S. GAAP. Management agrees to include the auditor's report on the supplementary
information in any document that contains the supplementary information and will indicate that the auditor
has reported on such supplementary information. Management also agrees to present the supplementary
information with the audited financial statements or, if the supplementary information will not be presented
with audited financial statements,to make the audited financial statements readily available to the
intended users of the supplementary information no later than the date of issuance of the supplementary
information and the auditor's report thereon.
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.
Monroe County, Florida
July 22, 2024
Page 4
Our audit will be conducted on the basis that management and,when appropriate,those charged with
governance acknowledge and understand that they have responsibility:
1. For the preparation and fair presentation of the financial statements in accordance with U.S. GAAP;
2. To evaluate subsequent events through the date the financial statements are issued. Management
also agrees that it will not conclude on subsequent events earlier than the date of the management
representation letter referred to below;
3. For the design, implementation and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to fraud or
error;
4. For report distribution; and
5. To provide us with:
a. Access to all information of which management is aware that is relevant to the preparation and fair
presentation of the financial statements, including information relevant to disclosures;
b. Draft financial statements, including information relevant to their preparation and fair presentation,
when needed, to allow for the completion of the audit in accordance with the proposed timeline;
c. Additional information that we may request from management for the purpose of the audit; and
d. Unrestricted access to persons within the entity from whom we determine it necessary to obtain
audit evidence.
As part of our audit process, we will request from management and, when appropriate, those charged with
governance written confirmation concerning representations made to us in connection with the audit,
including among other items:
1. That management has fulfilled its responsibilities as set out in the terms of this 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
and state financial assistance; (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.
Monroe County, Florida
July 22, 2024
Page 5
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, 2024;
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;
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, Sheriff, Supervisor of Elections, Comprehensive Plan
Land Authority and Key West International Airport.
7. Report on Monroe County, Florida Statement of County Funded Court-Related Functions, Section
29.0085 Florida Statutes. Examoination 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 Associaiton'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.
Monroe County, Florida
July 22, 2024
Page 6
Examination of Compliance with Florida Statues
You have requested RSM examine the County's compliance with 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 (the Specified Requirements) during the year ended
September 30, 2024.
Engagement Services
We will examine the County's compliance with the Specified Requirements in accordance with attestation
standards established by the AICPA and in relation to the criteria included in the compliance requirement
(the Criteria).
At the conclusion of our engagement,we will issue a written report of our examination of compliance with
the Specified Requirements in relation to stated or established Criteria. Our report will be addressed to the
Board of County Commissioners. 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 engagement.
The attestation standards require that we perform our examination engagement only if we have reason to
believe that the compliance with the Specified Requirements is capable of consistent measurement or
evaluation against criteria that are suitable and available to users. If circumstances arise relating to the
condition of the County's records, the availability of appropriate evidence or indications of a significant risk
of material misstatement of compliance with the Specified Requirements because of error, fraudulent
financial reporting or misappropriation of assets that, in our professional judgment, prevent us from
completing the engagement or forming an opinion, we retain the unilateral right to take any course of
action permitted by professional standards, including declining to express an opinion or issue a report, or
withdrawing from the engagement.
Because of the inherent limitations of an examination engagement,together with the inherent limitations of
controls, an unavoidable risk exists that some material misstatements may not be detected, even though
the examination is properly planned and performed in accordance with the attestation standards.
The services that we will perform are not designed and cannot be relied upon to disclose errors,fraud or
illegal acts, should any exist. However, we will inform the appropriate level of management and the Board
of County Commissioners of any material errors that come to our attention and any fraud or illegal acts that
come to our attention, unless they are clearly inconsequential.
Furthermore, the services were not designed to provide assurance on the effectiveness of internal control.
However, we will communicate to management and the Board of County Commissioners any deficiencies
in internal control that become known to us during the course of the engagement.
We will maintain our independence in accordance with the standards of the AICPA and GAS.
Monroe County, Florida
July 22, 2024
Page 7
Management's Responsibilities
Management and 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 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 books and records. The County will determine that all such data, if necessary,will
be so reflected.Accordingly, the County will not expect us to maintain copies of such records in our
possession.
The assistance to be supplied by County personnel, including the preparation of schedules and analyses
of accounts, has been discussed and coordinated with Pam Radloff, Finance Director of the Clerk of the
Circuit Court & Comptroller's Office and representatives of Finance from the various Constitutional
Officer's. The timely and accurate completion of this work is an essential condition to our completion of the
audit and issuance of our audit report.
Monroe County, Florida
July 22, 2024
Page 8
Nonaudit Services
In connection with our audit, you have requested us to perform the nonaudit service of.
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 for required for submission to the Federal it Clearinghouse for the
County's Single Audit in accordance with the Uniform Guidance.
The 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 nonaudit 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 nonaudit services provided.A critical component
of our determination is consideration of management's ability toeffectively oversee the nonaudit service to
be performed. The County has agreed that Pam Radloff, Finance Director of the Clerk of the Circuit Court
&Comptroller's Office possesses suitable skill, knowledge or experience and that the individual
understands the nonaudit service to be performed and described above sufficiently to oversee it.
Accordingly,the management of Monroe County, Florida agrees to the following:
1. Monroe County, Florida has designated Pam Radloff, Finance Director of the Clerk of the Circuit Court
&Comptroller's Office, as a senior member of management who possesses suitable skill, knowledge
and experience to oversee the service;
2. Pam Radloff, Finance Director of the Clerk of the Circuit Court& Comptroller's Office will assume all
management responsibilities for subject matter and scope of the service listed above;
3. The County will evaluate the adequacy and results of the service performed; and
4. The County accepts responsibility for the results and ultimate use of the service.
GAS further requires that we establish an understanding with the County's management and those
charged with governance of the objectives of the nonaudit service,the service to be performed, the
County's acceptance of its responsibilities, the auditor's responsibilities and any limitations of the nonaudit
service. 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.
Monroe County, Florida
July 22, 2024
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 3.4 percent over the last 12 months to an index level of 306.746 (1982-84=100). Our
fees for the services described above are based upon the value of the services performed and the time
required by the individuals assigned to the engagement plus directly billed expenses, including report
processing, travel, meals, and fees for services from other professionals, as well as a charge of 5% of fees
for all other expenses, including indirect administrative expenses such as technology, research and library
databases, communications, photocopying, postage and clerical assistance. Our 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. Payment is due upon invoice delivery.
The payment schedule for the aforementioned services is as follows:
First progress billing October 1, 2024 $120,076
Second progress billing January 6, 2025 120,076
Third progress billing March 3, 2025 120,076
Total $360,228
Invoices for our services pursuant to this Engagement Letter will be sent to pradloff@monroe-clerk.com.
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 and Personal Information (as such terms
are 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 RSM International (each an"RSM International Member Firm")to
provide services to you outside of the United States. Those third-party service providers, affiliates of RSM,
and RSM International Member 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
and Personal 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 Member
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.
Monroe County, Florida
July 22, 2024
Page 10
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 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.
Monroe County, Florida
July 22, 2024
Page 11
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
staffs, and the U.S. Government Accountability Office shall have access to the Documentation upon their
request and that we shall maintain the 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 Documentation will be provided under the supervision of RSM personnel and at a location
designated by our firm.
Indemnification, Limitation of Liability,and Claim Resolution
Because RSM will rely on the County and its management and Board of County Commissioners to
discharge the foregoing responsibilities, the County agrees to indemnify, hold harmless and release RSM
and its partners, principals, officers, directors, employees, affiliates, subsidiaries, contractors,
Subcontractors, agents, representatives, successors, or assigns from all 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.
Monroe County, Florida
July 22, 2024
Page 12
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. Without limiting the generality of the foregoing, the County acknowledges and agrees
that Audit Documentation constitutes Confidential Information of RSM.
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.
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 http� irsu a /rs�r-t �vi �
p,d,cy,„mll t'ryil'. 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.
Monroe County, Florida
July 22, 2024
Page 13
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 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.
Monroe County, Florida
July 22, 2024
Page 14
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.
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.
Either party hereto may terminate this Engagement Letter for any reason upon fifteen (15) days' prior
written notice to the other party. 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.
Monroe County, Florida
July 22, 2024
Page 15
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; provided,
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
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
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].
Monroe County, Florida
July 22, 2024
Page 16
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 the 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.
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.
Monroe County, Florida
July 22, 2024
Page 17
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.
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.
AREED TO AND ACKNOWLEDGED BY:.
RSM US LLP
Brett Friedman, Partner
Confirmed on behalf of Monroe County, Florida:
_. . ...................
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Clerk of Circuit � .._....._ . ... � ......w
Court&Comptroller, Kevin Madok, Kevin Madok Date
Digitally Pam Ra d l01 1 signed Pam Radbff �a
Date:
202408.06 093750
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Finance Director, Pam Radloff, Pam Radloff
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Date
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(County Ma or, „ I Merri aschein ��� � P � Date