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HomeMy WebLinkAbout04/16/2025 Agreement GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: May 8, 2025 TO: Pam Radloff Finance Director FROM: Liz Yongue, Deputy Clerk SUBJECT: April 16, 2025 BOCC Meeting The following item has been executed and added to the record: M5 Contract for Audit Services with Purvis, Gray and Company, LLP. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 AGREEMENT FOR AUDIT SERVICES This Agreement for Audit Services is made and entered into this 16m day of April, 2025, by and between the Board of County Commissioners of Monroe County, Florida (hereinafter "County"), , and Purvis, Gray and Company, LLP, a limited liability partnership having an office located at 5001 Lakewood Ranch Blvd., Suite 101 Sarasota, FL 34240 and duly organized and authorized to do business in the State of Florida (hereinafter "Auditor"). (County and Auditor are hereinafter collectively referenced as the"Parties."). WHEREAS,the Monroe County, Florida Auditor Selection Committee, in accordance with Section 218.391, Florida Statutes, has followed the statutory procedures, including establishing factors to use for the evaluation or audit services to be provided, publicly announcing the Request for Proposals ("RFP"), providing interest firms with a request for proposal, evaluating the proposals, ranking and recommending in order no fewer than three firms in order to secure auditor services; and WHEREAS, the Auditor submitted a proposal in response to the RFP,which was reviewed and evaluated by the Audit Selection Committee, which ranked the Auditor as the top firm and deemed it most qualified to provide professional auditing services; and WHEREAS, the Audit Selection Committee presented its recommendation to the Board of County Commissioners ('BOCC") and obtained approval of the BOCC to negotiate a contract with the Auditor; and WHEREAS, terms satisfactory to both Parties have been negotiated pursuant to said statute; NOW THEREFORE, in consideration of the mutual promises and covenants below, the parties agree as follows: 1. CONTRACT DOCUMENTS. This Contract for Audit Services ("Agreement") shall consist of this Agreement including Attachment A- Letter of Engagement, any exhibits, attachments, and addenda to this Agreement, the RFP issued by the Audit Selection Committee and addendum to the RFP, and the proposal submitted by the Auditor in response to the RFP. In the event of any inconsistency between this Agreement and the contents of any addenda or exhibits to this Agreement(including the RFP), the terms of this Agreement shall prevail. 2. SCOPE OF SERVICES. Auditor shall conduct and provide an Annual Comprehensive Financial Report (ACFR) as required by Florida Statutes section 218.39. Such audit shall be subject to the limitations and responsibilities identified in Engagement letter, Attachment A to this Agreement. In addition, such audit shall be conducted in accordance with U.S. generally accepted auditing standards as promulgated by the American Institute of Certified Public Accountants (AICPA) Industry Audit Guide, Audits for State and Local Government Units, AICPA standards and procedures, the Florida Single Audit Act, Title 2 U.S. Code of Federal 1 Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), and, excluding review of economy and efficiency of operations and program results, standards and procedures set forth in Government Auditing Standards issued by the Comptroller General of the United States. The Auditor will also conduct the audit in accordance with any other applicable federal, state and local regulations or professional guidance not specifically listed previously as well as any additional requirements that may be adopted by these organizations in the future. This audit includes the financial records concerning the operations of the County as a whole, each Constitutional Officer, and any dependent district reported as part of the primary government (blended component unit). Audits of financial statements of discrete component units, either currently in existence or established subsequently to the beginning date of this Agreement, are excluded from this Agreement. It is possible that additional "funds" or blended component units will be established by the County during the term of this Agreement. The compensation stated in this Agreement will include the audit procedures related to such additional funds or component units unless it is agreed by the County and Auditor that they significantly and materially impact the audit. 2.1. Auditor shall provide the work plan and services as described in detail in Attachment A, hereby incorporated by reference. The Auditor,prior to commencing any fiscal year audit, will provide a detailed audit plan and proposed timeline for each of the County entities to be audited. The time-related obligations shall be conditioned upon Auditor's receipt of necessary County and Constitutional Officer data (including confirmation requests and consultant's reports) in useable form, access to knowledgeable County and Constitutional Officer personnel, and other timely cooperation by County and the Constitutional Officers. Auditor shall conduct an exit interview with each of the Constitutional Officers and dependent district executive officers prior to the issuance of final reports. 2.2. The audit fieldwork, including any analytical review, shall be completed on-site for at least one week in the offices of the County, each Constitutional Officer and the dependent district. The County's preference is for Auditors to be on-site in early December and/or during the summer months (May-August). The Airport does not prefer onsite time with the Auditors. 2.3. The financial audit reports applicable to the County and Constitutional Officers, as required by F.S. 218.39-Annual financial audit reports and Chapter 10.550- Rules of the Auditor General, shall include the following: 2.3.1. Auditor's Report on Examination of Financial Statements. This report shall include but not be limited to: 2.3.2. A statement of the scope of the audit; and 2 2.3.3. Explanatory comments (if any) concerning exceptions by Auditor as to application of either U.S. generally accepted auditing standards, U.S. generally accepted accounting principles or the consistency of application of such principles. 2.3.4. Financial Statements. Financial statements will be prepared independently by the Constitutional Officers and by the County for all entities except for the Land Authority's financial statements, which will be prepared by the Auditors. 2.3.5. Auditor's Letter of Comments and Recommendations. A letter shall be provided to County containing various comments and recommendations by the Auditor based upon review of the County's system of operations, internal controls and other findings and requirements by the Florida Auditor General. Similar letters shall be submitted to each of the County Constitutional Officers and dependent district. 2.3.6. Other Reports. Reports shall include reports required by Government Auditing Standards; and Federal and State Agencies. If applicable, reports issued pursuant to the Federal and State of Florida Single Audit Acts shall be included. 2.4. The Auditor will provide guidance to the County and each Constitutional Officer on application of new accounting standards and other best practices as applicable. 2.5. It is recognized that one of the primary purposes of the audit is to be able to provide assurances to state and federal funding agencies. If any of those agencies require an opinion in a style or format different than the Auditor's standard style or format, the Auditor shall reissue the opinion in a style or format acceptable to the funding agency. 2.6. Auditor shall prepare and submit to the Board of County Commissioners a letter regarding the County's compliance with the terms of its various bond issues. The Auditor will also prepare a separate Auditor's report on the examination of the basic financial statements suitable for inclusion in an official statement. The County may prepare official statements in connection with the issuance of debt securities that will contain the basic financial statements and the Auditor's report thereon. The Auditor shall be notified by the County in advance of any such securities offering and will, if requested by the fiscal advisor and/or the underwriter, issue a "consent and citation of expertise" as the Auditor and any necessary "comfort letters." The provision of such services will not generate additional compensation. 2.7. The Auditor agrees to provide tuition free access to seminars provided for either staff or staff and client use in an effort to assist the County in maintaining staff professionalism and meeting the County staffs continuing professional education requirements. 2.8. Should irregularities or other unforeseeable conditions be encountered which might necessitate the extension of the auditing work beyond the scope of normal auditing procedures, the Auditor agrees to advise the County in writing of the circumstances and to request an increase in the total fees be made before significant additional costs are incurred. 3 Any request for additional time or additional fees shall be in writing and shall contain a detailed explanation of the unforeseen conditions or irregularities, and why the additional fees are necessary. Either a time extension or additional fees granted to Auditor is at the sole discretion of County. 2.9. Auditor shall take reasonable steps to bring errors to the attention of an appropriate level of County management so that management can take corrective action. Any adjustments to the books and records will be made only after review and only on direction of responsible authority. 2.10. The County will send its Annual Comprehensive Financial Report (ACFR) to the Government Finance Officers Association of the United States and Canada for review in its Certificate of Achievement for Excellence in Financial Reporting Program. Therefore, the County shall also provide additional financial and non-financial information not subject to examination by the Auditor, but necessary for the reporting standards of such Certificate of Achievement. It is expected that the Auditor will provide any special assistance reasonably necessary to assist the County in continuing to meet the requirements of that program as part of the fixed fee compensation of this Agreement. 2.11. The Scope of Services outlined in Attachment A shall apply to all audits performed by the Auditor and covered by this Agreement. 2.12. Auditor shall provide twenty (20)paper copies of final audited reports for the Board of County Commissioners including Key West International Airport and the Land Authority and ten (10) paper copies of each final audited report for all other entities including the constitutional officers. Auditor shall also provide twenty (20)paper copies for the BOCC of the agreed-upon procedures report of the Tourist Development Council ("TDC") Annual Report. 2.13. The audit report on the ACFR and the draft management letter shall be completed by Auditor and delivered to Monroe County by no later than March 5th of each year covered by this Agreement. 3. ASSISTANCE TO BE FURNISHED BY THE COUNTY. It is understood and agreed that County and Constitutional Officers' staff participation in the audit will be limited to activities within the normal course of business, and any assistance with the audit by County personnel shall be limited to matters within the normal scope of the employees' work responsibility. The County will prepare and furnish to the Auditor certain work papers required to support the financial information under audit, but they will be in the format designed by the County. The County will: a. Download the trial balance, including actual balances and original and final budgets, from the County's accounting software to Excel spreadsheets. 4 b. Prepare the financial statements and footnotes for each constitutional office, the Monroe County Land Authority, the BOCC and the ACFR. C. Prepare the Statements of Cash Flows. d. Prepare the fund-level and entity wide elimination entries. e. Produce the introductory and statistical sections and the Management's Discussion and Analysis sections of the ACFR. f. Produce stand-alone financial statements including introductory and Management's Discussion and Analysis sections for the Key West International Airport. g. Prepare the annual report for Passenger Facility Charges. h. Prepare the annual report court report as required by s. 29.0085, F.S. i. Produce the Schedules of Federal Awards and State Financial Assistance. j. Review the final ACFR and BOCC Financial Statements and maintain responsibility for the contents. k. Produce stand-alone financial statements including introductory and Management's Discussion and Analysis sections for the Key West International Airport. 1. Provide the TDC Annual Report. 4. TERM OF ENGAGEMENT. This Agreement provides for professional auditing services for the fiscal years ending September 30, 2025, September 30, 2026 ("Year 2"), and September 30, 2027 ("Year 3"). Thereafter, the County shall have the option to extend for two (2)additional terms of one (1) year each ("Subsequent Years"), at the election of the County and conditional upon successful negotiation of financial terms for the Subsequent Years with the Auditor. The option to extend shall require approval of the Monroe County Board of County Commissioners and annual availability of an appropriation. This agreement shall come into effect on the date first written above ("Effective Date") and shall remain in effect until the completion of the financial audits listed above unless earlier terminated in accordance with paragraphs 13 and 14, below. 5. COMPENSATION AND TERMS OF PAYMENT. The County shall pay to the Auditor a fixed fee for the annual audit of the County's financial statements according to the following fee schedule. This fee is all-inclusive, and no charge for travel, telephone bills, copying or any other related fees or expenses shall be billed. An invoice for the portion of the total amount of the Agreement in proportion to the work completed to date shall be submitted to the County on a monthly basis. The invoice will include a description of work completed for each of the County entities to be audited, the total amount of the agreement, billings to date and payments to date. The invoices shall be in a form approved by the Clerk of the Circuit Court. The maximum amount to be paid prior to fulfillment of the terms of the Agreement shall be ninety (90) percent of the total annual compensation. The retainage will be payable upon completion of each year's audits. Payments will be made in accordance with the Local Government Prompt Payment Act, 218.70, Florida Statutes. Auditor shall submit to the County invoices with supporting 5 documentation that are acceptable to the Clerk of Court and Comptroller (Clerk). Acceptability to the Clerk is based upon generally accepted accounting principles and such laws, rules and regulation that may govern the Clerk's disposal of funds. AUDIT FOR FISCAL YEAR ENDED 9/30/2025 CONTRACT AMOUNT For Fiscal Year 1 ending September 30, 2025, the fixed cost for auditing services will be $340,000 for standard annual reports + $20,000 for Key West International Airport stand- alone statements. The Auditor will perform agreed-upon procedures for the Tourist Development Council Annual Report based upon Agreed-Upon Procedures between the County and Auditor. The estimated range for review of the TDC Annual Report is $5,000 to 10,000) This amount will be finalized after Auditor performs initial fieldwork but will not exceed the range as specified herein. 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 for Financial services expenditure category as reported by the U.S. Bureau of Labor Statistics at December 31 of the previous year. The following hourly fees shall apply to extra work done for the term of this Agreement by Auditor, whether under this Agreement or for extra work requested by the Board of County Commissioners: Positions Hourly Rate (inclusive of all costs) Partner 275 Technical Consultant and Independent 275 Review Partner IT Audit Director 250 Audit Manger/Single Audit Specialist 225 Audit Supervisor 175 Audit Senior/Staff 150 Administrative 100 If the County desires that additional work be performed by the Auditor above and beyond the annual audits described above, the County shall request a proposal from the Auditor for the additional work. Any additional work performed by the Auditor shall be performed at the hourly rates listed above. If the Parties reach agreement for the additional work to be performed, the additional work shall be authorized in the form of a Task Order issued by the County for the additional work. Task Orders require the prior approval of the Board of County Commissioners. No work shall proceed until the Task Order is issued following BOCC approval. 6 Payment under this agreement is contingent upon annual appropriation by the Monroe County Board of County Commissioners. Termination prior to the end of the Agreement shall occur whenever funds cannot be obtained or cannot be continued at a level sufficient to allow for the continuation of this agreement pursuant to the terms herein. In the event that funds cannot be continued at a level sufficient to allow the continuation of this agreement pursuant to the terms specified herein, this agreement may then be terminated immediately by written notice of termination delivered in person or by mail to Auditor. 6. RECORDS All working papers and reports will be retained by the Auditor, at the Auditor's expense, for a minimum of five years from the date the reports are issued, or such longer period as may be required to satisfy legal and administrative requirements. The Auditor will be required to make the working papers available, upon request, to the following parties or their designees: A. A representative of a regulator of the County B. Auditor General of the State of Florida C. U.S. General Accounting Office D. Parties designated by the federal government, the State of Florida, or by the County as part of an audit quality review program E. Auditors of entities of which the County is a sub-recipient of grant funds F. Subject to the applicable terms contained within Attachment A, successor auditors G. Other parties as deemed necessary by the County, subject to Auditor agreement H. Other parties entitled by law to access such papers 7. MODIFICATIONS, AMENDMENTS, ASSIGNMENT AND SUBCONTRACTING Any and all modifications of the terms of this agreement shall be only amended in writing and approved by the Board of County Commissioners for Monroe County. The Auditor shall not assign or subcontract or transfer any interest in this Agreement or assign any claims for money due or to become due under this Agreement without first obtaining written and executed consent from County. 8. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Auditor is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed as to find the Auditor or any of its employees, contractors, servants or agents to be the employees of the Board of County Commissioners of Monroe County, and they shall not be entitled to any of the rights, privileges or benefits of employees of Monroe County. 9. COMPLIANCE WITH LAW. In carrying out its obligations under this agreement, the Auditor shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this agreement, 7 including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations may constitute a material breach of this agreement, which would entitle the County to terminate this agreement immediately upon delivery of written notice of termination to the Auditor. 10. HOLD HARMLESS/INDEMNIFICATION. Each party ("Indemnifying Party") shall indemnify and hold harmless the other ("Indemnified Party") from any and all claims, suits, actions, liabilities and reasonable defense costs, in each case solely for bodily injury to individuals and physical damage to tangible property to the extent directly and proximately caused by the acts or omissions of the Indemnifying Party while Auditor is engaged in the performance of services under this Agreement;provided, however,that if there is also fault on the part of the Indemnified Party, the foregoing indemnity shall be on a comparative fault basis, and provided that County's liability is limited to the statutory limitation in Florida Statute 768.28. 11. ANTI-KICKBACK. The Auditor warrants that no person has been employed or retained to solicit or secure this agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the County has any interest, financially or otherwise, in the said funded project. For breach or violation of this warranty, the County shall have the right to annul this agreement without liability or, in its discretion, to deduct from the agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. 12. TERMINATION FOR CONVENIENCE (WITHOUT CAUSE). This Agreement may be terminated, without cause, by either of the parties. For each fiscal year to be audited, written notice to the other party not later than May I of the fiscal year to be audited will constitute appropriate cancellation of the Agreement. In the event the County terminates this Agreement without cause, County will pay Auditor for all services rendered (including deliverables and products delivered), expenses incurred, and noncancelable commitments made by Auditor on County's behalf through the effective date of termination. 13. TERMINATION FOR CAUSE (BREACH). If the Auditor breaches any provision of this Agreement, the County shall notify the Auditor in writing within fourteen (14) days, or some other time period deemed acceptable to the County to cure this breach. The County by failure to provide notice to the Auditor or accepting work under this Agreement does not waive or limit its authority to find the Auditor in breach of this agreement for subsequent breaches. After notification of breach and the Agreement has been terminated, the County shall pay the Auditor fair and equitable compensation for work completed prior to termination of the agreement, less any amount of damages caused by the Auditor's breach. If the damages are more than compensation due to the Auditor,the Auditor will remain liable after termination and the County can affirmatively collect damages. 8 The Auditor may terminate the Agreement for failure of the County to fulfill its duties and obligations upon giving the County sixty (60) days prior written notice. For Contracts of any amount, if the County determines that the Auditor 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 Auditor 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. For Contracts of$1,000,000 or more, if the County determines that the Auditor submitted a false certification under Section 287.135(5), Florida Statutes, or if the Auditor has been placed on the Scrutinized Companies 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 Auditor 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. 14. ENTIRE AGREEMENT This Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the Auditor and County. It is understood and agreed that in the event of a conflict between the terms of this Agreement and the terms of the above stated documents, the terms of the Agreement shall control. 15. CONSENT TO JURISDICTION. This agreement,its performance, and all disputes arising hereunder, shall be governed by the laws of the State of Florida, and both parties agree that the proper venue for any actions shall be in the Sixteenth Judicial Circuit in and for Monroe County or federal courts located within Monroe County, FL. 16. ETHICS CLAUSE. Auditor warrants that Auditor has not employed, retained or otherwise had act on Auditor's behalf any former County officer or employee in violation of Section 2 or Ordinance No. 10- 1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10- 1990. For breach or violation of the provision the County may, at its discretion terminate this agreement without liability and may also, at its discretion, deduct from the agreement or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. 17. AUTHORITY. Auditor warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. 9 Each of the signatories for the Auditor below certifies and warrants that the Auditor's name in this agreement is the full name as designated in its organizing documents; that they are empowered to act and contract for the Auditor, and this agreement has been approved by the legal governing body of the Auditor. 18. LICENSES The Auditor warrants that it shall have,prior to commencement of work under this agreement and at all times during said work, all required licenses whether federal, state, County or City. 19. INSURANCE. The Auditor agrees that it maintains in force at its own expense a liability insurance policy which will insure the Auditor and the County (as an additional insured and certificate holder on applicable policies). At all times during the term of this agreement and for one year after acceptance of the project, the Auditor shall maintain on file with the County a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily injury, personal injury and property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. 4. Professional Liability Insurance which will respond to damages resulting from claims arising out of the performance of professional services of the Auditor arising out of work governed by this agreement. Such insurance shall have the following minimum amounts of liability: $250,000 per Claim/$500,000 Aggregate. The policies shall provide no less than 30 days' notice of cancellation or non-renewal, where such cancellation or non-renewal does not result in a reduction of coverage. The County shall be named as an additional insured and certificate holder on the general liability and auto liability policies. 20. FORCE MAJEURE/UNCONTROLLABLE CIRCUMSTANCE. The Auditor shall not be liable for any failure or delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions due to fire or other casualty, natural disasters, war or other violence, or any law, order or requirement of any governmental agency or authority. Uncontrollable Circumstance Any delay or failure of either Party to perform its obligations cinder 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 10 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"). Auditor's financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Auditor under this Section. Auditor 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. Auditor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. The Auditor may only seek a no cost extension for such reasonable time as the County may determine. 21. NOTICE. Any written notice to be given to either party under this agreement or related hereto shall be addressed and delivered as follows: For Auditor: Tiffany K. Mangold, Audit Partner 5001 Lakewood Ranch Blvd, Suite 101 Sarasota, FL 34240 With a Copy to: Timothy M. Westgate, Audit Partner 2347 SE 17m Street Ocala, FL 34471 For County: Kevin Madok, Clerk 500 Whitehead Street, Suite 1010 Key West, FL 33040 County Attorney 1111 12th Street, Suite 408 Key West, FL 33040 AND County Administrator 1100 Simonton Street Key West, FL 33040 11 22. NONDISCRIMINATION The parties 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 party, effective the date of the court order. The parties agree 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 VI of the Civil Rights Act of 1964 (PL 88-352), which prohibits discrimination in employment on the basis of race, color,religion, sex, and national origin; 2)Title IX of the Education Amendment of 1972, as amended (20 USC §§ 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 § 794), which prohibits discrimination on the basis of disabilities; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 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, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 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 §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10)Monroe County Code Chapter 14,Article 11,which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 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. 23. COVENANT OF NO INTEREST Auditor and County covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 24. CODE OF ETHICS The parties recognize and agree that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency;unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 25. NO SOLICITATION/PAYMENT The Auditor and County warrant that,in respect to itself,it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, 12 corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Auditor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 26. PUBLIC RECORDS Public Records Compliance. Pursuant to F.S. 119.0701 and the terms and conditions of this Agreement, if the Auditor is an individual, partnership, corporation or business entity that enters into a contract for services with a public agency and is acting on behalf of the public agency as provided under F.S. 119.011(2), the Auditor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Auditor does not transfer the records to the County. (4) Upon completion of the Agreement, transfer, at no cost, to the County all public records in possession of the Auditor or keep and maintain public records that would be required by the County to perform the service. If the Auditor transfers all public records to the County upon completion of the Agreement,the Auditor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Auditor keeps and maintains public records upon completion of the Agreement, the Auditor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records,in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Auditor of the request, and the Auditor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Auditor does not comply with the County's request for records, the County shall enforce the public records Agreement provisions in accordance with the Agreement, notwithstanding the County's option and right to unilaterally cancel this Agreement upon violation of this provision by the Auditor. An Auditor who fails to provide the public records to the County or pursuant toa valid public records request within a reasonable time may be subject to penalties under section I19.10, Florida Statutes. 13 The Auditor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE AUDITOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE AUDITOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT MONROE COUNTY ATTORNEY'S OFFICE, 1111 12 STREET, SUITE 408 KEY WEST, FL 33040 EMAIL: �Ilfl�lll �lll. 11l "�Ilf �lll„0 " . ,,Ilf �lllJIClllf III �III� III O R PHONE#305-292-3470 27. MAINTENANCE OF RECORDS. Auditor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their 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 termination of this Agreement. If an auditor employed by the County or the determines that monies paid to Auditor pursuant to this Agreement were spent for purposes not authorized by this Agreement,Auditor shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS, running from the date the monies were paid to Auditor. 28. 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, the County and Auditor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. 29. ATTORNEY'S FEES AND COSTS. The Parties 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 and court costs, as an award against the non-prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. 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. 14 30. NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and Auditor 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. 31. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of terms 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 County and the Auditor agree that neither the County nor the Auditor 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. 32. 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. 33. E-VERIFY SYSTEM. In accordance with F.S. 448.095,Any 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 Auditor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien. Auditor shall comply with and be subject to the provisions of F.S. 448.095 34. COUNTY FORMS. By signing this Agreement, AUDITOR has sworn or affirmed to the following requirements as set forth in the Public Entity Crime Statement, Ethics Statement, Drug- Free Workplace Statement, Vendor Certification Regarding Scrutinized Companies List, 15 Affidavit Attesting to Noncoercive Conduct for Labor or Services and the Foreign Entities Affidavit as set forth in more detail in this Agreement. Public Entity Crime Statement The AUDITOR certifies and agrees that AUDITOR nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid, proposal or reply on a contract to provide goods or services to a public entity; may not submit a bid, proposal or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. 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, proposal, or reply on contracts to provide any goods or services to a public entity, may not submit a bid, proposal or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals, or replies on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, AUDITOR or subcontractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, AUDITOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of 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, AUDITOR further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a"public entity crime" and that it has not been formally charged with committing an act defined as a"public entity crime" regardless of the amount of money involved or whether AUDITOR has been placed on the convicted vendor list. AUDITOR will promptly notify the COUNTY if it or any subcontractor is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. ETHICS CLAUSE By signing this Agreement, the AUDITOR warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 0 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its 16 discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement 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. DRUG-FREE WORKPLACE. AUDITOR in accordance with Florida Statute 287.087 hereby certifies that AUDITOR shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. The person authorized to sign the Agreement certifies that AUDITOR complies fully with the above requirements. VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS AUDITOR agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Company, I hereby certify that the company identified above is not listed on the Scrutinized Companies that Boycott Israel List or engaged in 17 a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism List or been engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism List or been engaged in business operations in Cuba or Syria. Note: The List are available at the following Department of Management Services Site: bqp laawt"✓wjmaw, yflo dad4 om/bU w�llV4' w 6 �b4' a� �6 llV w a� bU �4 Va.w�llVr 4llV 6 information/con Vice d suspgnded AaawcaiminatoEy c,ao!IaVp1gJnts y4;9ll"Vdo lists. NON-COLLUSION AFFIDAVIT AUDITOR by signing this Agreement, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the firm of AUDITOR, the bidder making the Bid/Proposal for the project described in the Scope of Work and that I executed the said bid/proposal with full authority to do so; the prices in this bid/proposal have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid/proposal have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid/proposal for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Auditor, as a nongovernmental entity, under penalty of perjury attest that Auditor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787.06(2)(a), coercion means: 18 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03 to any person for the purpose of exploitation of that person. Tiffany Mangold, as a person authorized to sign on behalf of Auditor, certify under penalties of perjury that Auditor does not use coercion for labor or services in accordance with Section 787.06. Additionally,Auditor has reviewed Section 787.06,Florida Statutes, and agrees to abide by same. FOREIGN ENTITIES AFFIDAVIT F.S. 287.138 Auditor according to law on my oath, and under penalty of perjury, depose and say that: a. I am Tiffany Mangold, CPA of the firm of Purvis, Gray and Company LLP ("Entity"), the bidder making the Proposal for the project described in the Request for Proposals for Audit Services and that I executed the said proposal with full authority to do so; b. In accordance with section 287.138, Florida Statutes, the Entity is not owned by the government of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. c. The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. 31. ADDITIONAL PROVISIONS REQUIRED UNDER 2 CFR PART 200. The following additional clauses are included in recognition of the fact that a portion of the funds used to pay for the services described herein may come from federal awards, as that term is defined in 2 CFR § 200.367. In the event of a conflict between these provisions and any other term in this Agreement, the following provisions shall control when any portion of the work is federally funded. The Auditor and its subcontractors must follow the provisions, as applicable, as set forth in 2 CFR §200-326 Contract Provisions and Appendix 11 to 2 CFR Part 200, as amended, including but not limited to: 19 A. CLEAN AIR ACT AND FEDERAL WASTER POLLUTION CONTROL ACT Clean Air Act: The AUDITOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. The AUDITOR agrees to report each violation to the County and understands and agrees that the COUNTY will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. The AUDITOR agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with federal assistance provided by FEMA. Federal Water Pollution Control Act: The AUDITOR agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq. The AUDITOR agrees to report each violation to the COUNTY and understands and agrees that the COUNTY will, in turn, report each violation as required to assure notification to the pass-through entity, if applicable, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. The AUDITOR agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with federal assistance provided by FEMA. B. SUSPENSION AND DEBARMENT This contract is a covered transaction for purposes of 2 C.F.R. Part 180 and 2 C.F.R. Part 3000. As such, the AUDITOR is required to verify that none of the AUDITOR's principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). The AUDITOR must comply with 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters. This certification is a material representation of fact relied upon by COUNTY. If it is later determined that the AUDITOR did not comply with 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C, in addition to remedies available to COUNTY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 20 C. BYRD ANTI-LOBBYING AMENDMENT,AS AMENDED, 31 U.S.C. § 1352. AUDITORS who apply or bid for an award of more than $100,000 shall file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s)to the federal agency. D. PROHIBITION ON CONTRACTING FOR COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES. (a)Definitions. As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or Services, as used in this clause (b)Prohibitions. 1) Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No. 115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug.13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons. 2) Unless an exception in paragraph (c) of this clause applies, the AUDITOR and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to: i. Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; ii. Enter, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; iii. Enter, extend, or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; or iv. Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. (c)Exceptions. 21 1) This clause does not prohibit AUDITORS from providing i. A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or ii. Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. 2)By necessary implication and regulation, the prohibitions also do not apply to: i. Covered telecommunications equipment or services that: a. Are not used as a substantial or essential component of any system; and b. Are not used as critical technology of any system. ii. Other telecommunications equipment or services that are not considered covered telecommunications equipment or services. 3)Reporting requirement. 1)In the event the AUDITOR identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the AUDITOR is notified of such by a subcontractor at any tier or by any other source, the AUDITOR shall report the information in paragraph(d)(2) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information. 2) The AUDITOR shall report the following information pursuant to paragraph(d)(1) of this clause: i. Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number(original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. ii. Within 10 business days of submitting the information in paragraph(d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the AUDITOR shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. 22 (e) Subcontracts. The AUDITOR shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments. E. DOMESTIC PREFERENCE FOR PROCUREMENTS. The AUDITOR should, to the greatest extent practicable and consistent with law, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to, iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. F. E-VERIFY SYSTEM The Auditor shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Auditor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. G. ACCESS TO RECORDS The Auditor agrees to provide County, Division of Emergency Management, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the AUDITOR which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. The Auditor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. The Auditor agrees to provide the FEMA Administrator or his authorized representatives access to sites pertaining to the work being completed under the contract. In compliance with section 1225 of the Disaster Recovery Reform Act of 2018, the COUNTY and the AUDITOR acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. The Auditor shall grant to the County, DEM, FEMA, the Federal Government, and any other duly authorized agencies of the Federal Government or the County where appropriate the right to inspect and review all books and records directly pertaining to the Auditor's time, billing, and expense reimbursement under the Agreement resulting from this RFP for a period of five (5)years after final grant close-out by 23 FEMA or DEM, or as required by applicable County, State and Federal law. Records shall be made available during normal working hours for this purpose. In the event that FEMA, DEM, or any other Federal or State agency, or the County, issues findings or rulings that the amounts charged by the Auditor, or any portions thereof, were ineligible or were non-allowable under federal or state Law or regulation, The Auditor may appeal any such finding or ruling. If such appeal is unsuccessful, the Auditor shall agree that the amounts paid to the Auditor shall be adjusted accordingly, and that the Auditor shall, within 30 days thereafter, issue a remittance to the County of any payments declared to be ineligible or non- allowable. The Auditor shall comply with federal and/or state laws authorizing an audit of Auditor's operation as a whole, or of specific Project activities. Under no circumstances shall advertising or other communications with the media be presented in such a manner as to County or imply that the Auditor or the Auditor's services are endorsed by the County H. CONTRACT CHANGES OR MODIFICATIONS To be allowable under a FEMA grant or cooperative agreement award, the cost of any contract change, modification, amendment, addendum, change order, or constructive change must be necessary, allocable, within the scope of the grant or cooperative agreement, reasonable for the scope of work, and otherwise allowable. I. DHS SEAL, LOGO,AND FLAGS The COUNTY must obtain written permission from DHS prior to using the DHS seals, logos, crests, or reproductions of flags, or likenesses of DHS agency officials. This includes use of DHS component(e.g., FEMA, CISA, etc.) seals, logos, crests, or reproductions of flags, or likenesses of component officials. J. COMPLIANCE WITH FEDERAL LAW, REGULATIONS,AND EXECUTIVE ORDERS AND ACKNOWLEDGEMENT OF FEDERAL FUNDING This is an acknowledgement that if FEMA financial assistance will be used to fund all or a portion of the contract. The AUDITOR will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. K. NO OBLIGATION BY FEDERAL GOVERNMENT The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the recipient or subrecipient, AUDITOR, or any other party pertaining to any matter resulting from the contract. L. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS 24 The AUDITOR acknowledges that 31 U.S.C.Chap.38(Administrative Remedies for False Claims and Statements) applies to the AUDITOR's actions pertaining to this contract. M. SOCIOECONOMIC CONTRACTING • The AUDITOR:is encouraged to take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5) to ensure small businesses, minority businesses, women's business enterprises, veteran-owned businesses, and labor surplus area firms are considered when possible. N. PROVIDING GOOD,SAFE JOBS TO WORKERS Pursuant to FEMA Information Bulletin No. 520, the AUDITOR will comply with all applicable federal labor and employment laws. To maximize cost efficiency and quality of work, the AUDITOR commits to strong labor standards and protections for the project workforce by 'creating an effective plan for ensuring high-quality jobs and complying with federal labor and employment laws. The AUDITOR acknowledges applicable minimum wage, overtime,:prevailing wage, and health and safety requirements, and will incorporate Good Jobs Principles wherever appropriate and tote greatest extent practicable. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed the day and year first above written. '�?� '`...,,, atip =d` -�:� t4DOK, CLERK BOARD OF COUNTY COMMISSIONERS,: g • ``(1"'4 '`•: tiny- ..-1:\ MONROE COUNTY, FL 7 tY�:•t�s(�?r v 51-si. ,; 11 cef :,_:-.4.- 1 ox--,,,a-z., -, / 10- . 0 a 1 4 .,� ., Jn,,tEw'C,2-4.-T-1,.: y kf �, �flep i y Clerk Ma • /Chan erson PURVIS,, A Y AND COMPANY, LLP 'i, 7 I V f 1,,', .f,. ` r .f`,. MONROE COUNTY ATTORNEY.. p is yyy APPROVED AS TO FORM _tic ?, ,�',; c Pat tar ' {!(11CPY1, -f _nv rIi Tiffany Mangold, C PA ,-CHRISTINE LIMBERT BARROWS : ASSISTANT Nz ATTO RNEY ` ner DATE: 4/1/L r .. ‹..14.-J :::;,?L': Cr: - ' 2c't C) 9) , "IG F. u.i Mwi . 4NA.:.. r,...7 i z- c' 25 Attachment A- Engagement Letter 26 um°i U It V i bow G AY March 27, 2025 Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida 500 Whitehead Street Key West, Florida 33040 We are pleased to confirm our understanding of the services we are to provide for Monroe County, Florida (the County) for the years ending September 30, 2025, 2026, and 2027, with optional years ending 2028 and 2029. Audit Scope and Objectives We will audit the financial statements of the governmental activities, the business-type activities, the aggregate discretely presented component unit, each major fund, the aggregate remaining fund information, and budgetary comparisons for the General Fund and all major special revenue funds, including the disclosures, which collectively comprise the basic financial statements, of the County as of and for the years ending September 30, 2025, 2026, and 2027,with optional years ending 2028 and 2029. In addition, we will audit the fund-level financial statements of the Monroe County Board of County Commissioners,Clerk of Courts,Tax Collector,Sheriff, Property Appraiser,Supervisor of Elections,and the separately issued financial statements of the Key West International Airport and the Comprehensive Plan Land Authority, including the disclosures, as of and for the same years then ending. We will also perform Agreed Upon Procedures for the Tourist Development Council. Accounting principles generally accepted in the United States of America (GAAP) provide for certain required supplementary information (RSI), such as management's discussion and analysis,to supplement the County's basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basicfinancial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the County's RSI in accordance with auditing standards generally accepted in the United States of America (GAAS). These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries,the basic financial statements,and other knowledge we obtain during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient appropriate evidence to express an opinion or provide any assurance. The following RSI is required by GAAP and will be subjected to certain limited procedures, but will not be audited: ■ Management's Discussion and Analysis ■ Schedule of County Proportionate Share of Net Pension Liability—Florida Retirement System Pension Plan ■ Schedule of County Contributions—Florida Retirement System Pension Plan CERTIFIECD PUBLIC ACCOUNTANTS 6'a i ncsvffle � Oca ar �� 'ia lahaassee �� Sarasol.a � Oi1a:unn(lo I i;'sampa purrvisgray.corm unuul�uu°uaa�Aromzruaw) uka Florida fins'kfluu°a,of,( I ubtiic AartQuamaoor s Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida Key West, Florida -2- March 27, 2025 ■ Schedule of County Proportionate Share of Net Pension Liability— Health Insurance Subsidy Pension Plan ■ Schedule of County Contributions—Health Insurance Subsidy Pension Plan ■ Schedule of Changes in the County's Net Pension Liability and Related Ratios — Pension Plan for Volunteer Firefighters and Emergency Medical Services ■ Schedule of Employer Contributions—Pension Plan for Volunteer Firefighters and Emergency Medical Services ■ Schedule of Changes in the County's Total OPEB Liability and Related Ratios We have also been engaged to report on supplementary information other than RSI that accompanies the County's financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with GAAS, and we will provide an opinion on it in relation to the financial statements as a whole in a report combined with our auditor's report on the financial statements. ■ Schedule of Expenditures of Federal Awards and State Financial Assistance ■ Combining and Individual Fund Statements and Schedules ■ Schedule of Receipts and Expenditures of Funds Related to the Deepwater Horizon Oil Spill In connection with our audit of the basic financial statements,we will read the following other information and consider whether a material inconsistency exists between the other information and the basic financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. ■ Introductory Section ■ Statistical Section The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,whether due to fraud or error, and issue an auditor's report that includes our opinions about whether your financial statements are fairly presented, in all material respects, in conformity with GAAP, and report on the fairness of the supplementary information referred to in the second paragraph when considered in relation to the financial statements as a whole. 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 GAAS and Government Auditing Standards will always detect a material misstatement when it exists. Misstatements, including omissions, can arise from fraud or error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment of a reasonable user made based on the financial statements. The objectives also include reporting on: ■ Internal control over financial reporting and compliance with provisions of laws, regulations,contracts, and award agreements, non-compliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida Key West, Florida -3- March 27, 2025 ■ Internal control over compliance related to each major program or project and an opinion (or disclaimer of opinion) on compliance with federal and state statutes, regulations, and the terms and conditions of federal awards and state financial assistance that could have a direct and material effect on each major program or project in accordance with the Single Audit Act Amendments of 1996,Title 2 U.S.Code of Federal Regulations(CFR)Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), and the Florida Single Audit Act. Examination Scope and Objectives An examination report will be issued by us regarding compliance with the following: ■ Independent Accountant's Report on Compliance with Section 218.415, Florida Statutes, for the County, the Comprehensive Plan Land Authority, and each Constitutional Officer. ■ Independent Accountant's Report on Compliance with Sections 365.172(10) and 365.173(2)(d), Florida Statutes, for the County. ■ Independent Accountant's Report on Compliance with Sections 28.35, 28.36, and 61.181, Florida Statutes, for the Clerk of the Circuit Court and Comptroller. The objectives of our examination are to: (1) obtain reasonable assurance about whether the County complied, in all material respects,with the requirements referenced above;and (2)to express an opinion as to whether the County complied, in all material respects, with the specified requirements. Auditor's Responsibilities for the Audit of the Financial Statements and Single Audit We will conduct our audit in accordance with GAAS; the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States;the Single Audit Act Amendments of 1996; and the provisions of the Uniform Guidance and the Florida Single Audit Act, and will include tests of accounting records, a determination of major program(s) in accordance with Uniform Guidance and the Florida SingleAuditAct,and other procedures we consider necessary to enable us to express such opinions. As part of an audit in accordance with GAAS and Government Auditing Standards,we exercise professional judgment and maintain professional skepticism throughout the audit. We will evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management. We will also evaluate the overall presentation of the financial statements,including the disclosures,and determine whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We will plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether from: (1) errors, (2)fraudulent financial reporting, (3) misappropriation of assets, or(4)violations of laws or governmental regulations that are attributable to the government or to acts by management or employees acting on behalf of the government. Because the determination of waste and abuse is subjective, Government Auditing Standards do not expect auditors to perform specific procedures to detect waste or abuse in financial audits nor do they expect auditors to provide reasonable assurance of detecting waste or abuse. Because of the inherent limitations of an audit,combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is an unavoidable risk that some material misstatements or non-compliance may not be detected by us, even though the audit is properly planned and performed in accordance with GAAS and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida Key West, Florida -4- March 27, 2025 governmental regulations that do not have a direct and material effect on the financial statements or on major programs. However, we will inform the appropriate level of management of any material errors, any fraudulent financial reporting, or misappropriation of assets that come to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. In connection with this engagement, we may communicate with you or others via email transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore,we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of this engagement. In that regard,you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information. We will also conclude, based on the audit evidence obtained, whether there are conditions or events, considered in the aggregate,that raise substantial doubt about the government's ability to continue as a going concern for a reasonable period of time. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, tests of the physical existence of inventories, and direct confirmation of receivables and certain assets and liabilities by correspondence with selected individuals,funding sources,creditors,and financial institutions. We will also request written representations from your attorneys as part of the engagement. We have not concluded our audit planning procedures as of the date of this letter; however, we believe the following significant risks are relevant to the County. We may make modifications to these significant risks. If modifications are made, we will communicate them to you in a timely manner. ■ Management Override of Controls ■ Improper Revenue Recognition We may, from time to time and depending on the circumstances, use third-party service providers in serving your account. We may share confidential information about you with these service providers but remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures, and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality agreements with all service providers to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. In the event that we are unable to secure an appropriate confidentiality agreement, you will be asked to provide your consent prior to the sharing of your confidential information with the third-party service provider. Furthermore, we will remain responsible for the work provided by any such third-party service providers. Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida Key West, Florida -5- March 27, 2025 Our audit of financial statements does not relieve you of your responsibilities. Independent Accountant's Responsibilities for the Examination Reports Our examination will be conducted in accordance with the attestation standards established by the American Institute of Certified Public Accountants (AICPA). Accordingly, it will include examining, on a test basis, your records, and other procedures to obtain evidence necessary to enable us to express our opinion. We will issue a written report upon completion of our examination. Our report will be addressed to the Board of County Commissioners. We cannot provide assurance that an unmodified opinion will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion. If our opinion is other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the examination or are unable to form or have not formed an opinion,we may decline to express an opinion or may withdraw from this engagement. Because of the inherent limitation of an examination engagement, together with the inherent limitations of internal control, 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. Our examination does not provide a legal determination on the County's compliance with specified requirements. The examination reports are solely to comply with the specified requirements and are not suitable for any other purpose. We will plan and perform the examination to obtain reasonable assurance about whether the government complied, with the specified requirements. Our engagement will not include a detailed inspection of every transaction and cannot be relied on to disclose all material errors or known and suspected fraud or non-compliance with laws or regulations, or internal control deficiencies, that may exist. However, we will inform you of any known and suspected fraud and non-compliance with laws or regulations, internal control deficiencies identified during the engagement, and uncorrected misstatements that come to our attention, unless clearly trivial. We understand that you will provide us with the information required for our examination and that you are responsible for the accuracy and completeness of that information. We may advise you about appropriate criteria, but the responsibility for the subject matter remains with you. You are responsible for the presentation of the subject matter being examined in accordance with, and for compliance with, the specified requirements; and for selecting the criteria and determining that such criteria are appropriate for your purposes. You are responsible for,and agree to provide us with,a written assertion about whether the subject matter is presented in accordance with and/or you are in compliance with the specified requirements. Failure to provide such an assertion will result in our withdrawal from the engagement. You are also responsible for providing us with: (1) access to all information of which you are aware that is relevant to the measurement, evaluation, or disclosure of the subject matter; (2) additional information that we may request for the purpose of the examination; and (3) unrestricted access to persons within the government from whom we determine it necessary to obtain evidence. At the conclusion of the examination engagement, you agree to provide us with certain written representations in the form of a representation letter. Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida Key West, Florida -6- March 27, 2025 Agreed-Upon Procedures—Tourist Development Council's Annual Report We will apply certain agreed-upon procedures to the Tourist Development Council's Annual Report. By signing this engagement letter, you agree to allow Management to determine those procedures and acknowledge that the procedures to be performed are appropriate for the intended purpose of the engagement. We understand this engagement is not required pursuant to law, regulation, or contract. Our engagement to apply agreed-upon procedures will be conducted in accordance with attestation standards established by the AICPA. Those standards require that we obtain your written agreement to the procedures to be applied and your acknowledgment that those procedures are appropriate for the intended purpose of the engagement,as described in this letter. A refusal to provide such agreement and acknowledgement will result in our withdrawal from the engagement. No other parties will be requested to agree to the procedures and acknowledge that the procedures performed are appropriate for their purposes. We make no representation that the procedures we will perform are appropriate for the intended purpose of the engagement or for any other purpose. Because the agreed-upon procedures do not constitute an examination or review, we will not express an opinion or conclusion on the procedures. In addition, we have no obligation to perform any procedures beyond those to which you agree. We plan to begin our procedures in January 2026 and, unless unforeseeable problems are encountered, the engagement should be completed by March 31, 2026. We will issue a written report upon completion of our engagement that lists the procedures performed and our findings. Our report will be addressed to the Board of County Commissioners. If we encounter restrictions in performing our procedures, we will discuss the matter with you. If we determine the restrictions are appropriate, we will disclose the restrictions in our report. Our report will contain a paragraph indicating that had we performed additional procedures, other matters might have come to our attention that would have been reported to you. Our report is not expected to be restricted to the use of specified parties. An agreed-upon procedures engagement is not designed to detect instances of fraud or non-compliance with laws or regulations; however, should any such matters come to our attention, we will communicate them in accordance with professional standards and applicable law. In addition, in connection with this engagement, matters come to our attention that contradict the Tourist Development Council's Annual Report, we will communicate such matters to you. You are responsible for the Tourist Development Council's Annual Report. In addition,you are responsible for providing us with: (1) access to all information of which you or the appropriate party are aware that is relevant to the performance of the agreed-upon procedures on the subject matter, (2) additional information that we may request from the appropriate party for the purpose of performing the agreed- upon procedures, and (3) unrestricted access to persons within the entity from whom we determine it necessary to obtain evidence relating to performing those procedures. At the conclusion of our engagement,you agree to provide us with certain written representations in the form of a representation letter. Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida Key West, Florida -7- March 27, 2025 Audit Procedures—Internal Control We will obtain an understanding of the government and its environment, including the system of internal control, sufficient to identify and assess the risks of material misstatement of the financial statements, whether due to error or fraud, and to design and perform audit procedures responsive to those risks and obtain evidence that is sufficient and appropriate to provide a basis for our opinions. 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, misrepresentation, or the override of internal control. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other non-compliance matters that have a direct and material effect on the financial statements. Our tests, if performed,will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. As required by the Uniform Guidance and the Florida Single Audit Act, we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material non-compliance with compliance requirements applicable to each major federal program and state project. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to the Uniform Guidance and the Florida Single Audit Act. An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material weaknesses. Accordingly, we will express no such opinion. However, during the audit, we will communicate to management and those charged with governance internal control-related matters that are required to be communicated under AICPA professional standards, Government Auditing Standards, and the Uniform Guidance and the Florida Single Audit Act. Audit Procedures—Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the County's compliance with provisions of applicable laws, regulations, contracts, and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance, and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. The Uniform Guidance and the Florida Single Audit Act require that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with federal and state statutes, regulations, and the terms and conditions of federal awards and state financial assistance applicable to major programs. Our procedures will consist of tests of transactions and other applicable procedures described in the OMB Compliance Supplement and the Florida Department of Financial Services State Projects Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the County's major federal programs and state projects. For federal programs and state projects that are included in the Compliance Supplements, our compliance and internal control procedures will relate to the compliance requirements that the Compliance Supplements identify as being subject to audit. The purpose of these procedures will be to express an opinion on the County's compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to the Uniform Guidance and the Florida Single Audit Act. Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida Key West, Florida -8- March 27, 2025 Other Services We will also assist in preparing the financial statements and related notes of the Comprehensive Plan Land Authority (the Land Authority) in conformity with GAAP, based on information provided by you. These non-audit services do not constitute an audit under Government Auditing Standards, and such services will not be conducted in accordance with Government Auditing Standards. We will perform the services in accordance with applicable professional standards. The other services are limited to preparation of the financial statements and related notes of the Land Authority. We, in our sole professional judgment, reserve the right to refuse to perform any procedure or take any action that could be construed as assuming management responsibilities. You agree to assume all management responsibilities for the financial statements and related notes of the Land Authority, and any other non-audit services we provide. You will be required to acknowledge in the management representation letter our assistance with preparation of the financial statements and related notes, and that you have reviewed and approved the financial statements and related notes prior to their issuance and have accepted responsibility for them. Further, you agree to oversee the non-audit services by designating an individual, preferably from senior management,with suitable skill, knowledge, or experience; evaluate the adequacy and results of those services; and accept responsibility for them. Responsibilities of Management for the Financial Statements and Single Audit Our audit will be conducted on the basis that you acknowledge and understand your responsibility for: (1) designing, implementing, establishing, and maintaining effective internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, including internal controls over federal awards and state financial assistance, and for evaluating and monitoring ongoing activities to help ensure that appropriate goals and objectives are met;(2)following laws and regulations;(3)ensuring that there is reasonable assurance that government programs are administered in compliance with compliance requirements; and (4) ensuring that management and financial information is reliable and properly reported. Management is also responsible for implementing systems designed to achieve compliance with applicable laws, regulations, contracts and grant agreements. You are also responsible for the selection and application of accounting principles;for the preparation and fair presentation of the financial statements, schedule of expenditures of federal awards and state financial assistance, and all accompanying information in conformity with GAAP;and for compliance with applicable laws and regulations(including federal and state statutes), rules, and the provisions of contracts and grant agreements(including award agreements). Your responsibilities also include identifying significant contractor relationships in which the contractor has responsibility for program compliance and for the accuracy and completeness of that information. You are also responsible for making drafts of financial statements, schedule of expenditures of federal awards and state financial assistance, all financial records, and related information available to us;for the accuracy and completeness of that information (including information from outside of the general and subsidiary ledgers); and for the evaluation of whether there are any conditions or events, considered in the aggregate,that raise substantial doubt about the government's ability to continue as a going concern for the 12 months after the financial statements date or shortly thereafter (for example, within an additional three months if currently known). You are also responsible for providing us with: (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, such as records, documentation, identification of all related parties and all related- party relationships and transactions,and other matters;(2)access to personnel,accounts, books, records, Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida Key West, Florida -9- March 27, 2025 supporting documentation, and other information as needed to perform an audit under the Uniform Guidance and the Florida Single Audit Act; (3)additional information that we may request for the purpose of the audit; and (4) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. At the conclusion of our audit, we will require certain written representations from you about the financial statements;schedule of expenditures of federal awards and state financial assistance; federal award programs and state financial assistance; compliance with laws, regulations, contracts and grant agreements; and related matters. Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that 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 of each opinion unit taken as a whole. You are responsible for 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 government involving: (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the government received in communications from employees,former employees,grantors, regulators, or others. In addition,you are responsible for identifying and ensuring that the government complies with applicable laws, regulations, contracts, agreements, and grants. You are also responsible for taking timely and appropriate steps to remedy fraud and non-compliance with provisions of laws, regulations, contracts and grant agreements that we report. Additionally, as required by the Uniform Guidance and the Florida Single Audit Act, it is management's responsibility to evaluate and monitor non-compliance with federal and state statutes, regulations, and the terms and conditions of federal awards and state financial assistance; take prompt action when instances of non-compliance are identified including non-compliance identified in audit findings; promptly follow up and take corrective action on reported audit findings;and prepare a summary schedule of prior audit findings and a separate corrective action plan. The summary schedule of prior audit findings should be available for our review during preliminary fieldwork. You are responsible for identifying all federal awards and state financial assistance received and understanding and complying with the compliance requirements and for the preparation of the schedule of expenditures of federal awards and state financial assistance (including notes and non-cash assistance received, and COVID-19-related concepts, such as lost revenues, if applicable) in conformity with the Uniform Guidance and the Florida Single Audit Act. You agree to include our report on the schedule of expenditures of federal awards and state financial assistance in any document that contains,and indicates that we have reported on, the schedule of expenditures of federal awards and state financial assistance. You also agree to include the audited financial statements with any presentation of the schedule of expenditures of federal awards and state financial assistance that includes our report thereon. Your responsibilities include acknowledging to us in the written representation letter that: (1) you are responsible for presentation of the schedule of expenditures of federal awards and state financial assistance in accordance with the Uniform Guidance and the Florida Single Audit Act; (2) you believe the schedule of expenditures of federal awards and state financial assistance, including its form and content, is stated fairly in accordance with the Uniform Guidance and the Florida Single Audit Act; (3)the methods of measurement or presentation have not changed from those used in the prior period (or, if they have Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida Key West, Florida -10- March 27, 2025 changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the schedule of expenditures of federal awards and state financial assistance. You are also responsible for the preparation of the other supplementary information,which we have been engaged to report on, in conformity with GAAP. You agree to include our report on the supplementary information in any document that contains, and indicates that we have reported on, the supplementary information. You also agree to include the audited financial statements with any presentation of the supplementary information that includes our report thereon. Your responsibilities include acknowledging to us in the written representation letter that: (1) you are responsible for presentation of the supplementary information in accordance with GAAP; (2) you believe the supplementary information, including its form and content, is fairly presented in accordance with GAAP; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying and providing report copies of previous financial audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit Scope and Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or studies. You are also responsible for providing management's views on our current findings, conclusions, and recommendations,as well as your planned corrective actions for the report,and for the timing and format for providing that information. Engagement Administration, Fees,and Other We understand that your employees will prepare all cash, accounts receivable, or other confirmations we request and will locate any documents selected by us for testing that are not easily located using the Workday software. At the conclusion of the engagement, we will complete the appropriate sections of the Data Collection Form that summarizes our audit findings. It is management's responsibility to electronically submit the reporting package (including financial statements, schedule of expenditures of federal awards and state financial assistance, summary schedule of prior audit findings, auditor's reports, and corrective action plan) along with the Data Collection Form to the Federal Audit Clearinghouse. We will coordinate with you the electronic submission and certification. The Data Collection Form and the reporting package must be submitted within the earlier of 30 calendar days after receipt of the auditor's reports or nine months after the end of the audit period. We will provide copies of our reports to the County; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation,or containing privileged and confidential information, copies of our reports are to be made available for public inspection. The audit documentation for this engagement is the property of Purvis, Gray and Company, LLP and constitutes confidential information. However, subject to applicable laws and regulations, audit documentation and appropriate individuals will be made available upon request and in a timely manner Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida Key West, Florida -11- March 27, 2025 to your oversight grantor or its designee, a federal or state agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of Purvis, Gray and Company, LLP personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained for a minimum of five years after the report release date or for any additional period requested by your oversight agency. If we are aware that a federal and/or state awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the party(ies) contesting the audit finding for guidance prior to destroying the audit documentation. Tiffany K. Mangold, CPA is the engagement partner and is responsible for supervising the engagement and signing the reports or authorizing another individual to sign them. We expect to begin our audit in July 2025 with the following provisional timeline: July—September Entrance conferences, planning, interim audit work. October 31 Constitutional Officer books closed. November—December Constitutional Officer audits, reports, and exit conferences. January Completion of County Funded Court-Related Functions Report. BOCC combining fund statements and schedules provided by the County and ready for review by auditors. BOCC audit and fieldwork exit conference. Completion of Land Authority audit and Airport audit. February BOCC basic financial statements provided to auditors. Final auditor review of statements. Remaining sections of Annual Comprehensive Financial Report (ACFR) prepared by the County. Draft audit reports prepared. March Completion of ACFR by the County. Completion of Passenger Facility Charge Report. Final ACFR audit reports completed. Presentation to Board of County Commissioners. County's Submittal of ACFR to Government Finance Officers Association Certificate of Achievement Program. For Fiscal Year 1 ending September 30, 2025, the fixed cost for auditing services will be $340,000 for standard annual reports, +$20,000 for Key West International Airport stand-alone statements, +$5,000 to $10,000 for the Agreed Upon Procedures of the Tourist Development Council Annual Report. Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida Key West, Florida -12- March 27, 2025 In each of Years 2 and 3 of this Agreement, the fee shall be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index for all Urban Consumers as reported by the U.S. Bureau of Labor Statistics at December 31 of the previous year. We will schedule the engagement based in part on deadlines, working conditions, and the availability of your key personnel. We will plan the engagement based on the assumption that your personnel will cooperate and provide assistance by performing tasks such as preparing requested schedules, retrieving supporting documents, and preparing confirmations. If, for whatever reason, your personnel are unavailable to provide the necessary assistance in a timely manner, it may substantially increase the work we have to do to complete the engagement within the established deadlines, resulting in an increase in fees over our original fee estimate. Items that will likely increase the agreed-upon fee include: ■ Assistance with matters designated as management's responsibility, including preparation of schedules and closing entries. ■ Submission of audit data within 60 days of a client requested completion date or filing deadline, requiring overtime hours to meet the deadline. ■ Changes in accounting pronouncements, professional standards, laws, and regulations not known to us as of the date of this letter, that have a significant impact on time requirements. ■ Changes in the operations and significant matters that materially change the audit scope such as evaluation of the impact of joint ventures, debt issuance, refunding, or advance extinguishment, notice of material events, enforcement actions, required corrective actions, self-insurance, environmental liabilities, or going concern. ■ Increases in federal or state funding, requiring Federal or State Single Audits and/or increases to the number of grants classified as major programs or projects, that significantly increase the extent of testing. ■ Follow up on allegations or discovery of: (1) non-compliance with laws, regulations, and policies; (2)fraud, waste, and abuse; or(3) significant deficiencies in internal control. Our invoices will be rendered each month as work progresses and are payable on presentation. If we elect to terminate our services for non-payment,our engagement will be deemed to have been completed upon written notification of termination,even if we have not completed our reports. You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket costs through the date of termination. Reporting We will issue written reports upon completion of our Single Audit. Our reports will be addressed to management and the Board of County Commissioners of Monroe County. Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida Key West, Florida -13- March 27, 2025 Depending on the nature of these circumstances, it may be necessary for us to modify our opinions, add a separate section, or add an emphasis-of-matter or other-matter paragraph to our auditor's report, or if necessary, withdraw from this engagement. If our opinions are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or issue reports, or we may withdraw from this engagement. The GovernmentAuditing Standards report on internal control over financial reporting and on compliance and other matters will state that: (1) the purpose of the report is solely to describe the scope of testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the government's internal control or on compliance;and (2)the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the government's internal control and compliance. The Uniform Guidance and the Florida Single Audit Act, report on internal control over compliance will state that the purpose of the report on internal control over compliance is solely to describe the scope of testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance and the Florida Single Audit Act. Both reports will state that the report is not suitable for any other purpose. We appreciate the opportunity to be of service to Monroe County and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign and return it to us. Respectfully Submitted, PURVIS, GRAY AND COMPANY, LLP Tiffany K. Mangold Partner TKM/jtp Board of County Commissioners and Christine Hurley, County Administrator Monroe County, Florida Key West, Florida -14- March 27, 2025 RESPONSE: This letter correctly sets forth the understanding of Monroe County, Florida. ..//1 .---/C.A.......--___ (:_. -,/ ' ' Title: Monroe County Clerk of Court, Kevin Madok --::,...;),:A:8:1)),),'-:--YG-1;',.',„ April 16 2025 s;r'w -�,�.._�`�� `',%1 . Date: ,,_ .�. , ,Y N �,y(� yr', y 4t°,i�.r, 1 ,, rr 6 " ,{''�' p, 0 lk I IP . 1 P"+,q.. Cry k 1 e v\ t.„,,.., �;�,...1, , ' a 17'-' I s''4 ''''''''?'''''''V r 411. - ‘,,v\sie,..-21,14;,:r ,,',.--:,,,a,\,4,,,,,,,." 41, , „,_... ,....—, ,,,,, .),„.., ,,, , 4 - — ,...„,..„.„.., ,,..,_,,,,,,,,„„,,,,i \-,,,..".,,,,,,„,-:,..-: ,,, .--„,-„,..,..;:;,...„w,,,,,,/ ,..,„_,,,,,,,,,,c,-:„, ...I.,:4-2,4,,, ,, ,,N,,,,, , ,,,,,,,,,4, ^•,:;. ,,,ram' . �,;. Monroe County Mayor, James K. Scholl ✓ Title: Date: April 16, 2025 74/1/2025 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Heidi Tapanes McGriff-Williams Insurance PHONE FAX 3501-AW. University Ave A/c No EXt: 352-371-7977 A/C,No:352-505-2083 E-MGainesville FL 32607 ADDRESS: heidi@mcgriffwilliams.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: General Star Indemnity INSURED PURVI-1 INSURERB:Technology Insurance Company 42376 Purvis Gray&Co., LLP and Purvis Gray Tech. Group LLC INsuRERc: Nationwide Insurance of FL 10948 PO Box 141270 INSURERD: Nationwide Mutual Insurance Co 23787 Gainesville FL 32614 INSURERE: Great American Insurance Co 16691 INSURER F: COVERAGES CERTIFICATE NUMBER:1796693462 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 C X COMMERCIAL GENERAL LIABILITY Y Y ACPBPO15925521854 5/31/2024 5/31/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $300,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY� PE� LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ C AUTOMOBILE LIABILITY Y ACPBPO15925521854 5/31/2024 5/31/2025 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident D X UMBRELLALIAB X OCCUR Y ACPCU015925521854 5/31/2024 5/31/2025 EACH OCCURRENCE $5,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ B WORKERS COMPENSATION Y TVVC4419397 5/31/2024 5/31/2025 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICE R/M EMBER EXCLUDED? FN] N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Professional C55288-01023-24-03 9/21/2024 9/21/2025 $5,000,000 E Crime SAAE7388670300 5/31/2024 5/31/2025 $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder is listed as an additional insured as per written contract AP 6x T } 8Y_ ... 7Z DATE4. 5 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West FL 33040 v 1 ' o e @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD