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Item S06
BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor Michelle Lincoln,District 2 The Florida. Keys Mayor Pro Tem David Rice,District 4 p Craig Cates,District I James K.Scholl,District 3 -� Holly Merrill Raschein,District 5 Regular Meeting June 10, 2026 Agenda Item Number: S6 26-32121 BULK ITEM: DEPARTMENT: County Administration TIME APPROXIMATE: N/A STAFF CONTACT: Tina Boan AGENDA ITEM WORDING: Approval of the granting of the delegation of authority to the County Administrator to negotiate and execute a contract, in an amount not to exceed $104,780 for Performance Auditing Services with staff's first choice, Cherry Bekaert Advisory LLC or in the event an agreement cannot be reached then authorization to proceed to negotiate and execute a contract with CliftonLarsonAllen LLP. ITEM BACKGROUND: Pursuant to Monroe County Code Section 23-199- Monroe County Tourist Development Council(TDC), the County created an executive office for the TDC. The County contracts with 3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys (VFK) to furnish administrative and executive services as required by the TDC. VFK is the Destination Marketing Organization for the TDC. VFK employs,by contract, a Chief Executive Officer(CEO) who oversees the operations of the corporation. The officers and directors of VFK are the same members of the TDC. VFK is a Direct Support Organization (DSO) that is organized and operates exclusively for the support or benefit of the TDC. This contract for professional services will provide contract performance auditing services of 3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys and, under chapter 4 of the county's purchasing policies and procedures, is exempt from the competitive bidding process. The contract will aid the County Administrator in carrying out one of her statutory duties, which in this case is to see "that all terms and conditions in all leases, contracts, and agreements are performed and notify the board of any noted violation thereof." See, F.S. 125.74(1)(n) below: 125.74. County administrator; powers and duties (1)(n) The administrator may be responsible for the administration of all departments responsible to the board of county commissioners and for the proper administration of all affairs under the jurisdiction of the board. To that end, the administrator may, by way of enumeration and not by way of limitation, have the following specific powers and duties to: (n) See that all terms and conditions in all leases, contracts, and agreements are performed and notify the board of any noted violation thereof. PREVIOUS RELEVANT BOCC ACTION: July 2025 BOCC approval of 1st amendment to agreement with 3406 North Roosevelt Corp. D/b/a Visit Florida Keys. June 2021 BOCC approval of agreement with 3406 North Roosevelt Corp. d/b/a Visit Florida Keys. August 2025 BOCC approval to advertise RFP for contract performance services. INSURANCE REQUIRED: CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATION: DOCUMENTATION: FINANCIAL IMPACT: Effective Date: Expiration Date: Total Dollar Value of Contract: Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: AGREEMENT FOR CONTRACT PERFORMANCE AUDITING SERVICES This Agreement ("Agreement") made and entered into this t h day of 2026 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), AND Cherry Bekaert Advisory LLC, a limited liability company authorized to do business within the State of Florida, whose address is 3800 Glenwood Avenue, Suite 200, Raleigh, North Carolina, its successors and assigns, hereinafter referred to as "CONSULTANT", WITNESSETH: WHEREAS COUNTY desires to employ the professional services of CONSULTANT for Contract Performance Auditing Services; and WHEREAS, CONSULTANT has agreed to provide professional services which shall include Contract Performance Auditing Services as set forth in the Scope of Services -Attachment A,which services shall collectively be referred to as the"Project'. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONSULTANT agree as follows: ARTICLE I REPRESENTATIONS AND WARRANTIES 1.1 By executing this Agreement, CONSULTANT makes the following express representations and warranties to the COUNTY: 1.1.1 The CONSULTANT shall maintain all necessary licenses, permits or other authorizations necessary to act as CONSULTANT for the Project until the CONSULTANT'S duties hereunder have been fully satisfied; 1.1.2 The CONSULTANT has become familiar with the Project sites and the local conditions under which the Work is to be completed. 1.1.3 The CONSULTANT shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONSULTANT warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information. 1.1.4 The CONSULTANT assumes full responsibility to the extent allowed bylaw with regards to his performance and those directly under his employ. 16 1.1.5 The CONSULTANT'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONSULTANT shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the CONSULTANT. 1.1.6 At all times and for all purposes under this agreement the CONSULTANT is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONSULTANT or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.1.7 The CONSULTANT shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONSULTANT'S Scope of Basic Services consist of those described in Attachment A, and as described in the Agreement. 2.2 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES The CONSULTANT shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONSULTANT or its subcontractors, or both. 2.3 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: Christine Hurley Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 For the Consultant: 16 ARTICLE III ADDITIONAL SERVICES 3.1 Additional services are services not included in the Scope of Basic Services. Should the COUNTY require additional services they shall be paid for by the COUNTY at rates or fees negotiated at the time when services are required, but only if approved by the COUNTY before commencement. 3.2 If Additional Services are required by the COUNTY shall issue a letter requesting and describing the requested services to the CONSULTANT. The CONSULTANT shall respond with a fee proposal to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONSULTANT proceed with the Additional Services. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide full information regarding requirements for the Project. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONSULTANT in order to avoid unreasonable delay in the orderly and sequential progress of the CONSULTANT'S services. 4.3 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONSULTANT'S services and work of the contractors. 4.4 The COUNTY's review of any documents prepared by the CONSULTANT or its subcontractors shall be solely for the purpose of determining whether such documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such documents shall relieve the CONSULTANT of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. 4.5 The COUNTY shall provide copies of necessary documents required to complete the work. 4.6 Any information that may be of assistance to the CONSULTANT that the COUNTY has immediate access to, will be provided as requested. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, the CONSULTANT covenants and agrees that he shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees, from and against (i) claims, actions or causes of action, (ii) litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) costs or expenses that may be asserted against, initiated with respect to, or sustained by the County and the COUNTY's elected and appointed officers and employees from liabilities damages, losses and costs, including but not limited to, reasonable attorney's fees, to the extent caused by the negligence, 16 recklessness, or intentional wrongful misconduct of the CONSULTANT and persons employed or utilized by the indemnifying party in the performance of this Agreement. Provided, however, that the maximum aggregate liability of Consultant with respect to its indemnification and defense obligations under the contract shall not exceed the sum of five million dollars ($5,000,000.00). 5.2 In the event the completion of the project(including the work of others) is delayed or suspended as a result of the CONSULTANT's failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the County from any and all increased expenses resulting from such delay. 5.3 In the event any claims are brought, or actions are filed against the County with respect to the indemnity contained herein, the CONSULTANT agrees to defend against any such claims or actions regardless of whether such claims or actions are rightfully or wrongfully brought or filed. The CONSULTANT agrees that the County may select the attorneys to appear and defend such claims or actions on behalf of the County. The CONSULTANT further agrees to pay at the CONSULTANT's expense the attorneys' fees and costs incurred by those attorneys selected by the County to appear and defend such actions or claims on behalf of the County at both the trial and appellate levels. The County at its sole option, shall have the sole authority for the direction of the defense, and shall be the sole judge of the acceptability of any compromise or settlement of any claims or actions against the County. 5.4 The extent of liability is in no way limited to, reduced or lessened by the insurance requirements contained elsewhere within the Agreement. 5.5 This indemnification shall survive the expiration or early termination of the Agreement. Nothing contained in this paragraph is intended to nor shall it constitutea waiver of the COUNTY's sovereign immunity requirement. ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONSULTANT shall assign only qualified personnel to perform any service concerning the project. ARTICLE VII COMPENSATION 7.1 PAYMENT SUM 7.1.1 The COUNTY shall pay the CONSULTANT a not-to-exceed amount of$104,780 in current funds for the CONSULTANT'S performance of this Agreement based on the hourly rates outlined in Attachment B and upon completion of the milestones. 7.2 PAYMENTS For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONSULTANT shall be paid monthly. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. A. If the CONSULTANT'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT shall be equitably adjusted, either upward or downward. B. As a condition precedent for any payment due under this Agreement, the CONSULTANT shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONSULTANT'S invoice shall describe with reasonable particularity the service rendered. The CONSULTANT'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought at the COUNTY may require. 7.3 REIMBURSABLE EXPENSES 7.3.1 Reimbursable expenses include expenses incurred by the CONSULTANT in the interest of the project: A. Cost of reproducing maps or drawings or other materials used in performing the scope of services; B. Postage and handling of reports. 7.4 BUDGET 7.4.1 The CONSULTANT may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 — September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 7.4.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. ARTICLE VIII INSURANCE 8.1 To be eligible for award, CONSULTANT must obtain and maintain at its own expense all insurance coverage specified herein. Contractor's insurance must extend all required coverage to any Subcontractors engaged for the performance of work; or alternatively, CONSULTANT shall be responsible for requiring all Subcontractors to obtain and maintain all coverage required by this section. Any deviation from these insurance requirements must be supported by an Insurance Waiver Form approved by the Monroe County Risk Manager. Insurance Waivers may be requested from the Risk Management Department: Tel (305)292-3470; Email: risk—management@monroecounty-fl.gov. 8.2 Within five (5) days of award, CONSULTANT shall submit proof of the insurance required by this section. CONSULTANT will not be permitted to commence work (including pre-staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the Monroe County as specified below. CONSULTANT must submit satisfactory evidence of the required insurance coverage, either: a Certificate of Insurance; or a Certified copy of Contractor's Insurance Policies. Policies shall be written by companies licensed to do business in the State of Florida and having an agent for service of process in the State of Florida. State of Florida and having an agent for service of process in the State of Florida. Companies shall have an A.M. Best rating of VI or better and a financial rating of A- from A.M. The County reserves the right, at its sole option, to require CONSULTANT to produce a certified 20 copy of any or all insurance policies required by the Agreement. At a minimum, all insurance policies maintained by CONSULTANT or a Subcontractor must: A. Specify they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer; and B. Include a waiver of subrogation rights held by Contractor's insurer with respect to claims against the County, and its employees, officers and insurers that arise from any loss, liability, or obligation covered by Contractor's insurance policies. 8.3 Contractor shall be required to maintain all insurance required by this section throughout the entire Term of the Agreement. In the event Contractor or any Subcontractor fails to maintain all required insurance at any time during the Term of this Agreement, the County shall reserve the right to immediately terminate the Agreement or suspend all Work until the required insurance has been reinstated. Delays in completion of the Work arising from the failure of Contractor or Subcontractor to maintain the required insurance shall not cause the extension of any deadlines specified in the Agreement. Contractor agrees to indemnify and hold harmless the County from and against any and all increases in costs resulting from such delay, including delays attributable to a Subcontractor's failure to maintain required insurance. 8.4 In the event of a claim, Contractor shall be responsible for payment of any deductible or self- insurance retention that may be reflected in the insurance policies maintained pursuant to the requirements of this section. The County's acceptance and/or approval of Contractor's insurance policies shall not be construed as relieving or limiting any liability of Contractor that may arise from the performance of Work under this Agreement. 8.5 Contractor shall be required to maintain the following insurance coverage: A. Commercial General Liability: Contractor's insurance policy shall cover, at a minimum, premises operations, personal injury (including death), property damage, products & completed operations, and blanket contractual liability. If coverage is provided on a Claims Made basis, Contractor's policy must provide for claims filed during the term of this Agreement, and for twelve (12) months after its termination or expiration. Contractor's policy shall be endorsed to name Monroe County Board of County Commissioners as Additional Insured. The minimum limits acceptable are: $300,000 Combined Single Limit (CSL) B. Worker's Compensation: Contractor's insurance policy shall reflect coverage and limits sufficient to meet requirements of Chapter 440, Florida Statutes. In addition, Contractor shall maintain Employer's Liability Insurance with limits not less than:: $500,000 bodily injury by accident; $500,000 bodily injury by disease (aggregate); $500,000 bodily injury by disease (per employee). If Contractor believes they are exempt from providing Worker's Compensation insurance under Florida law, the Contractor must obtain an approved Insurance Waiver form from the Monroe County Risk Manager. If the Contractor has been recognized by the Florida Department of State as an authorized self-insurer, the County may recognize and honor the Contractor's status. Upon request, Contractor shall be required submit a Letter of Authorization from the Department, and may be required to periodically submit to the County current financial statements from the self-insurance fund. 21 C. Business Auto Liability: Contractor's insurance policy shall provide coverage for all OVVDed, DOD-OVVO8d. and hired vehicles used iD the performance Cf work under this Agreement. Contractor's policy shall be endorsed tU name Monroe County Board Of County Commissioners as Additional Insured. The DliDiOlVDl acceptable limit is: $300.000 Combined Single Limit /CSL\. If Split Limits are provided, the D1iDiOlVDl acceptable limits are: $200.0OU per person; $8OO,OOO per Occurrence; $1O0.0OO Property Damage. D. Professional Liability (Errors & Omissions): Contractor shall maintain insurance covering the prDfeS0iOD@| services to he rendered under this agre8nO8Ot, including the furnishing Df advice O[consultation. Contractor's insurance must, at a minimum, respond to damages resulting from any claim arising out nf the performance Ofprofessional services and any error or omission of the Contractor which may arise from the work subject to this Agreement. If coverage is provided On a claims made basis, an extended C|@iD1S reporting period of four /4\ yB8[S shall be required. The rniDinlUDl acceptable limits Of liability are: $58D.D0O per Occurrence; $1,000,000Aggreg8te. ARTICLE IX MISCELLANEOUS 9'1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not o part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9'2 OWNERSHIP OF THE PROJECT DOCUMENTS Excluding CONTRACTOR'S working papena, the documents prepared by the CONSULTANT for this Project belong to the COUNTY and may be reproduced and copied without acknowledgement ur permission of the CONSULTANT. 9'3 SUCCESSORS AND ASSIGNS The CONSULTANT shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the C(]NGULl7\NT, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding eantenoe, each party hereto binds itea|f, its oucceaaore, assigns and legal representatives to the other and to the successors, assigns and legal representatives nfsuch other party. 9'4 NO THIRD-PARTY BENEFICIARIES Nothing contained herein aho|| create any ra|adonohip, contractual or othenwioe, with or any rights in favor of, any third party. 22 9.5 TERMINATION A. In the event that the CONSULTANT shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONSULTANT. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party thirty (30) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONSULTANT fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONSULTANT with seven (7) days' notice and provide the CONSULTANT with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONSULTANT, COUNTY shall pay CONSULTANT the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONSULTANT shall not in any event exceed the amount set forth in paragraph 7.1 Payment Sum. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon 30 days' notice to CONSULTANT. If the COUNTY terminates this agreement with the CONSULTANT, COUNTY shall pay CONSULTANT the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONSULTANT shall not exceed the amount set forth in Paragraph 7.1 Payment Sum. E. For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of(1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. F. For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or been engaged in business operations in Cuba or Syria, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 22 9.6 CONTRACT DOCUMENTS This contract consists of the Request for Proposals, any addenda, the Form of Agreement (Articles I-IX), the CONSULTANT'S response to the RFP, the documents referred to in the Form of Agreement as a part of this Agreement and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the one imposing the greater burden on the CONSULTANT will control. 9.7 PUBLIC ENTITIES CRIMES; DISCRIMINATORY VENDORS; ANTITRUST VIOLATOR VENDORS Pursuant to Sections 287.133, 287.134 and 287.137, Florida Statutes, the following restrictions apply to persons placed on the convicted vendor list, discriminatory vendor list, or the antitrust violator vendor list: Public Entity Crimes. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid, proposal or reply on a contract 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, or consultant 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. Discriminatory Vendors. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract 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 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. Antitrust Violator Vendors. A person or an affiliate who has been placed on the antitrust violator vendor list following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any contract to provide any good or services to a public entity; may not submit a bid, proposal, or reply on any contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a Grantee, supplier, subcontractor, or consultant under a contract with a public entity; and may not transact new business with a public entity. By signing this Agreement, CONSULTANT represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes) and has not been placed on the convicted vendor list, the discriminatory vendor list, or antirust violator vendor list. 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, CONSULTANT further represents that there has been no determination, based on an audit, that it or any subconsultant 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 CONUSULTANT has been placed on the convicted vendor list. 22 CONSULTANT will promptly notify the COUNTY if it or any subcontractor or subconsultant is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list, discriminatory vendor list, or antitrust violator vendor list. 9.8 MAINTENANCE OF RECORDS AND RIGHT TO AUDIT CONSULTANT shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of ten (10) years from the termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONSULTANT, the CONSULTANT shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. Right to Audit Availability of Records. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); back charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by County or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in County's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document (all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by County's representative and/or agents or the County Clerk. County or County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors, suppliers, and CONSULTANT representatives. All records shall be kept for ten (10) years after Final Completion of the Project. The County Clerk possesses the independent authority to conduct an audit of Records, assets, and activities relating to this Project. If any auditor employed by the Monroe County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Consultant shall repay the monies together with interest calculated pursuant to Section 55.03, F.S., running from the date the monies were paid to the Consultant. The right to audit provisions survives the termination of expiration of this Agreement. 9.9 GOVERNING LAW,VENUE, INTERPRETATION, COSTS,AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or 22 interpretation of this Agreement, COUNTY and CONSULTANT agree that venue shall lie in the 1611 Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.10 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONSULTANT agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.11 ATTORNEY'S FEES AND COSTS The COUNTY and CONSULTANT agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 9.12 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONSULTANT and their respective legal representatives, successors, and assigns. 9.13 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 9.14 CLAIMS FOR FEDERAL OR STATE AID CONSULTANT and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that effect the Project will be provided to each party. 9.15 ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions of paragraph 9.5 concerning termination 22 or cancellation. 9.16 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONSULTANT agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.17 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 VII 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 ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disabilities; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title Vill of the Civil Rights Act of 1968 (42 USC s.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 s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties hereto, or the subject matter of, this Agreement. As amended by Executive Orders 11375 and 12086, and the regulations issued pursuant hereto. 9.18 COVENANT OF NO INTEREST CONSULTANT and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.19 CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 22 9.20 NO SOLICITATION/PAYMENT The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it,to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONSULTANT agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.21 PUBLIC ACCESS. Public Records Compliance. The CONSULTANT must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and CONSULTANT shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and CONSULTANT in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the CONSULTANT. Failure of the CONSULTANT to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The CONSULTANT is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONSULTANT is required to: A. Keep and maintain public records that would be required by the County to perform the service. B. 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. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONSULTANT does not transfer the records to the County. D. Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the CONSULTANT or keep and maintain public records that would be required by the County to perform the service. If the CONSULTANT transfers all public records to the County upon completion of the contract, the CONSULTANT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONSULTANT keeps and maintains public records upon completion of the contract, the CONSULTANT shall meet all applicable requirements for retaining public records. All records stored electronically 22 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. E. 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 CONSULTANT of the request, and the CONSULTANT must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the CONSULTANT does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the CONSULTANT. A CONSULTANT who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The CONSULTANT 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 CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 4080 KEY WEST, EL 330400 PUBLICRECORDS(a),MONROECOUNTY-FL.GOV, (305)293-3470. 9.22 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONSULTANT and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9.23 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the 22 obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 9.25 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONSULTANT and the COUNTY agree that neither the CONSULTANT nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION CONSULTANT agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement. Signature of this Agreement by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 9.27 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.28 E-VERIFY SYSTEM Beginning January 1, 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E- Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095 9.29 ETHICS CONSULTANT warrants that he/it had not employed, retained or otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the County may, in its 22 discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 9.30 SUCCESSORS AND ASSIGNS The CONSULTANT shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.31 EXECUTION This Agreement may be executed electronically and shall be regarded as an original and shall constitute one and the same instrument of this Agreement. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, Clerk OF MONROE COUNTY, FLORIDA By: By: As Deputy Clerk County Administrator Date: (Seal) CONSULTANT Attest: BY: By: Title: Title: END OF AGREEMENT 31 ATTACHMENT A SCOPE OF SERVICES 1. Scope of Work 1.1 Objective The objective of this contract performance audit is to assess the contract compliance relating to the in-house operations of Visit Florida Keys.. This audit will evaluate compliance with the most recent scope of services as outlined in the First Amendment to Agreement For Executive Services for the Monroe County Tourist Development Council dated July 16t", 2025. The audit should include how well VFK is meeting their obligations, in alignment with the TDC's strategic goals for tourism promotion, marketing initiatives, and overall destination development as set forth in the scope of services. The audit will focus on ensuring that all contractual terms and financial responsibilities are being adhered to by VFK and that VFK is providing marketing oversight of its partners, including the Agencies of Record (AOR). 1.2 Project Description The selected vendor will perform a comprehensive contract performance audit of administrative and executive operations, marketing sales& promotion program services, governance support, financial oversight, and the documentation checklist for compliance. The purpose is to ensure accountability, value for money, and alignment with the DMO's objectives in promoting the destination. Further, the vendor will evaluate adherence to County's purchase ordinance found in Chapter 2, Article VI. Purchasing and Contracts, purchasing policies and procedures, the Tourist Development Council Operations Manual and Monroe County code Sec. 23-199- 23-200. The scope of the audit will cover the period of July 16, 2025 to current and include: • Review for Compliance of Administrative & Executive Operations: Review of office operations, personnel and staffing, policy implementation and adherence, record keeping and public records requirements, insurance and corporate compliance, audit requirements, strategic Destination planning & accreditation, sunshine and ethics training. • Review for Compliance of Marketing, Sales, & Promotion Program services (Not other contracted Agencies of Record): completion of the annual TDC Marketing Plan, contract performance of marketing oversight, including management of the agencies of record (AOR), public relations services, media buys, and asset management. An evaluation of adherence to the marketing performance reporting, which require for VFK to report on key performance indicators (KPis) and return on investment (ROI) for all marketing and advertising efforts by program area. • Adherence to Governance Support: review of public meeting administration, which include administrative support for all public meeting of the TDC, District Advisory Committees (DACS), Umbrella Advisory Committees and any other authorized TDC subcommittees, review and evaluate reporting by VFK of tourist related data and support and coordination of DAC and umbrella committees. • Financial Oversight Adherence: evaluate annual budget preparation and completion of TDC Annual Report, monthly reports of four penny revenue reports, and quarterly reports of expenditures etc. Evaluate development, management, coordination and oversight of all county/TDC grant agreements. • Conducting interviews with VFK/DMO staff, contractors, County Clerk's Office and 17 relevant stakeholders to gather information on contract compliance. • Identifying gaps, risks, and potential areas of non-compliance if applicable. • Providing recommendations to improve contract management processes and address underperformance if applicable. • Review procurement for adherence to the County's competitive bidding procedures (Sec. 2-234, purchasing policies and procedures and the Tourist Development Council Operations Manual. • Documentation Checklist for Compliance: The audit will verify that the following documentation is maintained, submitted and made available upon request: Administrative& Governance Documentation o Annual TDC Audit report (delivered to County) o Expenditure reports, at least quarterly o Current general liability and required insurance certificates o Annual corporate filings (e.g., Florida Division of Corporations, IRS Forms) o Records retention plan and sample records in compliance with GS I-SL schedule o Documentation of Sunshine Law, Public Records, and Ethics training for staff and TDC members o Meeting agendas, minutes and public notices for: • TDC Board meetings • DAC meetings • Umbrella committee meetings o DAC member vacancy notices, nomination forms, and appointment documentation Marketing, Programs & Assets Documentation o Approved annual marketing plan o Request for Proposals, Contracts and amendments with all Agencies of Record (AORs) o Documentation showing retention of all TDC/County-funded assets, including domain names, digital libraries, advertising and promotional assets and research/data dashboards Strategic Planning &Certification Documentation o Strategic Plan (every 3-5 years) o Destination Marketing Accreditation Program (DMAP) Certification Documents and Compliance (once attained, or document progress) o Crisis& Emergency Plan 18 Performance & Research Reporting Documentation o Monthly Four Penny (TDT) reports o Hotel performance metrics (ADR, Occupancy, RevPAR) o Short-term rental performance reports o Traveler sentiment and visitor perception studies o Economic impact and visitor spending studies o Board reports on KPis and ROI, including advertising performance, website performance and engagement, public relations outcomes, sales and international trade efforts, social media metrics Financial Oversight Documentation o Approved annual budget submitted to Monroe County o Documentation of all TDT-funded grant agreements 1.3 Deliverables The vendor will be expected to deliver the following: • Audit Work Plan--A detailed plan outlining the audit scope, methodology, timeline, and key focus areas. • Contract Compliance Audit Report--Report evaluating contract and scope of services which identifies contract compliance adherence, gaps, or risks. 0 • Recommendations and Corrective Action Plan--Actionable recommendations for improving vendor performance, enhancing contract monitoring, and strengthening accountability. This includes corrective action plans for any identified compliance issues. • Final Audit Report--A comprehensive final report summarizing the contract audit findings, recommendations, and an overall assessment of contract performance by VFK and management within the VFK. • Post-Audit Consultation--Meetings with VFK management to discuss the audit results and provide guidance on implementing the recommendations. 1.4 Roles and Responsibilities • Contract Performance Auditor Responsibilities: o Conduct an independent and thorough audit of the contracts as specified. o Develop and present audit reports and corrective action plan. o Ensure all information gathered during the audit is kept confidential and secure. o Provide strategic recommendations to improve contract performance and accountability. • DMO/VFK Responsibilities: o Provide timely access to contracts, financial reports, and performance data. o Facilitate interviews and information-gathering sessions with key staff and stakeholders. o Assign a point of contact to assist the auditor throughout the process. 19 o Review and respond to audit findings within agreed timelines. 1.5 Assumptions and Constraints • The DMONFK will provide full access to necessary documents and data within the agreed timeframes. • The audit will be conducted without disruption to ongoing DMO/VFK operations or campaigns. • The auditing process assumes that existing performance data and financial reports are accurate and up to date. 1.6 Acceptance Criteria The audit engagement will be deemed successful if: • The VFK contract has been reviewed for compliance. • Recommendations are made for performance improvement and risk mitigation if warranted. • The final audit report clearly outlines the value delivered by the VFK contract with the County and identifies areas for improvement if needed. • VKF leadership is provided with clear guidance on how to address underperformance if applicable, and strengthen future contract management. 2. Milestones The audit will be conducted over a 3-month period, in two phases, with the following key milestones: Week 1-2: Project initiation and kick-off meeting; develop Audit Work Plan. Week 3- 6: Conduct audit on the Administrative and Executive Operations, Governance Support, and Financial Oversight services and ensure the required documentation for each as listed in the scope of services is maintained. Week 7: Provide Audit Report of findings and recommendations. Week 8-10: Conduct audit on the Marketing, Sales& Promotion Program Services and ensure the required documentation for each as listed in the scope of services is maintained. Week 11: Provide Audit Report of findings and recommendations. Week 12 : Final consultation with DMO and County leadership to review findings and corrective action plans. 20 ATTACHMENT B COST PROPOSAL Project Budget � uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu ���IIIIIP°IIIIII � w,� iiq!!!!pIII II IIIIIIIIIIII�IIIIIIIIIIIIIIII IIIIIIIIII IIIII IIIIIIIIIIII IIIIIIIIII IIIII(IIIIII liiuiuu uiul IIIIII IIIIIIIIIIIIIII IIIIIIIIIIIIII�III olio IIIIIIIIII IIIIIIIIII�III III uuill IIIIIIIIII IIIIIIIII IIIIIIIIII IIIIIIIII IIIIIIIIIIIIIIIIIIIII IIIIIIII(IIIIIIIIII miu Partner $260 N/A Manager $195 N/A Senior Associate $145 N/A Associate $110 N/A *base hourly rate does not include "out-of-pocket"costs, such as travel, lodging, meals, supplies, etc. **Included in "fully loaded"hourly rate: lodging, per diem, and overhead Fee Breakdown ils Planning $20,950 Fieldwork $73,350 Reporting $10,480 Total $104,780 The total not-to-exceed amount of this contract is $104,780. 36 NON-COLLUSION AFFIDAVIT Denise Up2uner — of the city of alei h according to law on rny oath, and under penalty of perjury, depose and say that I am Partner of the Agency of Cher!y B rt IC ........._.....the Proposer making the Proposal for the project described in the Notice of Request for Competitive Solicitations for: CONTRACT MA PERFORNCE AUDITING SERVICES an exe d that I csited the said P osa ropi WfW iif fiu R,�r_i i; o-i-'dos"`oI and 1. The prices In this Proposal have been arrived at independently out collusion, consultation, communication or agreement for the purpose of restricting competition,as to any matter relating to such prices with any other Proposer or With any competitor; 2. Unless otherwise required by law,the prices which have been quoted in this Proposal have not been knowingly disclosed by the Proposer and will not knowingly be disclosed by the Propose( prior to Proposal opening, directly or,indirectly, to any other Proposer or to any competitor-, 3. No attempt has been made or will be made by the Proposer to induce any other person, partnership or corporation to submit, or not to submit, a Proposal for the purpose of restricting competition; and 4,. T'he statements contained in this affidavit are true and correct., and made with full know,ledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding agreements for said project, (Signature of(proposer) U, Z 0 2,('0 ...... ... ......... ............ ...... ...... .. ..... .. ......... ....... .... STATE OR Florida (Date) COUNT'YOF: Subscribed and sworn to(or affirmed)k�% ore me, bye means of physical presence or 0 online notarization, on (Date) by 15, C (name of affiant). HeIShe is nails kn9yvDJp=or has pr uced (type o identifi tjW aas �di�ilficafion. NOTARY PUBLIC My Commission Expir cl'� , 12. JEAK*Tf LOPEZ my cowasoN 0 A"11,3611 Z: EOWS:SeomW$2,M 27 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA warrants that helit has not employed, retained �r_otI;Wr �;e had act on hist-ft-'s'.b.ehalf any former County officer or employee in:,violation of Section 2 of 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 this provision the Co�unty may, in its discretion, terminate this Agreement without fiability 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 Co my officer or employee. ............. (Signature .) 7., (Date) STATE OF Florida COUNTY' OF Subscribed and sworn to affirme,d) before me, by means of E(physical presence or C.online notarization, on (X� Is _.(Date) by of affiant). He/She is p oo 'q known to s or ha K) I) OdUCed (type of identification)as In l�tlnrr. NOTARY PUBLIC My commission expires: imatrE LOM 28 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance m6th Florida Statute Section 287,087 hereby certifies that, Cherry f ekaer4,Advisory LLC hNarne of Business) t. Publishes 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„ .. informs employees about the dangers of drug abuse in the workplace,the business's policy of maintaining a drug-free workplace, any available drug couneetin , rehabilitation and employee assistance programs, and the penalties that may be imposed upon employees for drag abuse violations, . Given each employee engaged in providing the cornmodifies,or contractual services that are under Proposal a copy of the stater neat specified in Subsection 1.04. 4. in the statement specified in Subsection 1, notifies the employees that, as a condition of working on the commodities or contractual services that are under proposal,the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or noto 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 occurhng in the workplace no later than five (b), days after such conviction.. . Imposes 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. . Makes a good faith effort to continue to maintain a drug-free workplace through implementation of this Section. As the person authorized to sign the statement„ i certify that this Agency complies fully with the above requirements., p Signature gate STATE OR. Florida Subscribed and awo to (or affarrn'I flare me, by means of hyaical prese or 0'online notarization„ oni (date) byrw ;, (type of identification) as iden�raon rcati n, a name o aant , e��he is ait kno to Yy has Produced NOTARY PUBLIC My Commission Expires: 10"E Lem JEW MYC0WJ$SM*HH?13W 29 'A person or affiliate who has been placed on the convicted vendor list folloWing a conviction for public entity crime may tububmit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract vAth a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with any public entfty, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither Chen Bekaerl AdvL$0rY LLC (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months, (Signature) Date: — STATE O iodda COUNTY OF: I A kx� .......... Subscribed and!sworn to (or affirmed) before me, by means of 11?"p"�hysical presence or LJ online notarization, on �Aa,,,j (P -2-01L, ........-(date) b�:] , (nam,e of affiant), Fle/Sho is ,erson4 Uy_�DWn to me or has produoed wr (type of id en fificab on)'� ent—ific'-ai-t-ion, r............C,!p ...... ................... . ....... NOTARY PUBLIC My Commission Expires: JEWMLopa EXPRES:SepWrAw 12.M9 30 VENDOR CERTIFICATION OF SCRUTINIZED re: Scrutinized Companies Project Descripfion(s)� CONTRACT PERFORMANCE AUDITING SERVICES Respondent Verdor Name: Cherry Bekaert Advisory LLC Vendor FEIN: 88,-27308T7 Vendor's Authorized Representative Nan�ie and Title- Denise Lippuner- Partner Addres& 3,800 Glenwood Ave, Ste 200 City- Raleigh State- NC Zip: 27612 Phone Number. 703,584.0274 Email Address-, denise.lippuner@,cbh.com 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 2,15.4725, 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 Petroleum Energy Sector 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 Respondent, I hereby certify that the company identified above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,0,00,000 or more is not listed on either the Scrutinized Companies with,Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector 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, attorneys fees, andtor 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 Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified By: Denise Lippuner who is authorized to sign:, (xi behalf of the above referenced company. Authorized Signature:- eL4LL -�l Print Name: Denise Lippuner Title- Partner Note- The List are available at the folio ngi Department of Management Services Site- 31 AFFIDAVIT ATTESTING TO NON COERCIVE CONDUCT FOR LABOR OR SERVICES EntityNendor Name-, Cherry Bekaert Advisory LLC Vendor FEIN- 88-2730877 Vendor's Authorized Representodive- Denise Lippuner- Partner (Name and Tate) Address. 3,800 Glenwood Ave, Ste 200 City-, Ra4eigh p- 27612 State- NC zi Phone Number: 701584.0274 Emiail Address: denise.lippunerQd tn. coni As a, nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is re lunged to provide an affidavit under penalty of perjury attesting that Vendor 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 1. Using or threating to use physical force against any person; 2. Restraining, isoLiting, or confining or threating to restraini, 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 arvy person,, 6 Enticing or lurirg any person by fraud or deceit-, or 7. Providing a controlled substance as outlined in Schedule I or Schedule 11 of Section 893.03 to any person for the purpose of exploitation of that Iperson. As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified By: Denise Lippuner who is authorized to sign on behalf of the above referenced company, Authorized Signature. print Nztrrie: Denise LiMner Title. Partner 32 FOREIGN ENTITIES AFFIDAVIT F.S. 287.138 l, Denise Li,�urror , of the city of Raleigh according to law on my oath,and under penalty of perjury, depose and say that: a, I am Partner, Of the firm Of ..........._...-CE04"), the bidder making the Proposal for,the project 'Fw—ei in the Request for Proposals for Qofllract Pe'ampa Awitiog aervigas and that I executed the said proposal with full authority to do som b. The Entity is riot owned by the government of a foreign country of concern as defined in Section 287 138, Florida Statutes. (Source,§287,138,(2)(a), Florida Statutes); c� That government of a foreign country of concern does not have a controlling interest in Entity, (Source-, 287,138(2)(b), Florida Statutes)-, d. Entity'is not owned or controlled by the government of a foreign country of concern,as defined in Section 692,201, Florida Statutes. (Sourcw §288.007(2), Florida Statutes)„, a. Entity is not a partnership, association, corporation,organization, or other combknation of persons organized under the laws of or having its principal place of business in a foreign country of concern, as defined in Section 692,201, Florida Statutes,or a subsidiary of such entity,(Sourcw §288,007(2), Florida Statutes)" f Entity is not a foreign principal,as defined in Section 692.201, Florida Statutes.(Source 92.202(5)(a)(1), Florida Statutes); 91, Entity is in compliance with all applicable requirements of Sections 692,202,692.203,and 692,204,Florida Statutes, hi. (Only applicable if purchas4ig real property) Entity is not a foreign principal prohlbOod from purchasing the subject reW property Entity is either (a) not a person or entity described in Section 692.204(1)(a), Florida Statutes, or(b) authorized under Section 692,204(2), Florida Statutes,to purchase the subject property. Entity is in compliance wth the requirements,of Section 692.204, Florida Statutes. (Source.§§692.203(6)(a),692,204(6)(a),Florida Statutes) L The"ements contained in this aftlavit are true and correct, and made with fUll knowledge that Monroe County rehes upon the truth of the statements contained in this affid vit in awarding contracts ffo�r_;�dd din said project, (Signature) Dates U"2,-C)2("o COUNTY 017: A t cy( v, S ribed and s (or affirmed m ' )before e by means of�6hys, rcal presence or C1 online notarization, onbT' W"I (o, in _(date)by (name o a "ant), HelSte,is.,M cxially" qowrAajlxLor has produced (type of identification)as Identification, -------------�Nb TAR Y PUl 3LIC AAW"E LOPEZ 4 W CoMwMON#HK 7 f3591 My Commission Expires: 33 Respondent's insurance and Indemnification Statement Insurance Reauirement R uired Limits Worker's Compensation Statutory Limits Employer's Liability $500,000/$500,000/$5,00,000 General Liability $3,00,0,00 Combined Single Limit Vehicle Liability $300,000 Combined Single Limit per Occurrence,or if split limits, $200,000 per person, $300,000 per accident, and $100,000 property damage. Professional Li ability(E&O) $5,00,000 Occurrence/$1,000,000 Aggregate I DEMNIFICATION AND,HOLD HARMLESS FOR CONSULTANT AND SUBCONTRACTORS The CONSULTANT covenants and agrees to indemnify, hold harmless and defend Monroe County, its commissioners, officers, employees, agents and servants from any and all claims for bodily injury, including death, personal injury, andl property daimage, including property owned by Monroe County, and any, other losses,damages,and expenses of any kind,including attorney's fees,court costs and expenses,which arise out of, in connection with, or by reason of services provided by the CONSULTANT or any of its Subcontractor(s) in any fier, occasioned by the giro s negligence, err.m, or wrongful act or omission of the CONSULTANT, including its, Subcontractor(s) in any tier, their officers, employees, servants or agents. In the event fiat the completion of the project (to include the work of others) is delayed or suspended as a result of the CONSULTANT's failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the County from any and all increased expenses resulting from such delay. ShOUld any claims be asserted against the COUNTY by virtue of any defi6ency or ambiguity in the plans and specifications provided by the CONSULTANT, the CONSULTANT agrees and warrants that CONSULTANT shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. This indemnification shall survive the expiration or earlier termination of the Agreement, RESPONDENT'S STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply,in full with all the requirements. Cherry Bekaert Advisory LLB Respondent Name Signature 34 INSURANCE AGENT'S STATEMENT I have reviewed the above reqUirenients with the bidder named below. The following deductibles apply to the corresponding poky. POLICY DEDUCTIBLES See Insurance Certificates Below See Insurance C ertificates,Below fl'-oe IF irim rnaiir-Aaliens adequate hrisurance coverage to um the irieeds of the CourAy. We Ihave Ilcllacued our professbrial tiabllhity irmirairice w�th a riatiorial cairirlieir and our curreirit hiry,flts of coverage aresatisfactory for this e ir')gage meiri L Below acre ouir curreirit IpoIlliclies. 35 FDATE(MMIDD/YYYY) A�a CERTIFICATE OF LIABILITY INSURANCE 929r2025 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: Cherice Tracy Scott Insurance PHONE FAX 3900 Westerre Parkway,Suite 200 (A/C,No,Ext):804-545-2234 (AIC 1434-455-8524 Richmond VA 23233 ao RIESS ctracy@scottins.com INSURER(S)AFFORDING COVERAGE NAIC#,,, INSUReRA:Travelers Property Casualty Com any ofAmerica A+ 25674 INSURED CHERI INSURER B:The Charter Oak Fire Insurance Company A++ 25615 Cherry Bekaert Advisory Holdco, LLC; Cherry Bekaert Advisory, LLC Cherry Bekaert LLP;Cherry Bekaert International, Inc. INSURERc:Travelers Property Casualty Insurance Company 36161 Attn: Pam White INSURER D Travelers Casualty and Surety Company(A++) 19038 200 S. 10th Street,Suite 900 INSURERE: Richmond VA 23219 INSURER F COVERAGES CERTIFICATE NUMBER:1213785116 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 I TYPEOF INSURANCE ADDL LICY LICY SUBR PO EFF PO EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYYY MMIDDIYYVY B X COMMERCIAL GENERAL LIABILITY 6302X55382A-COF-25 10/1/2025 10/1/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE �OCCUR DAMAGES(RENTED PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE s 2,000,000 I "' X POLICY JjECT "' LOC PRODUCTS-COMPfOP AGG $2,000,000 OTHER. $ C AUTOMOBILE LIABILITY BA-2X557319-25-43-G 10/1/2025 10/1/2026 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)_________________ A X UMBRELLA I HX OCCUR CUP-2X557516-25-43 10/1/2025 10/1/2026 EACH OCCURRENCE $15,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE $15,000,000 DED X... RETENTION$ $ .... D WORKERS COMPENSATION UB-2X557842-25-43-G 10/1/2025 10/1/2026 X PER (TH- AND EMPLOYERS'LIABILITY YIN _____STATUTE_ _ER____ ANYPROPRIETOR/PARTNER/EXECUTIVE IN NIA E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 f yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. EVIDENCE OF INSURANCE AUTHORIZED REPR ENTATIVE O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 36 DATE(MMIDD/YYYY) ACORa CERTIFICATE OF LIABILITY INSURANCEFIll 10/31/2025 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: Cathy Kuehl Lemme,A Division of EPIC PHONE FAX 125 S.Wacker Dr. (A/C,No,Ext):847-385-6800_ (AIO,Ngj; Suite 3150 ao RIESS PSGCerts@lemme.com Chicago IL 60606 INSURER(SI AFFORDING COVERAGE NAIL# INSUReRA:MS Transverse Specialty Insurance 41807 INSURED CHERBEK INSURER B: Cherry Bekaert LLP Cherry Bekaert Advisory LLC INSURER C: 3800 Glenwood Avenue, Suite 200 INSUR R D Raleigh NC 27612 INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER:51955316 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 I TYPEOF INSURANCE ADDL CY SUBR POLI EFF PQLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYYY MMIDDIYYVY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE1:1 OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ POLICY a JECTPRO- POLICY PRODUCTS-COMP/OP AGG $ PRO- u OTHER. $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ _. _(Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY _(Per accident)_________________ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS I-B HCLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN _____STATUTE_ _ER____ ANYPROPRIETORIPARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ f yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability MSTAPL-00043 10/30/2025 10/30/2026 Each Claim $1,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Parties at Interest AUTHORIZED REPRESENTATIVE O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 37 DATE(MWDDIYYYY) Accwa CERTIFICATE OF LIABILITY INSURANCE 11" 1 10/31/2025 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 endorsements. PRODUCER NAME: Cathy Kuehl Lemme,A Division of EPIC PHONE FAX 125 S Wacker Dr WO,No. t 847-385-6800 IXC,Na: Suite 3150 ADDRESS: PSGCerts@lemme.com Chicago IL 60606 INSURERS)AFFORDING COVERAGE NAIL# INSURER A:Travelers Casualty and Surety Company 19038 INSURED CHERBEK INSURER B: Cherry Bekaert Advisory LLC 3800 Glenwood Avenue,Suite 200 INSURER C: Raleigh NC 27612 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:885816189 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 LC)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 SHf IWN MAY HAVE BEEN REDUCED BY PAID CLAIMS_ INSR ADDLISUBRI POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDDfYYYY MMPDMYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ LIAMAI rSFEN 11- CLAIMS MADEODOUR PREPERISES Ea acaimz�ice $ MED EXP QAny one person) $ PERSONAL&ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑JE P"COr LOC PRODUCTS-COMPIOP AGG $ OTHER AUTOMOBILE LIABILITY COMET INED SINGLE LIMIT $ Ea accideht ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY F AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB Id CLAIMS MADEAGGREGATE $ DED RETENTION$ I $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE I I ER ANYIPROIFRIETOR�PARTNERFEXECUTIVE EL EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? � NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,descrnbe under DESCRIPTION OF OPERATIONS helow E.L.DISEASE-POLICY LIM€r $ A Fiduciary Liability I Crime 107515868 10/30/2025 1013012i R Each Claim I Agg. $1,000,000 C:Each Claim $1,000.,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) 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. Parties of Interest AUTHORIZED REPRESENTATIVE Is>1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 38 May 1, 2026 jl U, r u a I i {R Il v I "u ( IPIR.01POSAIL FOR CONTRACT PIERIFORIMAINCIE AUIDIFTENG SIERVIMIES Monroe County, Florida ---------------------------------------------------------------------------------------------------------------------------------- ise Uppuner Partner, Cherry Bekaert Advisory LL Government&Public Sector Risk Advisory Leader : 703.584.074 ------------------- uui uplluui uca ,llll tiro mi . com on skean Iilllllilo Your Guide Forwani ON ..Cherry������� ������� ������ F��da �� �~ .~=~ ` Proposal -�, Contents ExecutiveSummary........................................................................................................................................1 RelevantExperience.......................................................................................................................................3 Past Performance on Similar Projects..........................................................................................................8 Proposed Approach and Methodology.......................................................................................................11 Staffing for this Project&Qualifications of Key PemsonneL----------------------.13 References from Previous Clients..............................................................................................................2O ProjectBudget..............................................................................................................................................21 RequiredInformation....................................................................................................................................23 Forms.............................................................................................................................................................25 Submission Response Form........................................................................................................................25 Non-Collusion Affidavit ------------------------------------------.27 EthicsClause................................................................................................................................................28 Drug-Free Workplace Form..........................................................................................................................2S Public Entity Crime Statement ---------------------------------------3O Vendor Certification re: Scrutinized Companies..........................................................................................31 Affidavit Attesting to Non-Coercive (F.S. 7870S2)......................................................................................32 Foreign Entities Affidavit -----------------------------------------'33 Respondent's Insurance and Indemnification Statement.............................................................................34 Insurance Agent's Statement.......................................................................................................................35 Appendbx-Contract Terms for Negotiation...............................................................................................39 0N..Cherry Bekaert Proposal for Monroe County, Florida Executive Summary The Proposer shall provide a narrative of the firm's qualities and capabilities that demonstrates how the firm will work with the County to fulfill the requirements of this Project. The Proposer shall describe the composition and structure of the firm (sole proprietorship, corporation, partnership,joint venture) and include names of persons with an interest in the firm. May 11, 2026 Monroe County Office of Purchasing and Administrative Oversight 1100 Simonton St., Suite 2-213 Key West, FL 33040 Dear Evaluation Committee Members: Cherry Bekaert Advisory LLC (Cherry Bekaert or the Firm) is pleased to submit this proposal to Monroe County, Florida (the County)for Contract Performance Audit Services for Visit Florida Keys (VFK). With the right professional services partner, the County, Monroe County Tourist Development Council (TDC), and VFK can strengthen transparency, accountability, risk management, operational efficiency, and public trust through evaluation of compliance with the First Amendment to the Agreement for Executive Services dated July 16, 2025, and applicable purchasing ordinances. Our approach aligns with the County's defined scope and phased milestones, including development of an Audit Work Plan, execution of a two-phase compliance review across administrative, governance, financial, and marketing functions, and delivery of interim and final reports with actionable recommendations and corrective action plans. We will work closely with County leadership, the TDC, and VFK through a structured governance and communication framework with defined contacts, regular status updates, and milestone-based deliverables, ensuring alignment, transparency, and timely issue escalation. Cherry Bekaert has prior experience supporting Monroe County, providing familiarity with its governance structure, operations, and expectations for transparency and accountability. This enables efficient alignment with County priorities and applicable ordinances and policies governing the TDC and related entities. We will maintain full independence and objectivity in accordance with applicable professional standards. We are one of the largest public sector audit and advisory firms in the U.S., combining hands-on government experience, proven methodology, and specialized expertise. Cherry Bekaert is structured as a national advisory and attestation firm, enabling both local responsiveness and access to subject matter specialists. We bring extensive experience delivering risk advisory and attestation services, including risk assessments, internal auditing, operational, performance and compliance audits, internal control assessments, grant compliance, IT auditing, and financial statement audits. Our approach is collaborative and risk-based, emphasizing verification of contractual compliance, evaluation of operational performance, and adherence to County ordinances, policies, and statutory requirements. We will coordinate with County departments, the TDC, the Clerk's Office, and VFK to obtain documentation, validate processes, and deliver a comprehensive, balanced assessment. We deliver value through an efficient, tailored audit approach supported by disciplined project management, including detailed scheduling, milestone tracking, and proactive risk identification to ensure timely completion. Our approach assesses value for money, strengthens accountability, and aligns VFK operations with the County's strategic tourism objectives. We align with County audit protocols where appropriate while maintaining independence, and apply experience in regulated environments—including Sunshine Law, public records, ethics, and governance requirements—to meet the transparency and accountability expectations established for the TDC. To help organizations leverage their systems of internal control to better manage risk, enable growth and promote sustainable operations, we bring the depth and breadth of expertise and seasoned resources required to: ii, Conduct effective risk assessments over financial, operational, compliance and reporting risks ii, Perform risk and control diagnostics designed to evaluate the maturity of internal controls over key risks ii, Validate the sufficiency of internal control design and operating effectiveness pu Assure the adequacy of governance, risk management and control processes NNCherry ��O% �����r� ������� ������ �o�da �� .~ .=°�^ ~ Proposal -�� � Assist management ho embed risk management and internal control into anoq]anizetion'sculture � Develop targeted, risk-based audit plans to make the best use of internal auditing resources � Conduct internal audits and/or advisory services desired by organizations � Analyze operations and determine opportunities boimprove efficiency, effectiveness and adaptability � Evaluate performance reporting pnm*tices, including the use mf key performance indicators (KP|m) and return on investment(ROI) measures for marketing and promotional activities, to assess whether reported outcomes align with contractual expectations and strategic objectives. � Properly administer and maintain compliance with Federal funding while maximizing effective expenditure These capabilities will be directly applied to the VFK contract performance audit to evaluate compliance, assess operational effectiveness, and identify opportunities tVenhance accountability and value for the County. Furthermore, we are committed tm delivering value beyond compliance and advisory services. Our focus extends beyond identifying findings to providing actionable, prioritized recommendations aligned with the County's operational and strategic objectives. We understand that meaningful insigh1a, improvements, and efficiencies contribute directly to your success. You can expect proactive cmmmunicmtimn, industry-focused guidanoe, and strong account management tm consistently meet and exceed expectations. VVe offer the bench strength and proven expertise needed to deliver this engagement in accordance with the County's high standards. Our Firm's size and structure support continuity and provide direct access to experienced leadership, while our right-sized team model aligns senior expertise with skilled staff to ensure e#imient, cost-effective delivery. This approach enables um to maintain qum|ity, drive efOcienoy, and provide a forward-looking perspective through active leadership involvement. Firm Information Limited Liability Company-3'OOD+ Employees In= Cherry Bekaert is owned by its 230+ equity partners. A full list can be provided upon request. For purposes of this RFP. Denise Lippunervvi|| serve as the Firm'n authorized representative with authority to enter into agreements. Conclusion Finally, and most importantly, our Firm'a vision iutomake a difference for our people and our clients. This includes building and nurturing strong relationships between our professionals and our clients based on trust, mutual respect, uncompromising integrity and a shared passion for excellence in all that we do. We commit tm continuing tm build a mutually-beneficial relationship with the Cmuntyand offer the experience and professional expertise of our top talent for your benefit. Thank you for your consideration of our proposal. |f you have any questions or would like additional information, please feel free to contact us directly. Sincerely, Cherry Bekaert Denise Uppuner Partner, Cherry Bekaert Advisory LLC Government&Public Sector Risk Advisory Leader P: 703.584.0274 0M..Cherry Bekaert Proposal for Monroe County, Florida Relevant Experience The Proposer shall provide a project history of the firm demonstrating experience with projects that are similar in scope and size to the proposed Project. About Cherry Bekaert Ranked among the largest assurance, tax and advisory firms in the U.S., Cherry Bekaert provides guidance and support that helps our clients move forward to reach their organizational goals. "Cherry Bekaert" is the brand name under which Cherry Bekaert LLP and Cherry Bekaert Advisory LLC, independently owned entities, provide professional services in an alternative practice structure in accordance with applicable professional standards. Cherry Bekaert Advisory LLC is not a licensed CPA firm. Cherry Bekaert LLP is a licensed CPA firm that provides attest services, and Cherry Bekaert Advisory LLC and its subsidiary entities provide business advisory and non-attest services spanning the areas of transaction advisory, risk and accounting advisory, digital solutions, cybersecurity and tax. We exercise a deliberate curiosity to know our clients' industries and work collaboratively to create shared success. For more details, visit /f!,flSd(-)SU11'I:::, For more than 75 years, clients have relied on Cherry Bekaert to guide them forward. We provide digitally-driven, industry-aligned advisory, assurance and tax services, leveraging practical knowledge and proven experience to help clients meet their financial, operational, regulatory and strategic goals and objectives. With multidisciplinary industry practices, Cherry Bekaert offers the full range of accounting and advisory services you would expect from a Big 4 firm, tailored to privately-or publicly-held middle-market companies, Not-for-Profits and local, state and quasi-governmental organizations. Clients choose us because we understand their unique challenges and growth opportunities, and afford them with the depth of knowledge, resources, experience and dedication to service they need. 011111111 0111110 11111111111 11111111111 1� 3000+ 230 $7641A Em1p NIA yees Firmwide a r,t I�,"i e s CY2025 t,Jet Fees Ranked a Top U.S. Accounting Firm 55 s ice Off + by Accounting Today and Inside Public Accounting Serving+ 75 Clients Across the Years in Member o AMnial Global,the Zild largest accouraing and consulting U.S.and Internationally Business assodiation in the world,reprQsentul by over 270 rroern�,,)er f[rim in I2 cwiilt€ Mh a combiCied reveme d S6.76B+ (I.................................................. N S I D I accountingToDAY \e�ult bl i c occo,nfin�� Besl of accountingTODAY ACCIDUNRING Accausxtirr 0 J ni 0 0 2026 I qk! # 6 Headquartered in Raleigh, North Carolina, Cherry Bekaert serves clients across industries in all 50 U.S. states and internationally. With more than 3,000 associates and 55+ offices nationally, we have the depth of experience and specialized talent to address any financial situation and offer the highest caliber of personal attention, responsiveness and accessibility that our clients expect and deserve. 3 NNCherry ��O% �����r� ������� ������ �o�da �� .~ .=°�^ ~ Proposal -�� Our experienced professionals know how to apply the best practices of accounting and business to the County and can offer guidance through rapid growth and times mf accelerated change. Let usbeYour Guide Forward by delivering on our commitments tm superior client service through: Attention tm Detail and Efficient, Business- Value-Driven ��u�|i�� ��' Practical Guidance Relationships Outstanding service qualifications High levels mf senior level Streamlined, focused attention on amplified by our commitment to involvement, continuity wYservice your strategic, operational and prioritize your business and provide professionals and industry-focused financial objectives practical and timely support consultation wna year-round basis Risk Advisory Practice Public sector organizations face unique challenges including legislative requirements, political priorities, public demands for transparency, and limited resources--all mf which can be addressed with effective risk management. However, many public sector organizations do not have sufficient internal function in place to respond to prevailing risks, evaluate compliance, and perform needed oversight demanded by both taxpayers and regulators. Cherry 0mkmert's Risk Advisory practice helps organizations like the County leverage their system of internal control to improve accountability, using customized risk management solutions, industry insights and innovative tools tailored tm your objectives. We bring our clients nearly three decades of experience in risk management, assessment and evaluation of internal controls and processes, regulatory compliance, corporate governance, accounting operations and information security. neady 200 Risk &Cyber Professionals Our RAS professionals lmve served as .......... providing internal audit, controls, risk CFOs, Controllers,CAEs, CAOs and nianagerrient, SOX/regulatory cornpliance, Internal Audit Directors and cyber compliance &advisory services IfffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffI professionals Firm-wide carry one CISS P, CFE, etc.), including over 60% have Big Four Accounting experienc' 0 our RAS practice Established partnership with Surall-ink - Competitive rates and cost"effective ir o M all proposed team members have familiarity solutions to meet your budget and with the secure on-line document request specific needs tool We protect public assets, drive compliance and increase taxpayer confidence with risk advisory services to support the unique needs of both large and small governmental organizations. These services and prior engagements directly align with the County's requirements to evaluate contract compliance, governance, financial practices, and marketing performance for VFK. including assessment ofKP|e. R(J|, and adherence to applicable ordinances and contractual provisions. � Entity-wide & process-level risk assessment 1111, Enterprise performance � Financial, performance, operational, and special 11111, Corporate governance consulting project audits 1111, Regulatory compliance and fraud risk assessment 4 0N �w�� ������� ������� ������ F��da �� �~ .~=~ ` Proposal -�� � Organizational effectiveness Efficiency and cost improvement analysis � Audit cJmnning, program rmvaw, and training Internal audit co-sourcing and outsourcing � Process improvements and optimization Regulatory compliance specialties, including: � System mf internal control design & implementation o Sarbanms-Ox|my4O4(b) and 4O4(a) � Policies and procedure development n FDIC/[)CC � Internal control design evaluation Enterprise data ono|yticsand reporting � Internal control operation testing � Forensic accounting and investigation support � Cybsr and Privacy Risk Assessments 11111, Contractual & Third-Party Requirements � Penetration Testing o S{)CRepmding � Social Engineering o |SO27DO1. 277Oi. 27O17 � Vulnerability Scanning (nmtwmrk. web, mobile) o CPNPNC and N|ST8QO-171 � Cloud and ()n-Pnum Security Architecture o N|STCSF and N|ST8DO-53 � Security Configuration Assessments o H|TRUSTCSF � Cybmramourity Due Diligence o Payment Card Industry (PC|-U88) � Regulatory Compliance RanmomvvmraReudinemm � Privacy and Cyber(GDPR. CCPA' SEC Cyber Identity and Access Management Disclosure) Business Continuity and System Resiliency � 0mnhinA (FF|EC. GLBA. NY0FS) Incident Response and Threat Hunting MENEENEEMNEEMENEM 11, Fraud risk assessment and control review 11111, Contract audit and dispute analysis � Internal review discovery services � Fraud training � Forensic accounting Fraud control maturity � Fraud investigation � Grant Organizational Strategic Assessment, 11111, Finance and Accounting Processes Maturity Fundmr Identification and Grant Application Writing 11111, Indirect Cost and Cost Allocation � Uniform Guidance Compliance Grant Management Gap and Opportunity Analysis � Grant Administration Solutions Subnmcipiont Monitoring � Internal Controls Review and Development Single Audit and External Audit Readiness Representative Relevant Project Experience The following examples highlight Cherry Bekaert's experience performing engagements similar in scope, complexity, and objectives tu the Contract Performance Audit Services requested bythe County: County Government Contract Compliance and Performance Audit Performed m contract performance audit for a large Florida county evaluating compliance with contractual terms, procurement requirements, and governance practices for a tourism-related entity. Assessed administnaUve, financia|, and operational processes; conducted stakeholder interviews; and delivered e comprehensive report with actionable recommendations to strengthen oversight, accountability, and performance monitoring. 5 ONO%Cherry Bekaa t Proposal for Monroe County, Florida Tourism and Economic Development Organization Review Evaluated the effectiveness, efficiency, and compliance of a publicly funded tourism and marketing organization. Reviewed contract adherence, performance metrics (KPIs/ROI), and alignment with strategic objectives. Delivered recommendations to enhance transparency, reporting, and value for public funds. Government-wide is Assessment and Internal Audit Program Conducted an enterprise-wide risk assessment and developed a risk-based audit plan addressing governance, financial management, procurement, and compliance risks. Performed audits and advisory services to evaluate internal controls, operational effectiveness, and regulatory compliance. While not a contract performance audit, this work demonstrates our experience assessing governance, financial management, and procurement environments within county governments, which directly informs our ability to evaluate contract oversight and compliance. Contract Audit/Vendor Performance Evaluation Conducted an independent evaluation of vendor compliance with contractual requirements, including service delivery, performance reporting, and financial accountability. Assessed adherence to contract terms, validated supporting documentation, and identified opportunities to strengthen monitoring and oversight practices. Procurement and Ordinance Compliance Review Evaluated procurement practices for compliance with local purchasing ordinances and policies. Assessed contract administration procedures, documentation, and internal controls, and provided recommendations to enhance transparency, consistency, and compliance with regulatory requirements. Performance and Efficiency Audit Performed a performance audit evaluating program effectiveness, operational efficiency, and alignment with strategic objectives. Provided actionable recommendations to improve service delivery, accountability, and resource utilization. Representative Clients The following client list represents a sample of our risk advisory and internal audit experience in the last five years, specifically for the public sector. We helped these organizations leverage their system of internal control to better manage risk and compliance and promote sustainable operations. Abilene Christian University, Texas pu Lander University, South Carolina pu Alliance Health, North Carolina ii, Lipscomb University, Tennessee Anne Arundel County, arylan pu Loudoun County, Virginia Augusta-Richmond County Consolidated ii, Metropolitan Transportation Commission, Government, Georgia California Bronxville Union Free School, New York pu Metropolitan Washington Airports Authority, District Broward County Clerk of Courts, Florida of Columbia Broward County Public Schools, Florida ii, Middlesex Water Company, New Jersey Cabarrus County, North Carolina ii, Monroe County, Florida Cape Fear Public Utility Authority, North Carolina ii, Moore County, North Carolina Care Resource Community Health Centers ii, Morehouse School of Medicine, Georgia Incorporated, Florida ii, National Renewable Energy Laboratory, Colorado Central Florida Regional Transportation Authority, pu NC Board of Examiners for Engineers and Florida Surveyors Central Piedmont Community College, North pu NC Central University Carolina pu NC Department IT, North Carolina Chicago Transit Authority, Illinois po NC Department of Environmental Quality pu Circuit Engineering District 3 (CED 3), Oklahoma ii, NC Department of Justice 6 ONO%Cherry Bekaa t Proposal for Monroe County, Florida Circuit Engineering District 7 (CED 7), Oklahoma lu NC Department of Natural and Cultural Resources City of Alexandria, Virginia lu NC Department of Public Instruction City of Asheville, North Carolina u^ NC Department of Public Safety City of Citrus Heights, California ii, NC DHHS Division of Health Benefits City of Fayetteville, North Carolina I'll, NC Housing Finance Agency City of Greensboro, North Carolina ii, NC Senior Living Association City of Hampton, Virginia lu NC Department Military and Veteran Affairs City of High Point, North Carolina lu NC Office of the State Auditor City of Pensacola, Florida lu NC Department of Transportation lu City of Santa Ana, California ii, NEBF Investments, District of Columbia City of Suffolk, Virginia lu enewable Water Resources, South Carolina lu City of Wilmington, North Carolina ii, Rhodes College, Tennessee lu Collegiate School, Virginia lu ichland County, South Carolina Columbia County, Georgia lu Salvation Army- Florida Divisional Headquarters Community Housing Partnership of Williamson lu Sandhills Center for Mental Health, Developmental County, Tennessee Disabilities, and Substance Abuse Services, North Converse University, South Carolina Carolina County of Chesterfield, Virginia ii, Santee Cooper, South Carolina County of Prince William, Virginia ), Sarasota County School Board, Florida County of Roanoke, Virginia ii, Sherman College of Straight Chiropractic, Inc., Cumberland County, North Carolina South Carolina District of Columbia Water and Sewer Authority(DC ii, South Florida Water Management District, Florida Water) luSouthern California Association of Governments, Durham County, North Carolina California EDA of Front Royal Va. &Warren County, Virginia lu Spokane County, Washington Elon University, North Carolina Spotsylvania County, Virginia Fairfield-Suisun Sewer District, California I^ Suwannee County, Florida Fayetteville Public Works Commission, North The City of Rapid City, South Dakota Carolina ii, Town of Cary, North Carolina Florida Department of Commerce luTown of Wake Forest, North Carolina Forsyth County, North Carolina luTrillium Health Resources, North Carolina Fulton County Georgia, Georgia luUNC Chapel Hill Office of University Counsel, Granville County, North Carolina North Carolina Granville-Vance District Health Department, North University of Georgia Carolina luUniversity of South Florida Alumni Association, Greater Raleigh Convention &Visitors Bureau, North Florida Carolina ii, Virginia Department of Taxation, Virginia Greenville-Spartanburg Airport Commission, South ii, Wake County Register of Deeds, North Carolina Carolina ii, Wake Tech Community College, North Carolina lu Hernando County School District, Florida I^ offord College, South Carolina Indian River County, Florida 7 0M..Cherry Bekaert Proposal for Monroe County, Florida Past Performance on Similar Projects The Proposer shall provide a list of past projects indicating the following: ®Name of the project client ® Scope of Work of the project ®Date of initiation and completion of the project Cherry Bekaert has extensive experience conducting performance audits, operational assessments, and risk-based evaluations for state agencies, counties, municipalities, and public authorities, including engagements performed in accordance with Government Auditing Standards (Yellow Book)and statutory audit requirements. Our work evaluates economy, efficiency, effectiveness, program design, alternative service delivery, performance measurement, reporting accuracy, and compliance with applicable laws and policies—directly aligning with the scope and research tasks required in the County's F . Our experience also includes evaluating performance measurement practices, including key performance indicators ( Is) and return on investment (ROI), to determine whether publicly funded marketing and program activities achieve intended outcomes and align with strategic objectives. The following representative engagements demonstrate experience comparable in size, complexity, subject matter, statutory context, and reporting rigor. These engagements reflect our ability to evaluate compliance with contractual agreements, procurement requirements, and performance expectations central to the County's objectives for the VFK contract performance audit. Collectively, this experience demonstrates our ability to conduct independent contract performance audits that assess compliance with governing agreements, evaluate operational and financial effectiveness, and deliver actionable recommendations that enhance transparency, accountability, and value for public funds. City of Gastonia, North Cherry Bekaert conducted a comprehensive performance and operational audit of Carolina the City of Gastonia's procurement function. The engagement evaluated the Performance/Operational efficiency and effectiveness of procurement processes, program design, and internal Audit controls, including compliance with procurement policies, contract administration practices, and applicable ordinances. November 2024-June 2025 Our work included current-and future-state assessments aligned with the City's planned ERP implementation, benchmarking against peer governments, and review of procurement policies, procedures, and practices. The engagement included stakeholder interviews, document review, and control evaluation to support evidence-based findings. Results were documented in formal reports and presented to executive leadership, demonstrating our ability to deliver clear, actionable recommendations aligned with government performance audit expectations. North Carolina Office of Under the authority of the North Carolina Office of the State Auditor, Cherry Bekaert the State Auditor performed a countywide performance audit of Columbus County focused on Performance Audit of budgeting, spending practices, and financial operations. The audit evaluated Columbus County economy, efficiency, internal controls, and compliance with legislative requirements across procurement, payroll, travel, cash receipts, and disbursements, including June 2025- November 2025 review of contract-related expenditures and procurement practices for compliance with governing requirements. The engagement included document review, stakeholder interviews, transaction testing, and internal control evaluation, with findings supported by sufficient, appropriate evidence in accordance with Government Auditing Standards (Yellow Book). Results were communicated through a formal audit report with actionable recommendations, demonstrating experience aligned with the County's required audit rigor and reporting expectations. 8 0M..Cherry Bekaert r oral for Monroe County, Florida North Carolina Office of Cherry Bekaert conducted a statutory performance audit of the North Carolina Office the State Auditor of Recovery and Resiliency (NC ), which administered CDBG-DR disaster Performance Audit of the NC recovery funds. The audit evaluated program effectiveness, internal controls, Office of Recovery and budgeting, payment processes, and compliance with federal and state requirements, Resiliency including oversight of third-party vendors and contract compliance associated with program delivery. March 2025- October 2025 Our team reviewed homeowner and business claims, contractor payments, funding allocations, and governance structures to identify inefficiencies, control gaps, and potential misuse of funds. The engagement assessed program design, transparency, and accountability, with conclusions supported by detailed analysis and documented evidence. Results were presented in a formal report with actionable recommendations, demonstrating experience aligned with performance audit and contract compliance objectives comparable to this engagement. Northrolina Department Cherry Bekaert performed a formal risk assessment and multiple targeted of Public Safety( ), performance and compliance audits of NCO 's Housing Opportunities and Office of Recoveryand Prevention of Evictions (HOPE) Program. These engagements evaluated program Resiliency( ) design, intake controls, applicant eligibility, third-party and vendor risk, contract Risk Assessment&Internal compliance, oversight practices, performance monitoring, and compliance with U.S. Audits Treasury requirements. December 2021 - December Each engagement included document review, stakeholder interviews, and analysis 2023 of program operations and controls. Results were documented in formal reports with clearly defined findings, ratings, and prioritized recommendations, and were presented to executive leadership. This work demonstrated our ability to evaluate contract compliance, operational effectiveness, and governance practices, and to deliver structured findings consistent with public sector audit standards.. Fulton y, Georgia Cherry Bekaert conducted a comprehensive procurement performance review for Procurement Performance Fulton County, evaluating compliance with federal, state, and county procurement Review requirements, operational efficiency, transparency, and governance practices. The engagement included assessment of contract compliance, vendor performance June 2023-April 2024 monitoring, and adherence to procurement ordinances and policies. Our work evaluated whether procurement procedures were appropriately designed and consistently executed, benchmarked practices against peer governments, and assessed controls for safeguarding public funds. The engagement included stakeholder interviews, documentation review, and control analysis, with results communicated through formal reporting and actionable recommendations. This work reflected direct experience evaluating procurement operations and contract compliance in a county government environment. 9 00,,Cherry Bekaert Proposal for Monroe County, Florida North Carolina HousingCherry Bekaert performed performance audits and contract compliance reviews for Finance Agency ( ) the North Carolina Housing Finance Agency, focusing on housing finance and Enterprise Risk Assessment vendor-managed programs. These engagements evaluated program design, and Performance Audits statutory and regulatory compliance, internal controls, data integrity, and fraud risks, with a specific focus on vendor contract management, compliance monitoring, and May 2015- May 2024 reporting practices. Our work included detailed review of policies, procedures, program operations, and vendor oversight processes to assess compliance, transparency, and accountability. Engagement results were documented in formal reports with actionable recommendations, demonstrating experience assessing contract administration, performance measurement, and regulatory compliance in a public sector environment. City of Richardson, Texas Cherry Bekaert conducted a performance and risk assessment of the City of Capital Projects Richardson's capital project financial and administrative management. The Management Performance engagement evaluated financial controls, reporting to governing bodies, staffing, Assessment interdepartmental coordination, and use of technology, including assessment of project-related contracts, reporting practices, and alignment with performance June 2023- May 2024 expectations. The review included document analysis, stakeholder interviews, and benchmarking against leading practices, culminating in a gap analysis and prioritized recommendations. Results were delivered through formal reporting designed to improve transparency, operational effectiveness, and accountability in capital program management. 10 0N..Cherry Bekaert Proposal for Monroe County, Florida Proposed Approach and Methodology The Proposer all describe the approach and methodology it will use to accomplish the or defined herein. Approach and Methodology Cherry Bekaert will conduct this engagement as an independent contract performance audit of Visit Florida Keys (VFK) in accordance with Government Auditing Standards(Yellow Book). Our approach is specifically tailored to the County's defined scope and is designed to evaluate compliance with the First Amendment to the Agreement for Executive Services dated July 16, 2025, as well as applicable Monroe County purchasing ordinances, policies, and the TDC Operations Manual. Our methodology applies a risk-based, evidence-driven approach to assess contract compliance, governance, financial management, and marketing performance. The audit will evaluate whether VFK activities align with contractual requirements, County ordinances, and strategic objectives, and will identify opportunities to enhance transparency, accountability, and value for public funds. Audit Structure and Phasing Consistent with the County's requirements, we will execute the audit in two phases: Administrative, Governance, and Financial Compliance Evaluation of administrative functions, governance structures, financial management practices, procurement and contracting activities, and compliance with County ordinances, policies, and the TDC Operations Manual Marketing, Sales, and Promotional Performance Assessment of marketing and promotional activities, including evaluation of key performance indicators (KPIs), return on investment(ROI), and alignment of reported outcomes with contractual requirements and strategic objectives Each phase will include defined procedures, interim reporting, and validation with County and VFK stakeholders to ensure accuracy and completeness of results. Audit Procedures Cherry Bekaert will perform the following procedures to support a comprehensive and defensible assessment: Conduct kickoff meetings and develop a detailed Audit Work Plan outlining scope, procedures, timeline, and deliverables lu Perform stakeholder interviews with County leadership, TDC representatives, VFK personnel, and other relevant parties lu^ Review contracts, amendments, procurement records, policies, procedures, financial data, and performance reports lu Evaluate internal controls over financial management, procurement, contract administration, and reporting processes li, Perform compliance testing against contractual requirements, County purchasing ordinances (Chapter 2, Article VI), applicable code provisions, and the TDC Operations Manual lu Assess governance structures, roles, and oversight practices supporting VFK operations lu Analyze financial activity, budgeting, expenditures, and resource allocation for consistency with contractual and strategic expectations Evaluate marketing performance, including Is, ROI measures, and reporting accuracy lill Benchmark practices against peer entities and industry best practices to identify improvement opportunities Develop findings supported by sufficient and appropriate evidence, including condition, criteria, cause, effect, and recommendations lill, Conduct validation meetings with management to confirm factual accuracy and practicality of recommendations 11 0N..Cherry Bekaert Proposal for Monroe County, Florida Data and Evidence Our work will be supported by qualitative and quantitative analysis of relevant data, including financial records, transaction data, contracts, procurement documentation, policies and procedures, performance reports, and publicly available information. Data will be obtained from County systems, VFK records, and other relevant sources. To ensure data reliability and sufficiency, we will: ii, Corroborate information across multiple sources ii, Reconcile key data elements to supporting documentation ii, Assess internal controls over data collection and reporting ii, Apply sampling and testing procedures consistent with Government Auditing Standards Any limitations or assumptions identified will be transparently disclosed in audit reporting. Project Management and Reporting Cherry Bekaert will employ a structured project management approach to ensure timely completion of all deliverables within the County's required timeframe. This includes detailed scheduling, milestone tracking, and regular communication with County leadership. Deliverables will include: ii, Audit Work Plan ii, Interim reports aligned to each audit phase ii, Final Contract Performance Audit Report ii, Actionable recommendations and corrective action considerations ii, Post-audit consultation to support implementation and follow-up Throughout the engagement, we will maintain proactive communication, provide regular status updates, and promptly address County inquiries to ensure transparency and alignment with expectations. Standards and Benchmarks Audit procedures and conclusions will be based on: ii, Government Auditing Standards (Yellow Book) ii, Applicable Florida Statutes, including s. 212.055(l 1) ii, Monroe County ordinances, policies, and procedures ii, Tourist Development Council Operations Manual I'll, Relevant contractual requirements ii, Recognized frameworks such as COSO Internal Control—Integrated Framework ii, Peer benchmarking and industry best practices for public sector governance, financial management, and marketing performance These standards will ensure that conclusions are objective, well-supported, and aligned with the County's expectations for transparency, accountability, and decision-making. 12 0N..Cherry Bekaert Proposal for Monroe County, Florida Staffing for this, Project & Qualifications of Key Personnel The Proposer all include a list of the proposed staff that will perform the work required if awarded this contract. The Proposer shall also include qualifications for each employee of the project team and identify his/her role on the team. The Cherry Bekaert team proposed for this engagement brings specialized expertise addressing the financial, operational, and compliance requirements of the County and VFK. Our team consists of experienced public sector professionals with extensive experience serving counties and governmental entities, supported by deep subject-matter expertise in contract performance auditing, procurement compliance, governance, and regulatory requirements. Our personnel hold a range of relevant professional certifications, including Certified Public Accountant(CPA), Certified Government Financial Manager(CGFM), Certified Internal Auditor(CIA), Certified Fraud Examiner(CFE), Certified Government Auditing Professional (CLAP), Certified Information Systems Auditor(CISA), and other credentials supporting financial, operational, and compliance-focused engagements. Each engagement team is purposefully structured to align with the specific scope, risks, and requirements of the VFK contract performance audit, including evaluation of contractual compliance, procurement practices, governance, and performance reporting. We employ a right-sized staffing model that integrates senior leadership oversight with experienced professionals to ensure quality, efficiency, and continuity throughout the engagement. Cherry Bekaert is committed to providing timely and responsive support, including regular status updates, coordination with County leadership, the TDC, and VFK personnel, and prompt response to time-sensitive requests. The proposed team will remain actively engaged throughout the duration of the project, and all work will be performed by Cherry Bekaert professionals without subcontracting. Proposed key team members include: Denise Lippuner- Partner Engagement Partner Adriane McCoy- Manager Audit Manager Rachel Drishinski -Senior Associate Audit Senior Marshal Pennock- Senior Associate Audit Senior Emily Abrell - Senior Associate Audit Senior Please see below for detailed biographies. 13 010,,Cherry Bekaert Proposal for Monroe County, Florida Y�f Denise i Partner, Cherry BekaertAdvisory Government u lie Sector Risk AdvisoryLeader CPA: Maryland - 0015608, Virginia-41352 s the State and Local Risk Advisory Leader at Cherry Bekaert, Denise brings more than 35 years of experience in assisting organizations predict, prepare, protect, manage and respond to risk through the development and implementation of holistic and innovative solutions. In addition to assisting organizations with developing and implementing internal control, risk management and grant management programs, she assists agencies with performance audit, internal audit, audit readiness and remeiation activities with an eye towards improving financial and operational process. Denise began her career with the Government Accountability Office (GAO) performing pre-CFO Act audits. This experience led to a desire to help public sector organizations improve financial and risk management processes, both as an auditor and as a consultant. Prior to joining Cherry Bekaert, she was a partner at a large firm and a global technology company, responsible for leading their Public Sector Risk Advisory practices. Education a iicaie s B.S. in Accounting, Virginia Tech Certified Public Accountant(CPA) Certified Government Financial Manager(CF ) Focus Areas luRisk Assessment Services lu Internal Audit& Controls lu Performance Audits l^ Enterprise Risk Management lu Financial Accounting and Reporting lu^ Grants Management and Compliance lu Audit Readiness and Remediation lu Fraud, Waste and Abuse Investigations li^ Risk Advisory Professional u i Involvement lu Association of Government Accountants lu National Grants Management Association 14 010,,Cherry Bekaert Proposal for Monroe County, Florida 11 Adriane D. McCoy Manager, her Bekaert Advisory LLC Government& Public Sector is Advisory Services Adriane has over 25 years of experience in integrated government auditing. Some examples of these audits have included performance audits of governmental entities in several industries such as federal state, county and city government agencies. She has provided these services through direct hire internal audit roles within these entities as well as through public accounting internal audit services. She has led several multidisciplinary risk-based internal audit engagements specifically focused on conducting performance and program audits to evaluate the effectiveness of operations and compliance with statutes, laws and regulations, contractual agreements and third-party relationships. Adriane has managed internal audit engagements specifically focused on the accomplishment of program goals such as efficiency and effectiveness. The audit objectives for the performance audits included assessments of key performance indicators ( Is)to determine whether programs were managed in accordance with industry standards, regulatory requirements and best practices. Her advisory experience includes the development of KPI programs needed to appropriately monitor program performance. The scope of the compliance audits that she has conducted include identifying risks within public sector entities and evaluating internal controls over vendor management policies, processes and procedures, identifying contractual content that should be included in agreements, recommending performance measurement criteria used to assess vendor contract compliance and evaluating monitoring procedures to ensure financial integrity within service provider contracts. In support of contract compliance activities, she has recommended improvement opportunities in operations such as business process design and reengineering, policies and procedures development, monitoring and tracking tools, change management and communications solutions for engaging with oversight entities. The results of these audits have supported Boards of Directors as well as senior leadership in achieving their strategic goals and objectives, while ensuring an effective and efficient internal control environment needed for enhanced performance and positive compliance audit results from external regulators. Education & Certifications I'll, Master of Science in Cybersecurity— ePaul University, Chicago, Illinois ii, Bachelor of Science in Operations and Accounting Minor— De Paul University, Chicago, Illinois ii, Certified Internal Auditor(CIA) ii, Certified Government Auditing Professional (CGAP) ii, Certified Fraud Examiner(CFE) ii, Certified Anti-money Laundering Specialist(CAMS) ii, Certified Information Systems Auditor (CISA) ii, Certified Financial Services Auditor(CFSA) ii, Certified Sarbanes Oxley Expert (CS OE) Focus Areas ii, Develops audit programs to ensure the objectives properly include the scope of city, county, state and federal performance audits. I1111, Evaluates program results relative to program mission, effective performance and cost considerations, legal and regulatory compliance and economic impact and management of events. 15 ON..Cherry Bekaert Proposal for Monroe County, Florida ii, Performs operational business process assessments for policies, processes, procedures development and contract compliance. ii, Prepares reports for governing bodies to ensure proper transparency and details to support effective governance. ii, Conducts physical security assessments to determine whether appropriate safety measures have been implemented. ii, Develops appropriate and effective internal control recommendations to mitigate organizational risks. ii, Evaluates third party risk management to advise on enhanced internal control activities. li Reviews regulatory requirements and develops compliance review programs. ii, Advises management on proper fraud policies, processes, and program development. I1111 Identifies performance benchmarking criteria used in planning audit objectives and key indicator reviews. ii, Supports management in developing effective and efficient policies, processes and procedures. ii, Performs inventory audits to determine whether management has implemented proper asset management processes and financial reporting controls. ii, Verifies whether management has established proper purchasing policies, processes and procedures. Professional Involvement ii, Institute of Internal Auditors (II A) I'll, Association of Certified Fraud Examiners (ACFE) ii, Association of Certified Anti-Money Laundering Specialists (ACAMS) ii, Information Systems Audit and Control Association (IS CA) ii, Association of Government Accountants (A A), Membership Director ii, American Institute of Certified Public Accountants (AICPA) ii, Infra and National Members Alliance (I A) 16 0N..Cherry Bekaert Proposal for Monroe County, Florida , Rachel Drishinski Senior Associate, Cherrya aAdvisory LLC Government is Sector Risk Advisory Services Rachel has over 15 years of accounting and internal audit experience. She has performed assurance, compliance, performance and operational audits as well as conducted fraud, waste and abuse hotline investigations. acel's responsibilities include conducting fieldwork and investigations; conducting interviews and walthrous; reviewing policies and procedures as well as supporting documentation; performing testing; evaluating business activities, including both internal and external controls, and accounting records to assess risks, materiality, tax issues, and areas of improvement; preparing and documenting audit findings on workpapers and presenting findings to clients; and writing formal reports expressing the audit findings, issues, and risks. Education a iicati s S in Accounting, University of Phoenix and Brigham Young University— Idaho Focus Areas I^ Compliance Audit ii, Performance Audit I^ Operational Audit ii Risk Assessment Services Iu Internal Audit Iu Risk Advisory Iu Accounting Advisory Iu Fraud, Waste and Abuse Investigations Professional iInvolvement Iu American Institute of Certified Public Accountants (AIC A) Iu Institute of Internal Auditors (II ) Iu Association of Government Accountants (A GA) 17 0N..Cherry Bekaert Proposal for Monroe County, Florida �1 Marshal Senior ss ciae, Cherry BekaertAdvisory LLC Government& Public Sector Riskvisor a ices Marshal has over 10 years of experience including 5 years of government auditing. He has led an expansive range of compliance assessments, program evaluations, and performance audits for federal and state entities in accordance with Yellow Book standards. Marshal's responsibilities include assessing internal operations and program effectiveness, evaluating program achievements against goals and objectives, understanding how legislation and regulations impact programs and resources, and developing methods to assess internal controls and program risks. e also has extensive experience in writing professional audit reports for public stakeholders, delivering presentations on audit findings to various agencies, analyzing data to summarize program findings, interviewing stakeholders, and recommending ways to address risk and improve program efficiency. Education a ificaio s Iu Master of Public Administration, Evans School of Public Policy&Governance, University of Washington Iu Bachelor of Arts in Political Science, University of Washington ii, Certified Fraud Examiner(CF ) Focus Areas Iu Performance Audit Iu Internal Audit& Controls ii, Governance, Policy& Procedures I^ Operational Audit Ii^ Risk Advisory Iu Program Compliance Assessments IuRisk Assessment Services Iu Fraud, Waste and Abuse Investigations Professional o iInvolvement Iu Association of Certified Fraud Examiners (AC ) 18 0M..Cherry Bekaert Proposal for Monroe County, Florida Ici Emily Senior ssci e, Cherry BekaertAdvisory LLC Risk Advisory Services Emily serves as a Risk Advisory Senior Associate of Cherry e aert's Government and Public Sector( S)advisory team, which helps state and local government and public sector organizations transform and modernize their work. In this capacity, she engages in internal audits to increase the efficiency and effectiveness of operations of GPS organizations. Emily has over four years of government auditing experience, including performance audits, regulatory compliance inspections, program evaluations and agile products. Additionally, Emily possesses knowledge of and experience in applying the Government Accountability Office's Yellow Book standards, and the Council of Inspectors General on Integrity andEfficiency's Blue Book and Silver Book standards. Prior to joining Cherry Bekaert, Emily served as a Management Analyst of an Office of Inspector General in an independent federal agency. In this role, Emily conducted engagements relating to health and safety, research security, and mandated work.Additionally, Emily has written reports to present findings and recommendations for submission to the public and additional stakeholders, such as Congress. Education a iicatio s B.M in Music Education, Christopher Newport University M.A. in Teaching, Christopher Newport University Focus Areas Ii^ Agile Products Iu Environmental, Social, and Governance ( S ) u�^ Fraud, Waste and Abuse Detection Iu Inspections and Evaluations Iu Internal Audit Services Iu Performance Audit IuRisk Advisory Services Iu Sustainability 19 ON..Cherry Bekaert Proposal for Monroe County, Florida References from Previous Clients ®Name and full address of the referenced project client®Name and telephone number of client contact for referenced project The best indicator of our ability to serve clients in a professional yet personalized manner is the outstanding reference provided by our clients. Provided are some of our references served by members of your engagement team. We can provide additional references if needed. We encourage you to call any of the individuals listed and ask them about our services and experience. Fulton County, GA 141 Pryor St. SW, Atlanta, GA 30303 Anthony Nicks, County Auditor P: 404.612.4000 E: City of Gastonia, NC 181 S. South Street, Gastonia, NC 28052 Michael Peoples, City Manager P: 704.866.6717 E: City of Richardson, TX 2360 Campbell Creek Blvd. Suite 550, Richardson, TX 75082 Herman Chavez, CPA, Controller P: 972.744.4062 E: Ilrcrulian dqavez@cpEgpy 20 0M..Cherry Bekaert Proposal for Monroe County, Florida Project Budget Proposer shall use a format like the sample shown below, withleast as much detail. The titles of persons working on this project and the hourly rates shall be listed. No travel is expected to pa or ese services. However,please include rates for both. Any other expenses not included in these hourly rates shall be itemized at the bottom. In addition, the proposer will include an estimated e r the scope of work, broken down by each milestone. e recognize the importance of selecting a professional services provider that is both highly qualified and cost- effective. Accordingly, our fee structure has been developed to deliver value while supporting the continuation of a mutually beneficial, long-term relationship with the County. Our fees are based primarily on the time required to perform the services at established billing rates. In determining our fees, we also consider factors such as the complexity of the engagement, the level of expertise required, applicable deadlines, and the experience of the personnel assigned to the work. uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu III IIIIIIII �. IIIIIIIIIIIIIII IIIIIIIIII�II�IIIIIIIIIIIII� IIII�IIIIIIIII III�II Illlllllliiiuuu Illlllluuu IIIIIIIIIIIIIIIIIIIIIII lII cull IIIIIIIIIIIIIIII @I�IIIIIIII ��� IIIIIIIIIIII uulll IIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIII�IIII��III uuu Partner $20 /A Manager $195 N/A Senior Associate 145 N/A Associate 110 N/A base hourly rate does not include "out-of-pocket"costs, such as travel, lodging, meals, supplies, etc. "Included in "fully loaded"hourly rate:lodging, per diem, and overhead $104, 780 Fee Breakdown by Milestone Planning $20,950 Fieldwork $73,350 Reporting $10, 80 Total $104,780 Critical ss i s &AdditionalDetails lu The County and VFK will provide timely access to all relevant documentation, including contracts, financial records, procurement files, policies, reports, and system data necessary to perform the audit procedures. lu Key personnel from the County, TDC, VFK, and other stakeholders will be available for interviews, walkthroughs, and validation meetings in accordance with the agreed audit schedule. Iui The audit scope will cover the period identified in the RFP (beginning July 16, 2025, to present), unless otherwise directed by the County. lu The scope of work will be limited to the requirements outlined in the RFP and contract, including evaluation of the First Amendment, applicable ordinances, and specified functional areas, unless formally amended. 21 ON..Cherry Bekaert Proposal for Monroe County, Florida ii, Data provided by the County and VFK is assumed to be complete and accurate. Any limitations in data availability, quality, or system access may impact analysis and will be disclosed in reporting. ii, The County will designate a primary point of contact to facilitate coordination, document requests, and communication throughout the engagement. ii, The County will provide timely feedback on the Audit Work Plan, interim reports, and draft final report to support adherence to the project timeline. li This engagement is a performance/contract compliance audit and does not constitute a financial statement audit or attestation engagement, unless otherwise specified. ii, The engagement will rely on information voluntarily provided; procedures will not include investigative or enforcement authority beyond standard audit practices. ii, Applicable laws, ordinances, and contractual requirements will remain materially consistent during the engagement period. ii, The audit will rely on existing County and VFK systems, reports, and data extracts; no system implementation or data reconstruction is assumed. ii, All work will be performed remotely. li, Cherry Bekaert will invoice the County on a monthly basis using the above rates based on actual hours worked. I'll, Please Note: "Cherry Bekaert" is the brand name under which Cherry Bekaert LLP and Cherry Bekaert Advisory LLC, independently owned entities, provide professional services in an alternative practice structure in accordance with applicable professional standards. Cherry Bekaert Advisory LLC is not a licensed CPA firm. Cherry Bekaert LLP is a licensed CPA firm that provides attest services, and Cherry Bekaert Advisory LLC and its subsidiary entities provide business advisory and non-attest services. For more details, visit cbh.com/disclosure. The estimated fees assume the conditions described above. If these assumptions are not met, the project schedule and/or level of effort may be impacted, and Cherry Bekaert will coordinate with the County to address any resulting changes. 22 0001I.Cherry Bekaert Proposal for Monroe County, Florida Required Information printout of the "Detail Y Entity Name"screen from e Pro poser's listing In www.sunbiz.org Our Sunbiz (Division of Corporations) proof of registration is below: 1p rg �" . . . ,;� ,r , Qhv inn of C;rL,mo tl2 / .>casnLP C2oten cl!s / �.by Lr IHy—N,-]—r Le / Detail by Entity Nears Foreign Limited Liability Company CHERRY BEKAERT ADVISORY LLC Filing Information Document Number M22000010348 FEI/EIN Number 88-2730877 Date Filed 07/05/2022 State DE Status ACTIVE Principal Address 3800 GLENWOOD AVENUE,SUITE 200 RALEIGH, NC 27612 Mailing Address res 3800 GLENWOOD AVENUE,SUITE 200 RALEIGH, NC 27612 RegisteredAgent Name&.Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE,FL32301-2525 Authorized Person(%)Detail Name&Address Title AUTHORIZED PERSON THOMPSON, MICHELLE L. 3800 GLENWOOD AVENUE,SUITE 200 RALEIGH, NC 27612 Title MEMBER Cherry Bekaert Guarantor LLC 3800 GLENWOOD AVENUE,SUITE 200 RALEIGH, NC 27612 23 ON..Cherry Bekaert Proposal for Monroe County, Florida Customer references(minimum oft ree), including name, current address and current telephone number This information has been provided in the References from Previous Clients section. 24 00111I.Cherry Bekaert Proposal for Monroe County, Florida Forms Si II ResIpi(,Ynse RESPONSEFORM RESPONSE TO: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS I acknowledge receipt of Addenda No.(s) 'I and 2 1 have included. Proposal Z Non-Coflusion Aftidavit__�,/ Ethics Clause__S/_ Drug-,Free Workplace For,m Public Entity Crime State meat—_X/L Vendor Certification re, Scrutinized Comp aril es__)/ Affidavit Attesting to Non-Coercive (F.S, 787,,062) Foreign Entities Affidavit V Respondent's Insurance and Ind emi nification Statement Insurance Agent's, Statement Request for Waiver of Insurance Requirements N/A In addition, I have included a current copy of the following professional licensesand business tax receipts, Cherry le Advisory LL C's Authority to Transact Business in the State of Florida (Check mark items above, as a reminder that they are included.1 Mailing Address, 3800 Glenwood Ave, to 200 (919)7824040 Telephone- Raleigh, NC 27612 Fax., (919)783-0976 Date, May 11,202 94 6 Signed, ...... 'Witness" (Seat) Denise Lope (Name) Partner( `ftle) 25 ON..Cherry Bekaert Proposal for Monroe County, Florida * -1 State of Flortaa Department f State I ceftif�r from the records of this office that CHERRY BEKAERT ADVISORY LLC is a Delaware limited liability company authorized to transact business, in the State of Florida, qualified on July 5, 2022. The document number of this limited liability company is M22000010348. I ftirther certify that said limited liability company has Paid all fees due this office tbrougji,December 31, 2024, that its most recent anniud report was filed on February 15, 2024, and that its status is active. I fiullier certify that said lintited liability company has not filed a Certificate of Withdrawal. Giren under W ho?id and the Greal&eal of lite State of Florida at Tallahassee,the Capital,this the Tnvzi4A -serond day of 31qi,, 2024 Secwtafy Oj*861te Tratking Number:4845181354CU To authenticate this certificate.,cisit the fotloning site,euter this nutubtr,and them follow tht instructions displayed. 26 001111111liCherry Bekaert Proposal for Monroe County, Florida IIII 0 iii t 4 I S 0 1 ill ff"ida'111AI NON-COLLUSION AFFIDAVIT Denise Li ureter of the city of Rani according to Isom on my oath, and under penalty of perjury, depose and say that.- I am, .. Partner the Agency of Cherry kumW1.t. ......the Proposer making the Proposal for the prqlect described in the Notice of Request for Competitive Solicitations for: CONTRACT PERFORMANCE AUDITING SERVICES _aind that I executed the said Proposal mrith full Tu iho�tt�'i o_jo'=so, �r_nc f_ I. The prices in this Proposal have been arrived at independently Vrithout collusion,, consultation, communication or agreement for the purpose of restricting cornpotition,as to any matter relating to such prices with any other, Proposer or with any coma tor„ 2. Unless otherwise required by law,the prices,which have been quoted in this Proposal have not been knowirigly disclosed by the Proposer anid will not knowingly be disclosed by the Proposer prior to Proposal opening, directly or, indirectly, to any other, Proposer or to any competitor; 3. No attempt has been made or will be made by the Proposer to, induce any other person, partnership or oorporation to subirrilt, or not to submit, a Proposal for the purpose of restricting competition', and 4 The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the staternents wntained in this affidavit in awarding agreements for said project, (Signature of Proposer) C�),2, ... .... ............... .... ....... . .......... ......... STATE OF: Florida (Date) COUNTY OR Subscribed and sworn to or affirmed)b,1fore me, by means of 511"Physical presence or n- online notarization,, on u)2-U 1111 (Date) by he 411 (narne of affiant). He/9 is Q#T294V krrow#'1kQ,Me or hay '-iozoa—ed (type or_kijr"Ufication) as ...................... NOTARY PUBLIC My Commission Expires,: JE"TTE Lope HH 71301 Wcomma" EXpoES.SooemWr 12,,M, 27 00111I.Cherry Bekaert Proposal for Monroe County, Florida QIaLlse ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIwww DA .qhery Bekaeft Ady" LLC warrants that hel it has not employed, retained "�r_othw se had act—on ii—W-its behaff any former County officer orernployee in viol afion of Section 2 of Ordinance No. '10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990, For I)reach or,violation of this, provision 'the County imay, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct frorn the Agreement or purchase price, or otherwise recover, the full amount of any fee, Commission, percentage, gift, or consideration pa,id to the former County officer or employee, ........ (�igna...t uire) ... ................................. 51(017_0 2- ...................I................ ...... (Date) STATE OF Florida COUNTY OF Subscribed and sworn to affirtned') before me, by rnearis of Elph nce ysicai preserve or Ll Pura notarization, on Mt7T! ..........................._(Date) by 'k p of affiant), He/She is A�jq,p y nown to m s ot �_o,r as p ,oduce(j of identification)as tru"mt tar . NOTARY PUBLIC My commission expires: 4, E,Low 30 F 11 1 * 28 00111I.Cherry Bekaert Proposal for Monroe County, Florida o iiidi IIIp IIII IIII iiii iii DRUG-FREE WORKPLACE FORM The undersigned vendor r in accordance with Florida rida Statute Section 287.087 hereby rtifi that, Cherry rt Advisory LLC lea of 9umne 1. publishes a statement nofifying employees that the unlawful manufacture, distribution, dispensing, possession,n„ or use of e controlled substance is pru hibiteA in tt* workplace and specifying the actions that will be taken against employees for violations of such prohibition. . informs employees about the dangers of drug abuse in the workplace,e„the business„ policy of maintaining e drug-free workplace, any availab4e drug counseling, rehabilitation end employee assistante prograrris, and the penalties that may be imposed upon employees for drug abuse violations. . Gives each employee engaged in providing the commodities or contraCtUal services that are under proposal ru copy of'the statement specified in Subsection 1.04. 4,, In the statement spectfied in SUbse ti un 1, notifies the employees that, as e condition of working on the commodities or contractuM services that are under Pr,oposall,the empioyee YAII abide by the terms of the statement and vAll notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (FloridaStatutes) r of any controlled substancelaw of the Unfted States or any state„ for e vWation occurring in the workplace no later than five to drys after,such conviction.. 5m Imposes a sanction on, or require the satisfactory participation in, e drug abuse assistance or rehabilitation pro earn it such its available in the employee's community, or any employee who is so convicted„ w. Makes a good faith effort to continue to maintain a drug-free wwoplace through implementation of this Section. As the person authorized to sign the statement, i certify that this Agency complies fully with the above reuiremruents" r � " U proa rm Signature « Date S°f 17E F'. Florida COUNT �. urbsr"ub ,end a n to fora ummr ed before m"e„ by means of �ph sical presence p!esence or„0'online notariz t n„ on � �"a' � .�� (doe) by L narne of It known to or has produced (type of identification as identi u"cat una NOTARY PUBLIC My Commission Expires: JEWIrTE ILM27 W ? . 1 gurus,Sopkmba 12.2029 29 00,1111Cherry Bekaert Proposal for Monroe County, Florida QrlhII ie Stat&rrwnl� oil icki tf'* "A person or affillate who has been pis cod on the convicted vendor list folloyimg a conviction for public entity crime may riot submit a bid on a contract to provide any goods or servioes to, a public W4, may not submd a bid on a contract with a public entity for the,construction or repair of a public building or public work, may not submit bids on leases of real property to public enbty, may inot be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract �Mthi any pubhc en*, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 mionths from the date of being placed on the convicted vendor, list." I have read the above and state that neither, Cher 2 Bekaert Adv,%Ory LLC (Rospondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. ol A- ........... .... ........ (Signature) Date- 41 STATE OF: Florida COUNTY()F, Subscribed and sworn to (or,affirmed) before me, by moans of 64jhy sly cal presence or LJ online notarization, f fflant en'.... ALIY-Kawito mee or has produ,Z� (name o a : Hi _�........ _mqw (type of idenfification)a's identification,, e............." 2 NOTARY PUBLIC My Commission Expires: N A OP'Z OPU '.4 MY COMMOM#INAH4 711301 "Pa 1 2M, 12'z 2M X "I L sANEVU 30 0011I.Cherry Bekaert Proposal for Monroe County, Florida CertIficatIari IIIr "IIII" " IIII Ill IIIIiiil ii w Conl�parlIIIes VEN�DOR CERTIFICATION OF SCRUTINIZED re: Scrutinized Companies Project Description(s)- CONTRACT PERFORMANCE AUDITING SERVICES Respondent Vendor Name. Cherry Bekaert Advisory LLC Vendor FEIN- 88-2730877 Vendor"s Authorized Representative Name and Title: Denise Lippuner- ParIner Addres;S: 3800 GlenWood Ave, Ste 200 City: Ra$eigh State NC zip: 276,12 Phone Number, 701584.0274 Email Addres& deniseAppuntrAcbti.com Section 287.135, Florida Stakites, probibds a company from bidding on, submitting a proposalfor, or entering into or, renewing a contract for goods or services of any amount if, at the time of contracting or irenewal, the company is on the Scrutinized Companies that Boycott Israel List,, created pursuant to Section 2,15,4725, Flonda 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 Petroleum Energy Sector Lists whiich 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 behaff of Respondent, I hereby,certify,that the conipany identified above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in 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 Petroleum Energy Sector 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, attomey's fees, anid/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 Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified By.- Denise Lippuner who is authorized to sign onehalf of the ablove referenced company. Authorized Signature: hl""I"..4 Print Name-. Denise Lippun r Tftle: Partner Note: The, List are available at the follovAng Department of Management Services Site: r information/ccawicted- su IL)e�nded di�scriniiri�,ato�com)l�.iiiits�vetido�r lis�its 31 00111I.Cherry Bekaert Proposal for Monroe County, Florida AttesllkJhll if] 1,oi Illlw� III 1'111oer&�vei 111 AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES EntilyNendor Name- Cheirry Bekaert Adviso[y LL,C 'Vendor FEIN 88-2730877 Venclor's Authorized Representative- Denise Lippuner- Partner (Name and Title) Address- 3800 Glenwood Ave, Ste 200 W.rrM.rrrrrrrrrM�rr City. Raleigh Zip: 27612 State: NC Phone Number 703,51,84 D274 Email Address: deniselippunerQdAcorn As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of pegury attesting that Vendor 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. I. Using or threating try Use physical force against arry persay 1 Restraining, isolating, or confining or threating to r,estr,ain, isolate, or confine any person without lawful authority and against her or his will,, 1 Using lending or other credit methods to estabFish 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 Baas reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectivety limited and defined-, 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport visa, or other immigration dociurnent, or any other actual or purported government identification docurnent, of any person,� 5. Causing or threating to cause financial harrn to any person-, & Enbcing or Wring any person by fraud or deceit„ or T Providing a controlled SUbstance as outlined in Schedule I or Schedule 11 of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behaff of Vendor, I certify under penalties of perjury that Vendor does not use coercion for Li� bor or services in accordance with Section 787,06, Additionafty, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified By: Denise Lippuner who is authorized to sign on behalf of the above referenced company. Authorized Signature- Pnnt Name: Denise LoWner Title- Partner 32 0011I.Cherry Bekaert Proposal for Monroe County, Florida o iiiriw ld in All'"fidavll FOREIGN ENTITIES AFFIDAVIT F.S. 287.138 of the city of Raleigh according to to on my oath, and under penalty of perjury, depose and say that, a. I am Partner Of the firm of ---(iEntity"),the bidder making the Proposal for the project esc,gibed in the Request for Proposals for Contract Performance AUWtpg,a1CX�=- and that I executed the said proposal with full authority to do so,, b, The Entity is not owned by the government of a foreign country of concern as defined m SWson 287.138, Rwida StaNdes, (Source,,§287.138(2)(a), Florida Sta nude s); c, he govemirrient of a, foreign country of concem does not have a controll4ig interest in Entity. (Source: 287 1 38(2)(b), Florida Statutes)« d. Entity is not owned or controlled by the government of a foreign country of concern,as defined in Section 692,201, Flohda Statutes. (Source� §28&007(2), FWida S,tatutes);, e. Entity is not a partnership, association, corporation,organization, or other combination of persons orpnized unider, the laws of or having its principal place of business in a foreign country of conoern, as defined in Section 692.201, Florida Statutes,or a subsidiary of such entity, (Sourcw §288,007(2), Florida SW,tjtfA)i f. Entity is not a foreign principal,as defined in Section 692,201, Rxida Statutes.(Source: §692,202(5)(a)(1), Florida Statutes); 91, Ent4 is in compliance with all appircable requirements of Sections 692,202,692.203,,and 692,204,Florida Statutes. h. (Only applicable, if purchasing real property) Entity is not a foreign principal prohibited from purchasing the subject reai property, Entity is either(a) not a person or entity described in Section 692.204(l)(a), Florida Statutes, or (b) authorized under Section 692,204(2), Florida Statutes,to purchase the subject property, Entity is in compliance with the requirements,of Section 692,204, Honda Statuites. (Source §§692.203(6)(a),692,204(6)(a)ll Florida Swutes) i, The statements contained in this affidavit are true and correct, and made with Ul krimledge that Monroe County refes upon the truth of the staternents contained in this aff�iddvvd mi awarding contracts for said project, (Signature) Date, 'S , Lp 10 2.Co STATE 017 Florida COUNTY OF: S�Trbed and sw3Z(or affin-ned)before me, by means of 0 V�ical presence or 13 online notarization,on Z (date)by He/She isp.e rRWq.JarnQfar has produced (type of identification)ris Werifification, N '",,NOTARY PU I IC My Cornmission Expires w 33 00,11Cherry Bekaert Proposal for Monroe County, Florida hhI�isi ur&niciin,B &I'Iid IIIrl lid e ni,i n c a�ti o n SUA,�!Nrr Ilu e n I Respondent's Insurance and Indemnification Statement Insurance Realuirement Real it Limits Worker's Compensation StatUtory Limits Employer's Liability $500,000/$500,0,00/$5010,000 General Liability Cl Combined Single 11i Vehicle Liability $300,000 Combined Single Limit per Occurrence,or if split Ismits, $200,000 per person, $300,000 Amer accident, and $100,000 property damage. Professional Liability(E&0) $500,000 Occurrence/$1i,000,000 Aggregate IDEMNIFICATION AND HOLD HARMLESS FOR CONSULTANT AND SUBCONTRACTORS The CONSULTANT covenants and agrees to indemnify, hold harmless and defend Monroe County, its commissioners, officers, employees, agents and servants from any and all clanns for bodily injury, including death, Ip rsonal injury, and property darnage, including property owned by Monroe County, and any other losses, damages,and expenses of any kind,including attorney's fees,court costs and expenses, which arise out of, in connection wah, or by reason of services provided by the CONSULTANT or any of its Subcontractor(s) in any tier, occasioned by the gross negligence, err or wrongful act or ormission of the CONSULTANT, including its Subcontractor(s) in any tier, their officers, empllo,yees, servants or agents. In the event that the completion of the project to include the work of others) is delayed or suspended as a, result of the CONSULTANT's failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONSULTANT, the CONSULTANT agrees and warrants that CONSULTANT shall hold the County harmiless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the Count)(s behalf. The extent of liability is in no way limited to, redUced, or lessened lay the insurance requirements contained elsewhere,within this agreement, This indemnification shall survive the expiration or earlier termination of the Agreement, RESPONDENT'S STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply in full with aill the requirements. ma Cherry Bekaert Advisory LLC .............. Respondent Marne Signature 34 0N..Cherry Bekaert Proposal for Monroe County, Florida Agent's INSURANCE AGENT'S STATEMENT I have reviewe(J the above reqUiremei)ts with the bid(Jer named Wow. The following (JedUctibles apply to the corresponding policy, POLICY DEDUCTIBLES See Insurance Certificates Below See Insurance Certificates Below The Firm maintains adequate insurance coverage to meet the needs of the County. We have placed our professional liability insurance with a national carrier and our current limits of coverage are satisfactory for this engagement. Below are our current policies. 35 001111111111111iCherry Bekaert r l for Monroe County, Florida A� CERTIFICATE OF LIABILITY INSURANCE FDAT9(Z9Zo25YY) 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' Cherloe Tracy Scott Insurance PHONE I FAX 3900 Westerre Parkway,Suite 200 (AIC,No,Ext):804-545-2234 INC,No):434-455-8524 E-MAIL Richmond VA 23233 ADDRESS ctracya@scottins.com INSURERS)AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty Company ofAmerica A+ 25674 INSURED CHERR 2 INSURER B:The Charter Oak Fire Insurance Company(A++) 25615 Cherry Bekaert Advisory Holdco, LLC;Cherry Bekaert Advisory, LLC Cherry Bekaert LLP;Cherry Bekaert International, Inc. NSURER c:Travelers Property Casualty Insurance Company 36161 Attn: Pam White INSURER D:Travelers Casualty and Surety Company(A++) 19038 200 S. 10th Street,Suite 900 INSURERE: Richmond VA 23219 INSURER F: COVERAGES CERTIFICATE NUMBER:1213785116 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 ADDLTYPE OF INSURANCE INSO SUER POLICYNUMBER MMPOLICYDDIYYYY EFF MM LICY EXP LTR /DD/YYYY LIMITS B X rOMERCIALGENERALLIABILITY 6302X55382A-COF-25 10/1/2025 10/1/2026 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE __X OCCUR PREMISES(Ea_oocurrence) $1,000,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 _,X I PRO X... LOC PRODUCTS-COMP/OP AG $2,000,000 POLICY� JE .... OTHER'. ... .. .... $ ... C AUTOMOBILE LIABILITY BA-2X557319-25-43-G 10/1/2025 10/1/2026 COMBINED SINGLE LIMIT $1,000,000 J ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLA LIAB X OCCUR CUP-2X557516-25-43 10/1/2025 10/1/2026 EACH OCCURRENCE $15,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $15,000,000 D E D Lx RETENTION$ $ D WORKERS COMPENSATION US-2X557842-25-43-G 10/1/2025 10/1/2026 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E L EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NIA (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 DESCRIPTION OF OPERATIONS LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. EVIDENCE OF INSURANCE AUTHORIZED REP ENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 36 001111111111ICherry Bekaert r l for Monroe County, Florida Rb® CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DD/YYYY) A4 `,�,,. 10/31/2025 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 Lemme,A Division of EPIC PHONE Cathy Kuehl I FAX 125 S.Wacker Dr. (AIC,No,Ext):847-385-6800 INC,I E-MAIL Suite 3150 ADDRESS. PSGCerts@lemme.com Chicago IL 60606 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:MS Transverse Specialty Insurance 41807 INSURED CHERBEK INSURER B: Cherry Bekaert LLP Cherry Bekaert Advisory LLC INSURER C: 3800 Glenwood Avenue,Suite 200 INSURER D: .. .. .. .. .. ....................... Raleigh NC 27612 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:51955316 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 SUER POLICYPOLICYNUMBER MMDD/YYYY EFF MM LICY EXP LTR /DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE ______ OCCUR PREMISES(Ea_occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY[_,_ PEA LOC PRODUCTS-COMP/OP ASS $ .... OTHER'. ... .. .... $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ _LEa___a_ccident)____________---------------------------------- ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability MSTAPL-00043 10/30/2025 10/30/2026 Each Claim $1,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Parties at Interest AUTHORIZED REPRESENTATIVE 1, @ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 37 om,,Cherry Bekaert Proposal for Monroe County, Florida AC(. PRa CERTIFICATE OF LIABILITY INSURANCE DATE(MM)'DDf'YYYY} 10/31/2025 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 endorsements. PRODUCER NAME: Cath Kuehl Lemme,A Division Of EPIC PHONE FAX 125 S Wacker Dr A c Na EXIT:847-385-6soD aD,No Suite 3150 ADDRESS: PSGCerts@lemme.com Chicago IL 60606 INSURERS)AFFORDING COVERAGE NAIC# INSURER A:Travelers Casualty and Surety Company 19038 INSURED CHERBEK INSURER B: Cherry Bekaert Advisory LLC 3800 Glenwood Avenue,Suite 200 INSURERC: Raleigh NC 27612 INSURER D: INSURER E: (INSURER F COVERAGES CERTIFICATE NUMBER:885816189 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 DC)C'UMENT 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. POLICYI LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDDNYYY MM0DfYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ d_= FIT CLAIMS-NIADE. OCCUR PREMISES Ea.00CUrrerce $ NI ED EXP(Anyone person) S PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL.AGGREGATE $ ❑PRO- OTHER ❑LOC PRODUCTS-COMP/CP AGG $POLICY TC:I- OTHER: $ I r AUTOMOBILE LIABILITY COMBINED SINGLE LIMEa accident S ANY AUTO BODILY INJURY(Per person) S OWNED "-CHEDLILED BODILY INJURY(Per acclldeni) �$ AUTt7S ONLY ALPTOS HIRE% Ni-)N-OWNED PRC7PERTY LIAMAGE $ AUTOS ONLY ALPTOS ONLY Per accide--Jnt UMBRELLA LIAB Id(yCCLYF2 EACH OCCURRENCE $ EXCESS LIAB CLAWS-MADE AGGREGATE $ DEE RETENTION$ I $ WORKERS COMPENSATION I PERT 0rH- S AND EMPLOYERS'LIABILITY Y 1 N TA UTE ER ANYIFROPRIETOFiJPAFdTNERdEXE4;UTME EL EACH ACCIDENT $ OFFICERWE.MBEREXCLLIDED? NpA (Mandatory m NH) EL DISEASE-EA EMPLOYEE $ If VVes,ties cube under DESCRIPTION C)F CrPERATICYNS belc,w E..L..DISEASE-POLICY LIMI I A Flidudary Liability d Chine 107515868 IW30I2025 10/3012026 IF Each Claim tAgg. $1,0G0,000 C_Each Clalun $1,000,000 DESCRIPTION OF OPERATIONS i LOCATIONS f VEHICLES(AC ORD 101,Additional Remarks Schedule,maybe attached iif more space is required) 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. Parties of Interest ALITHOR17FDRFPRFSFNTATIVE (01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 38 0M..Cherry Bekaert Proposal for Monroe County, Florida Appendix - Contract Terms for Negotiation As with any contractual relationship, Cherry Bekaert's desire to enter into a contract with the County is based on reaching a mutually positive negotiation of terms and conditions. After reviewing the RFP, we would like to offer some alternative language for your consideration. AGREEMENT FOR CONTRACT 5.1 Notwithstanding any minimum insurance requirements prescribed PERFORMANCE AUDITING elsewhere in this agreement, the CONSULTANT covenants and agrees SERVICES that he shall defend, indemnify and hold the COUNTY and the COUNTY's ARTICLE V-INDEMNIFICATION elected and appointed officers and employees, from and against (i) claims, AND HOLD HARMLESS actions or causes of action, (ii) litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii)costs or expenses that may be asserted against, initiated with respect to, or sustained by the County and the COUNTY's elected and appointed officers and employees from liabilities damages, losses and costs, including but not limited to, reasonable attorney's fees, to the extent caused by the gross negligence, recklessness, or intentional wrongful misconduct of the CONSULTANT and persons employed or utilized by the indemnifying party in the performance of this Agreement. Provided, however, that the maximum aggregate liability of Consultant with respect to its indemnification and defense obligations under the contract shall not exceed the sum of five million dollars ($5,000,000.00). AGREEMENT FOR CONTRACT 9.2 OWNERSHIP OF THE PROJECT DOCUMENTS PERFORMANCE AUDITING Excluding Contractor's working papers, The documents prepared by the SERVICES CONSULTANT for this Project belong to the COUNTY and may be ARTICLE IX- MISCELLANEOUS reproduced and copied without acknowledgement or permission of the CONSULTANT. AGREEMENT FOR CONTRACT 9.6 CONTRACT DOCUMENTS PERFORMANCE AUDITING Cherry Bekaert requests the final contract documents between the Parties SERVICES be included in this list. ARTICLE IX- MISCELLANEOUS 39 om �m�� ������� ������� ������ F��da �� �~ .~=~ ` Proposal -�� Cherry Bekaer1Advisory LLC Sample Terms & CondUUons 011 —w% ���a����� �������� �� Cherry �� /^ . � — Your GaWe nx wx MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT is entered into asof2O_("EIective Date), by and between ('Custome ") and CHERRY BEKAERT ADV|8URYLLC. a Delaware limited liability company(^ 'and,together with Customer,the ^[aIUes.^and each of them individually,a]Party"). RECITALS WHEREAS, Customer desires 1n retain Cherry Bokaart tn provide those certain Services(defined below)set forth in each applicable SOW(defined below)to Customer pursuant to this Agreement. NOW THEREFORE,in consideration of the mutual promises and covenants contained herein,and for other good and valuable consideration,Cherry Bekaert and Customer hereby agree as follows: 1. Definitions. Unless nihowvino stated in this Agreement, the defined terms set forth below shall have the following meanings: 1.1. "Agreement"means this Master Services Agreement//*6geth#VWith all applicable addenda and amendments signed by each Party, and all schedules, exhibits, s, and',18OWS attached to this Master Services Agreement or otherwise incorporated herein by refere 1.2. "Background IP" means all documents, h�lware, dafa;/'�'know-how, methodologies, software, templates, and other materials, including/ Ji reports, and specifications, including all Intellectual Property Rights therein, performing the Services,in each case developed, ir ",',,by herry Bekaert prior to the commencement or independently of this Agreement. 1.3. "Customer Data"means ,qny d r material provided, inputted,or submitted by Customer or on Customer's behalf to�/,,' ;ble e of the Services or otherwise in relation to WIN this Agreement or the Services. 1.4. "Intellectual Pro "Ons all rights comprising or relating to intellectual property, isclosures and inventions(whether patentable or not), (b) t es, brand name, logos, corporate names and domain names, and all other sirpilar indip ""purce of goods and services, in each case together with all of the goodwill associated thebO 044`10 f aut orship(whether or not copyrightable),expressions,designs, copyrights and copyright6ble w (including, but not limited to computer software, programs, and applications),mask works,rrfb,,ppJ,` ts,industrial design rights,and rights in data and databases,(d)trade nmomts, know-how and other confidential information, and (o) all other intellectual property rights, in each case whether urnot registered and including all registrations and applications for, and oouUnuotinna, continuations-in-part,reissues,divisions,renewals or extensions of,such rights,and all similar or equivalent rights or forms of protection pursuant to the laws of any jurisdiction in any part of the world. 1.5. "Services" means the professional services and Work Product, if any, to be provided by CherryBaknort to Customer under this Agreement as described in more detail in each applicable SOW. 1.6. "StatementWork"or"SOUW'means each Statement of Work entered into by the Parties from dme-to-Ume and incorporated herein byreference. 1.7. "Technology means all documents,hardware,data, know~how.methodologies, moftwmm, iamp|mtea, and other materials, including computer pmgmme, reports, and *pacifioadono, including all |nioUooiva| Property Rights therein, provided bynrused by Technology Partner(as defined in Section 2.3 below)in connection with performing or providing any Technology PartnerService(as defined in Section 23bm|nv). 1 nmm Glenwood Avenue,Suite xuo.Raleigh,wcma1u|pu,o.mu.1wm|um`.uvm .ns.2^ 40 $101111111I.Cherry Bekaert Proposal for Monroe County, Florida on Bekaert uu 1"odar GAMe @ w wapd 1.8. "Work Product" means any and all works, materials, designs, specifications, systems, innovations, documentation or reports that are developed, produced, generated or provided by Cherry Bekaert to Customer in connection with Cherry Bekaert's performance of the Services as set forth in each applicable SOW, but specifically excluding any Background IP, Customer Data, Technology Partner Service and Technology Partner IP. 2. Services. Cherry Bekaert agrees to provide to Customer the Services described in each SOW in accordance with this Agreement.SOWS signed by both Parties may be added to this Agreement from time- to-time by reference to this Agreement. The method and means of providing the Services shall be under the control, management, and supervision of Cherry Bekaert, giving due consideration to the requests of Customer. The Services may include advice and recommendations of Cherry Bekaert, but management decisions in connection with the execution and communication of such advice and recommendations are Customer's sole responsibility. 2.1. Non-exclusivity. Nothing herein shall be deemed to preclude the Parties from retaining or performing the same or similar type of services for other persons or entiti nderta king the same or similar functions as those undertaken by Customer or Cherry Bekaert hereun orfrgm independently developing or acquiring goods or services that are similar to, or competitive wife they, ods or services, as the case may be,contemplated under this Agreement. 2.2. Use of Third-Party Service Providers. In core ction with Gw1ry Bekaert's performance of ii� the Services,Cherry Bekaert may use the services of dorytic a1 foreig�(as permitted by applicable law) independent contractors or temporary or loaned em l yeesy all of> rn��may be considered a third-party service provider (each, a "Third-Party Service Pr,"//110 � herry Bekaert remains responsible for the oversight of all Services performed by the Third-_P arty Servfce Provider and for ensuring that such Services are performed in accordance with this Agreemefl) herr/ ekaert will enter into a contractual agreement with the Third-Party Service Provider to maintain 'gr7fi tiality of confidential information. �%ii 2.3. Technology Partners In d,o/6'h"OGtjQn witK Cherry Bekaert's performance of the Services, Cherry Bekaert may use, offer, mg e avail a i�lq pNe4jde access to,sell, resell, incorporate, embed and/or install certain software, application herlware rani/or technological communication products or services (each, "Technology Partner Servio ) of��t'od,by third-party technology providers (each, a "Technology Partner),including, but np ,jrt�ited to dtware-as-a-service(SaaS), infrastructure-as-a service(IaaS),and platform-as-a-service (PyaS) wh, then r not such Technology Partner Service works in conjunction with the Services or is provlpd or,< tdlone basis. Customer agrees that Cherry Bekaert does not make any representations or wdri enties o,and Cherry Bekaert will have no liability regarding,any Technology Partner Service,Technologyrj r IP or any products or services of any Technology Partners regardless of whether or not such Technology Partner or their products or services are designated by Cherry Bekaert as "a partner," "validated,""certified" or otherwise. Customer releases Cherry Bekaert from any liability or obligations arising from any Technology Partner Service,Technology Partner IP or any products or services of any Technology Partners.Customer agrees to comply with all additional terms of use, end user license agreements,user agreements,or other terms and conditions of the Technology Partner that are applicable to Technology Partner Service or Technology Partner IP, each as required by the Technology Partner.Any exchange of Customer Data, trade secrets, Confidential Information (defined below), or proprietary information or other interaction between Cherry Bekaert and/or a Customer and a Technology Partner,and any purchase by Cherry Bekaert or a Customer of any product or service offered by such Technology Partner,is solely between Cherry Bekaert and/or Customer and the Technology Partner and subject to the applicable Technology Partner terms of use,end user license agreements,user agreements,or other terms and conditions of the Technology Partner, each as required by such Technology Partner. Except as may be agreed to in writing by such Technology Partner,the Technology Partner and its licensors are,and shall remain,the sole and exclusive owners of all right,title and interest in and to the Technology Partner Service and Technology Partner IP, including all Intellectual Property Rights therein. 2 3800 Glenwood Avenue,Suite 200,Raleigh,NC 27612 1 P 919.782.1040(cbh.com v05.24 41 $1011111I.Cherry Bekaert r l for Monroe County, Florida on uu Bert 4 1"odar GAMe @ w wapd 2.4. Change Orders. If Customer desires to change the scope or performance of the Services to be provided,Customer shall submit details of the requested change to Cherry Bekaert in writing.Cherry Bekaert shall, within a reasonable time after receiving a Customer-initiated request, provide a written estimate to Customer of: (a) the estimated time required to implement the change; (b) any necessary variations to the Fees and other charges for the Services arising from the change; and (c)the likely effect of the change on the Services.Promptly after receipt of the written estimate,the Parties shall negotiate and seek to agree in writing on a change order amendment to this Agreement or the applicable SOW regarding the terms of such change.Neither Party shall be bound by any change request or change order amendment unless it is mutually agreed upon in writing and executed by each Party. 3. Term and Termination. 3.1. Term Automatic Renewal. The term of this Agreement shall commence on the Effective Date and shall continue for an initial period of one (1) year. Thereafter, the term of this Agreement shall automatically renew for successive periods of one(1)year each unless either Party provides the other Party with written notice of its election not to renew this Agreement at least th!� 30)days prior to the scheduled renewal date.In the event a Party provides such notice of its intent noreneuy the term of this Agreement shall continue until the later of(a)such scheduled renewal date or(I�'fmmeiely following the termination or expiration of all SOWS entered into in connection herewith, at filch gtt this Agreement will automatically expire. 3.2. Termination for Convenience. Either Pq may rmrnat e,his Agreement upon providing the other Party with written notice of at least thirty(3 'r1ay In tfY ev a Party properly provides such notice of its intent to terminate this Agreement undo f this Lion 3�'�this Agreement shall continue until the later of(a)thirty(30)days after such notice qrjb)I ftms iateI following the termination or expiration of all SOWS entered into in connection herewith, a/ `fhrch pcfnt this Agreement will automatically terminate. ,,/ 3.3. Termination for Cause Ifl addltlor to any other termination rights under this Agreement, either Party upon written notice to the otfler Warty (p) may terminate this Agreement if such other Party materially breaches this Agreement and s is not cured within thirty (30) days after receipt of i written notice of such breach frorY�h4eu/[crmm ng Party, (b) may terminate an SOW if such other Party materially breaches such SOW anc(such ,400 s not cured within thirty(30)days after receipt of written notice of such breach from,# �,>,termrfl t1ng Party, and (c) may terminate this Agreement and any SOW if such other Party becorrs the sgbte ,of any involuntary petition in bankruptcy that is not dismissed or vacated within 60 days,aft ftl'r of any voluntary proceeding relating to insolvency, bankruptcy, receivership, liquidation,"de"dompo)/,5iiion for the benefit of creditors, or otherwise dissolves or ceases to do business.Customer's non-paym h t of Fees or other amounts due to Cherry Bekaert under this Agreement will be deemed a material breach of this Agreement and the applicable SOW by Customer. In the event a Party properly provides such notice of its intent to terminate this Agreement,this Agreement shall continue until the later of(i)the date that this Agreement would terminate pursuant to this Section 3.3 (after giving effect to the cure periods therein), or (ii) immediately following the termination or expiration of all SOWS entered into in connection herewith,at which point this Agreement will automatically terminate. 4. Fees and Billing Procedures. Customer agrees to pay Cherry Bekaert for the Services in accordance with the fee(s)set forth herein and in each applicable SOW("Fees"). 4.1. Time of Payment and Billing. Except as otherwise provided in the applicable SOW, Fee(s) are due and payable upon receipt by Customer of an invoice from Cherry Bekaert. If any Fees or other amounts due to Cherry Bekaert under this Agreement are more than ten (10) days past due, Cherry Bekaert:(a)may charge Customer a service charge equal to the lower of 1.5%per month or the maximum rate permitted by applicable law on any such past due amounts,with a minimum charge of$2.00 per month, and (b) may stop all Services until Customer's account is brought current and the individuals performing the Services become available. Except as otherwise provided in the applicable SOW, invoices may be 3 3800 Glenwood Avenue,Suite 200,Raleigh,NC 27612 1 P 919.782.1040(cbh.com v05.24 42 $101111111I.Cherry Bekaert r l for Monroe County, Florida on uu Bert rt Your GAMe @ w wapre1 rendered monthly, and Cherry Bekaert will forward invoices via email to the billing contact specified by Customer for the Services rendered pursuant to each applicable SOW then payable. 4.2. Expenses.Subject to the prior approval by Customer,and upon receipt by Customer of an invoice from Cherry Bekaert, Customer shall reimburse Cherry Bekaert for reasonable travel and out-of- pocket expenses incurred in connection with the performance of the Services. Upon Customer's written request, Cherry Bekaert will provide copies of the expense report and evidence of the travel and out-of- pocket expense(s) incurred by Cherry Bekaert. 4.3. Disputed Fees/Amounts. In the event Customer disputes a Fee or other amount on an invoice,Customer must deliver a written statement to Cherry Bekaert within thirty(30)days of Customer's receipt of such invoice listing all disputed Fee(s) and other amounts and providing a reasonably detailed description of each disputed item. Fees and other amounts not so disputed shall be deemed accepted and shall be paid within the agreed upon period.The Parties shall seekto resolve all such disputes expeditiously and in good faith. 5. Confidential Information. 5.1. Non Disclosure. 5.1.1. "Confidential Information" means any and al( or}��ublic information that is disclosed by a Party(the"Disclosing Party")to the other t rty(the°Redd ij Party"),which is marked "confidential" or"proprietary"or which should reas��i ,4y b��nders�d by the Receiving Party to be confidential or proprietary, including, without � I atiorthe arenhts of this Agreement, and any confidential or proprietary information that relay to It usiness,affairs, products or services, prices, business plans,marketing,finances, Intellect pal P(ofrfty Rights,orthird-party confidential information, whether disclosed orally or in written, electrtjd �r(tt r form or media; provided, however,the term "Confidential Information"does not include any aniflrmaiien or documentation that:(i)was known to the /Oiii, Receiving Party prior to its disclosureby the Dl�closin Party; (ii)is or becomes publicly known through no wrongful act of the Receiving Party(ff[��l�isakfn rightfully received from athird-party authorized to make such disclosure without t trlction (fv),fs independently developed by the Receiving Party without i use of or reference to the Confienfraf,)nformtion of the Disclosing Party;or(v)has been approved for release by the Disclosirt Party' grYftwrif n authorization. 5.1.2. Curing th ;tertii of the applicable SOW and for a period of three(3)years following completion of the ep�tpe��coreAplated therein, the Receiving Party agrees: (a) not to disclose w, Confidential Information ofthe, isclosing Party provided to the Receiving Party in connection with the Services contemplated l b°SOWto any third-party without the priorwritten consentofthe Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its employees, members, consultants, independent contractors, vendors, Third- Party Service Providers,Technology Partners,agents and representatives who have a"need to know" and who are bound by confidentiality obligations at least as restrictive as those set forth in this Section 5;and(b)to use the Confidential Information ofthe Disclosing Party only forthe purposes of performing its obligations under this Agreement or, in the case of Customer,to make use of the Services. Unless otherwise agreed to by the Parties in writing,the Confidential Information of the Disclosing Party will be and remain the property of the Disclosing Party. This Agreement supersedes and controls over any and all confidentiality agreements, non-disclosure agreements,and similar agreements regarding non- disclosure of information entered into by the Parties prior to the Effective Date, it being agreed that all of each Party's rights and obligations with respect to information are governed by this Agreement. 5.2. Surrender and Destruction of Confidential Information. Following the expiration or termination of the applicable SOW and upon the written request of the Disclosing Party,the Receiving Party shall at its option promptly destroy or return to the Disclosing Party all Confidential Information held by the 4 3800 Glenwood Avenue,Suite 200,Raleigh,NC 27612 1 P 919.782.1040(cbh.com v05.24 43 $1011111111I.Cherry Bekaert Proposal for Monroe County, Florida on Bekaert rtuu Your GAMe @ w wapre1 Receiving Party. In the event the Receiving Party destroys such Confidential Information, the Disclosing Party may request written certification of such destruction from the Receiving Party. Notwithstanding the foregoing, Cherry Bekaert has the right to retain a copy of Confidential Information that is captured by automatic backup and electronic storage systems in the ordinary course of business or as may be required by applicable professional standards; provided, however, all such retained Confidential Information shall remain subject to this Agreement. 5.3. Compelled Disclosure of Confidential Information. If the Receiving Party becomes legally compelled to disclose any Confidential Information by governmental regulation, subpoena, or other legal process,the Receiving Party shall provide: (a) prompt written notice of such requirement to the Disclosing Party (unless prohibited by law) so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein,the Receiving Party remains legally required to disclose any Confidential Information,the Receiving Party shall disclosepo more than that portion of the Confidential Information which, on the advice of the Receiving Party Is I�� "(counsel,the Receiving Party is legally required to disclose. In the event Cherry Bekaert is requested Ott uthor#ed by Customer or required by government regulation, subpoena, or other legal process t6, r Mice stomer's Confidential Information, Customer Data, Work Product or Cherry Bekaert's persrfQI a - itnesses with regard to Services performed for Customer,Customer will,so long as C�berry Bekaerf ;rK t a party to the proceeding in which the information is sought, reimburse Cherry Bekaert f #s professional time and expense,as well as the reasonable fees and expenses of Cherry Bekaer 11, Ose(�'jr ur, in responding to such a request. 6. Work Product and Intellectual Property f tghts�z„N/ 'AMA 6.1. Work Product. Except as provl dp Shin 6.2, and subject to Cherry Bekaert's receipt of Customer's payment for all Fees and other ami grff wi by Customer to Cherry Bekaert,Customer is, and shall be,the sole and exclusive owmir bf ell rigGYt title and interest in and to all Work Product,including all Intellectual Property Rights therein Ch , r agrees that with respect to any Work Product that may qualify as"work made for hiro';As defined/Jn U.S.C.§101,such Work Product is hereby deemed a �iiiF "work made for hire"for Customer lf fiWi t9,the Oxtent that Cherry Bekaert may, under applicable law, be entitled to claim any ownership infieret to tN'Work Product, Cherry Bekaert hereby transfers, grants, conveys,and assigns to qst mer an, and all Intellectual Property Rights that Cherry Bekaert now has or may hereafter acquire in,and to the,VVA Product.Upon Customer's written request and at Customer's sole cost and expense, Chefty,,#"6&Agr6es to use commercially reasonable efforts to assist Customer and to take further actions, including°1 xecution and delivery of instruments of conveyance, as may be iii reasonably required to give proper effect to such assignment. Notwithstanding any provision of this Agreement to the contrary, in the event that working papers are compiled by Cherry Bekaert in connection with the Services, then such working papers (but not the Customer Data contained in them) shall be the sole property of Cherry Bekaert and shall not be Work Product. 6.2. Background IP.The Parties acknowledge and agree that Cherry Bekaert and its licensors are,and shall remain,the sole and exclusive owners of all right,title and interest in and to the Background IP, including all Intellectual Property Rights therein. If, and to the extent that, any Background IP is embodied or reflected in the Work Product, Cherry Bekaert hereby grants to Customer an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid up, sublicensable right and license to use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Background IP and any derivative works thereof to the extent incorporated in,combined with or otherwise necessary for the use of the Work Product solely to the extent reasonably required in connection with Customer's receipt or use of the Services. 6.3. Customer Data. Unless otherwise agreed by the Parties in writing,Customer Data shall be and remain the sole and exclusive property of Customer. Customer hereby grants Cherry Bekaert and its 5 3800 Glenwood Avenue,Suite 200,Raleigh,NC 27612 1 P 919.782.1040(cbh.com v05.24 44 $1011111111I.Cherry Bekaert Proposal for Monroe County, Florida on Bekaert Auu 1"odar GAMe @ w wapd employees, members, consultants, independent contractors, vendors, agents, representatives, and any Third-Party Service Providers and/or Technology Partners engaged by Cherry Bekaert in connection with its performance of the Services a license to use, store, record, process, transmit, maintain, and display Customer Data to the extent necessary in providing the Services. Customer covenants, represents and warrants that Customer owns or has the necessary licenses, rights, consents and permissions to use and authorize Cherry Bekaert and its employees, members, consultants, independent contractors, vendors, agents, representatives, and any Third-Party Service Providers and/or Technology Partners engaged by Cherry Bekaert in connection with its performance of the Services to use all Customer Data in the manner contemplated underthis Agreement,and to transfer and process such Customer Data as may be required by applicable law.Customeralone is responsible forthe accuracy,content,currency,completeness,quality, legality and delivery of all Customer Data. If Customer Data, Confidential Information, or other materials disclosed or made available to Cherry Bekaert in connection with this Agreement may be subject to heightened protections under applicable privacy laws, data protection laws, or other applicable laws, including, but not limited to,the Health Insurance Portability and Accountability Act of 1996 (HIPAA),then Customer must notify Cherry Bekaert in advance of such disclosure or,access (email acceptable). If performance of the Services requires Cherry Bekaert to process thersonaJ data of European Union or United Kingdom residents, Customer will notify Cherry Bekaert and�fle Pa swill work together in good faith to execute a data processing addendum covering such processrn €rry Bert shall and shall use reasonable efforts to cause its employees, members, consultants i1peent contractors, agents, representatives, and any Third-Party Service Providers andip Technolog rtners engaged by Cherry Bekaert in connection with its performance ofthe Services to iml5ixnent r>) intain and enforce commercially reasonable security measures to help prevent the unction ed a mse,corruption, loss or disclosure of non-public Customer Data and Confidential Informtion. ii&, 6.4. No License:Advertising and PAkity 3 cept as otherwise provided in this Agreement,no license or other right is granted by this Agreemdf��8i this greement shall not be construed to grant a license or other right to either Party by th#,other P40y With respect to Confidential Information, Background IP, or Customer Data. Neither Party shd1V,6 the' am"r logo of or refer to the other Party directly or indirectly in any advertisement news releis*�orrofessional or trade publication without prior written approval from the other Party pros% , gwev6t,;,,herry Bekaert may use Customer's name and logo,and otherwise refer to Customer, on and usttmdrA)sf of Cherry Bekaert. tnd VUarrAl ties.Each Party represents and warrants to the other Party that:(a) 7. Representatioacit is duly organized valioly existirf nd Jn good standing under the laws of its jurisdiction of incorporation, 77, organization,or charteriil0it ha ;he full right,power,and authority to enter into this Agreement,to grant the rights and licenses, if appfc j , granted under this Agreement, and to perform its obligations under this Agreement; (c)the execufin of this Agreement by its representative on the signature page hereto has been duly authorized by all necessary entity action; (d)when executed and delivered,this Agreement will constitute a legal, valid, binding and enforceable obligation, except as may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally; and (e) it will comply in all material respects with applicable federal, state, local, international, or other laws and regulations applicable to the performance by it of its obligations under this Agreement, and it has or will obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement. 8. Limited Service Warranty: Disclaimer. 8.1. Cherry Bekaert warrants that the Services will be performed in a professional manner and in accordance with, in all material respects, any specifications set forth in the applicable SOW. Cherry Bekaert's entire liability, and Customer's sole and exclusive remedy, for breach of the warranty in this Section 8.1 is Cherry Bekaert using reasonable efforts to correct such breach. Notwithstanding the foregoing,the above warranty does not apply to the extent the breach of warranty was caused by or arises from(a)any modification or repair to the Services unless provided by Cherry Bekaert,(b)any unauthorized 6 3800 Glenwood Avenue,Suite 200,Raleigh,NC 27612 1 P 919.782.1040(cbh.com v05.24 45 $1011111111I.Cherry Bekaert Proposal for Monroe County, Florida on Bekaert rtuu 1"odar GAMe @ w wapd or improper use of the Services, or(c)any third-party product,software,application or service(including in combination with the Services). 8.2. Cherry Bekaert warrants that,to Cherry Bekaert's knowledge,the Services contemplated herein (exclusive of the Customer Data, Technology Partner Service and Technology Partner IP) do not infringe upon any United States copyright, registered or issued patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party; provided, however, that Cherry Bekaert assumes no liability for infringement or misappropriation claims(and the provisions of the warranty set forth in this Section 8.2 shall not have been breached)to the extent such claims are caused by modifications, alterations or additions to the Services that are performed by any person or entity otherthan Cherry Bekaert. 8.3. EXCEPT FOR THE EXPRESS WARRANTIES OF CHERRY BEKAERT IN THIS AGREEMENT, CHERRY BEKAERT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER OR IN RELATION TO THIS AGREEMENT, INCLUDING,WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT A 'ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PER-1,RM NICE. 9. Customer's Obligations. Customer shall: (a) cooperate inr , a ith ) Cherry Bekaert in its performance of the Services, including providing Cherry Bekaert with r �on� access to facilities and timely access to Customer's materials, information, syste , and pers � I as Cherry Bekaert may reasonably request for the purposes of performing the Serves {j)„respop promptly to any Cherry Bekaert request to provide direction, information, approvals utff6tiza fairs,�fY decisions that are reasonably necessary for Cherry Bekaert to perform the Servic�in ac ptdance iNith this Agreement; (c)designate an authorized representative on each SOW to oversee tf pormance of the Services contemplated in this Agreement, receive communications regarding s, make any management decisions, perform any management functions related to the Servi l_ f ualu' the adequacy of the Services, and accept overall responsibility for the results of t�e/ �rvice , afti (d) provide any required notices and materially comply with all applicable Taws in relatioft,thFjices, to the extent relating to Customer's business, premises,staff or equipment or ark!QC/ustomewata.'O 10. Non-Solicitation of Emplf ees E*rtng the term of this Agreement and for a period of twelve(12) months after the termrnati �expir4tld"h of this Agreement, Customer agrees not to, directly or indirectly, solicit, recruit or hire atompt to s„olicrt ecruit or hire, or assist any third-party to solicit, recruit or hire (for employment or engage,men a � yoliiultant or otherwise), any employee of Cherry Bekaert who was involved in matters relirrg to t4,1500 Services, without the prior written consent of Cherry Bekaert. Notwithstanding the fore Agreement shall not be construed to prohibit Customer from(a)placing general advertisements or a race of a job listing or opening in any media, so long as not directed at the employees of Cherry Bekaert, (b) hiring employees or former employees of Cherry Bekaert who contact Customer of their own accord, or(c)recruiting or hiring employees or former employees of Cherry Bekaert through agencies (so long as Customer does not direct such agencies to solicit Cherry Bekaert's employees).In the event Customer breaches this Section 10,Cherry Bekaert may electto require Customer to pay to Cherry Bekaert as liquidated damages an amount equal to 33.33%ofthe total gross compensation (including base salary and any bonuses or incentive compensation)paid to the employee by Cherry Bekaert during the 12-month period immediately preceding the separation of the employee from Cherry Bekaert. The Parties acknowledge and agree:that Cherry Bekaert has invested significant time,effort and expense into the recruitment, training and retention of its employees; that the Parties cannot now determine the amount of the damages that Cherry Bekaert would sustain upon the breach by Customer of any of the provisions of this Section 10;and that it would be very difficult to determine and quantify that amount upon a breach by Customer of any of the provisions of this Section 10. 11. Indemnification.Customer agrees to defend,indemnify and hold harmless Cherry Bekaert and its members,officers,directors,employees,agents,successors and permitted assigns from any and all losses, 7 3800 Glenwood Avenue,Suite 200,Raleigh,NC 27612 1 P 919.782.1040(cbh.com v05.24 46 $1011111111I.Cherry Bekaert Proposal for Monroe County, Florida on uu Bert 1"odar GAMe @ w wapd damages, liabilities,deficiencies, actions,judgments,interest,awards,penalties,fines, costs, or expenses of whatever kind (including reasonable attorneys'fees and court costs) and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or resulting from any claim or action arising out of or relating to: (a) the conduct of Customer's business, including, without limitation, the use by Customer of the Services unless solely caused by Cherry Bekaert's gross negligence or willful misconduct; (b) bodily injury, death of any person, or damage to real or tangible property resulting from the negligent or willful acts or omissions of Customer; (c) Customer's material breach of any representation, warranty, or obligation in this Agreement or any breach of any applicable Technology Partner terms of use, end user license agreement, user agreement, or other terms and conditions of any Technology Partner; (d) allegations that any Customer Data or the use thereof infringes or misappropriates any intellectual property or proprietary rights of a third party or violates any applicable law;or(e) known misrepresentations by a member of Customer's management. 12. Limitation of Liability. 12.1. EXCEPT FOR LIABILITY ARISING FROM ANY BRE# FI OF SECTION 4 OR FOR A PARTY'S OBLIGATIONS PURSUANT TO SECTION 11 HEREIN, INO EV NT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD-PARTY FORIUY L S OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUEI T,I, , 1 bENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WF� THER AFC x ��OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR O` U1 ISE, R ARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHERSUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AIp�NONITWTNDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTI 11,,,'PU POSE. 12.2. EXCEPT FOR LIABILITY ARI G, F[t !I ANY BREACH OF SECTION 4 OR FOR A PARTY'S OBLIGATIONS PURSUANT TO Sf N '11 HEREIN, IN NO EVENT SHALL THE AGGREGATE CUMULATIVE LIABILfVJ//xxx rkISFJ Y BEKAERT HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLl�rh1�A` R OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO k�ERRY T UNDER THE SOW FROM WHICH THE CLAIM ARISES.CUSTOMER ACKNOWLEDGES TH' V THE FEES PAID BY IT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AdRM/I T'AND THAT CHERRY BEKAERT WOULD NOT ENTER INTO THIS AGREEMEN ` %A PAF fCULAR SOW WITHOUT THESE LIMITATIONS ON LIABILITY. 31 12.3. Timel Cal 1 biucf g claims related to taxes or the non-payment of Fees, and to the extent permitted by law, no, arty all bring any claim related to this Agreement more than eighteen (18) months after the cause of actior! 6crues. 13. Dispute Resolution Procedures. In the event that a dispute arises between the Parties relating to this Agreement,the Parties shall meet and confer to attempt to resolve in good faith such dispute.If after thirty(30)days the dispute has not been resolved,the following shall apply: 13.1. Mediation. All disputes shall be first submitted to nonbinding confidential mediation by written notice to the Parties, and shall be treated as compromise and settlement negotiations under the standards set forth in the Federal Rules of Evidence and all applicable state counterparts, together with any applicable statutes protecting the confidentiality of mediations or settlement discussions. If the Parties cannot agree on a mediator,the International Institute for Conflict Prevention and Resolution,at the written request of a Party,shall designate a mediator. 13.2. Arbitration. If a dispute has not been resolved within 90 days after the effective date of the written notice beginning the mediation process(or such longer period, if the Parties so agree in writing),the mediation shall terminate and the dispute shall be resolved by binding arbitration to be held at a mutually agreeable location. The arbitration shall be conducted in accordance with the International Institute for 8 3800 Glenwood Avenue,Suite 200,Raleigh,NC 27612 1 P 919.782.1040(cbh.com v05.24 47 $10111111I.Cherry Bekaert r l for Monroe County, Florida on uu Bert tt 1"odar GAMe @ w wapd Conflict Prevention and Resolution Rules for Non-Administered Arbitration that are in effect at the time of the commencement of the arbitration, except to the extent modified by this Dispute Resolution Provision (the "Arbitration Rules"), before a panel of three arbitrators. Each of Customer and Cherry Bekaert shall designate one arbitrator in accordance with the "screened" appointment procedure provided in the Arbitration Rules, and the two Party-designated arbitrators shall jointly select the third arbitrator in accordance with the Arbitration Rules. No arbitrator may serve on the panel unless he or she has agreed in writing to enforce this Agreement and to abide by the Arbitration Rules. The arbitrators may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition. Any discovery shall be conducted in accordance with the Arbitration Rules. The result of the arbitration shall be binding on the Parties,and judgment on the arbitration award may be entered in any court having jurisdiction. Each Party shall bear its own costs and expenses in any such mediation and in any such arbitration. 14. Independence and Attest Services;Alternative Practice Structure and Associated Entities. 14.1. In the event Cherry Bekaert LLP(an associated, but nog, liated entity)performs financial statement attest services for Customer, Cherry Bekaert will be subj� o the ' dependence requirements of the American Institute of Certified Public Accountants ("AICPA") hic�Ynf`eclude Cherry Bekaert from providing certain services to Customer. In order for Cherry Bekaert to h'htam i ndependence with any attest client in accordance with AICPA rules, Customer's management sty,I, sponsible for: (a)making decisions on behalf of Customer's management; (b) managirg�r performing a new accounting standards adoption project; (c) selecting accounting policies or acpplltlnsltlon �(d)drafting accounting policies o�� and manuals; (e) calculation of amounts and relay/�jourrQ en'rt VPq( designing and/or implementing manual or IT processes for the application of new err rgAsed acci'unting literature; (g) evaluating the adequacy of all services provided; and (h)accep11ing oU6f` Yf'responsibility for the results of Services. In the event Cherry Bekaert LLP performs financial sta f�ent i4st services for Customer, Cherry Bekaert can provide the following services while maintaining its-f doenc(ence in accordance with AICPA rules provided Customer's management complies wit'fftr respons"lities as outlined above: (t) general diagnostic i discussion with Customer's management;(tt)�rduf �and discuss authoritative guidance; (v) provide and discuss interpretive guidance K' Uding the„Financial Accounting Standards Board, Governmental Accounting Standards Board andICPA� tf fe{ahons;(w}assist in identifying additional reports and data needed; (x) analyze potential,imps t g deb covenants; (y) analyze potential impact on compensation agreements;and (z)ass in assesslt the tax impact. i 14.2. Cher sory LLC and Cherry Bekaert LLP are operating in an arrangement commonly described as an alternfive practice structure". Cherry Bekaert LLP leases professional and administrative staff,all ofiwl5dwe employed by Cherry Bekaert Advisory LLC,to support Cherry Bekaert LLP's performance of its professional services. Cherry Bekaert LLP and Cherry Bekaert Advisory LLC require confidential treatment of all Customer Data.To the extent Cherry Bekaert LLP provides professional services relating to Customer, Customer consents to Cherry Bekaert LLP, Cherry Bekaert Advisory LLC, and any other affiliate or associated entity sharing Customer's Confidential Information, Customer Data, and other financial records to provide such services. 15. Miscellaneous. 15.1. Entire Agreement; Amendment. This Agreement, including all applicable addenda, schedules, exhibits and SOWS attached to this Agreement or otherwise incorporated by reference, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings, communications, negotiations, representations, and agreements, both written and oral,with respect to such subject matter.Any changes to this Agreement must be agreed to in writing by both Parties. In the event of any conflict between any portion of this Agreement and an applicable SOW,such applicable SOWwill govern and control(excluding with regard to Section 12 of this Agreement),but only with respect to the Services set forth therein.No term 9 3800 Glenwood Avenue,Suite 200,Raleigh,NC 27612 1 P 919.782.1040(cbh.com v05.24 48 $10 %m�� ������� ������� ������ F��da �� �~ .~=~ ` Proposal -�� ~��� Bekaerf _��� ° v"msuawenwmpd or condition contained in Customer's acceptance o/ purchase order documentation will apply un|ouo specifically agreed to by Cherry Bekuort, in w/King, even if Cherry Bokaert has accepted the order or engagement,and all otherterms orconclitions are otherwise herebyexpressly rejected by Cherry Bekaert. 15.2. Relationship Between the Parties. The Parties are independent contractors. This Agreement shall not be construed as creating any agency. partnership, joint vontune, hanohine, employment,or fiduciary relationship between the Parties,and neither Party shall have authority to contract for o/bind the other Party in any manner whatsoever. 15.8. Taxes. Cherry Bekaert shall be solely responsible for all payroll taxes and fringe benefits of Cherry Bokoert'o omp|ny*oo. Customer shall be xn|o|y responsible for all ao|no, use, oxcioo, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder. 154. Effect of Customer Delays. Cherry Bokaertiu not liable for any late delivery ur delay or failure of performance underthis AO (or any late filings, 316fly or indirectly, by (a)Customer's'es, interest, missed elections or other consequences)to the extent such delay or failure is caused delay in performing, or failure to perform, any of its obligations un Is e ent, (b) any stoppage of Services by Cherry Bekaert due to non-payment of Fees or th nts ustomer, or (c) the unavailability or absence of key Customer personnel or Customer at "Y-the nt of any such delay or failure,Cherry Bekaert may extend all or any subsequent due�,4 tes or iless", es set forth in the applicable SOW as Cherry Bekaert deems reasonably necessary. ........... greement to the contrary, neither Z or e ormance of any obligations under this Party shall be liable to the other Party to the ext 7t t Agreement, except for any obligations to mak, o t e ther Party hereunder, are delayed or prevented due to any causes or events beyond Go ercially reasonable control, including, but not limited to: acts of God, fire, eart loo or other natural catastrophe, pandemic, s stay-at-home orders,war, invasion, riot, civil unrest,or acts of terrorism,labor strikes,,,sh e§7*labor difficulties(excluding those involving a Party's employees), or service disrupti J in dware, software, cloud-related services, web-hosting, internet service or power syste s, ea/I r so as long as such causes or events remain beyond the commercially reasonabl#// layed or prevented Party. 15.6. No Waiyer: Gy�m&atrVb Remedies. The failure of either Party at any time to require performance by the oth9P, of 4by provision of this Agreement shall in no way affect that Party's right to enforce such provisions,por , $h#11 the waiver by either Party of any right or breach of any provision of this Agreement be taken or,7 o be a waiver of any further right or breach of the same provision. All UgNa and remedies of each Party shall be in addition in all other rights and remedies available at law or in oquhy, including, without |imiiaUon, specific puA0mnanoo for the enforcement of this Agreement, and temporary and permanent injunctive relief. 157. Notices. All nnticeo, consents, waivers and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand; (b) wheo transmitted by email if sent prior to 5:00 p.m. Eastern Time on a business day and otherwise on the next following business day; (n) five business days after it is muUoU. if mailed by registered or certified mai|, pnntagopepaid (xetumnecoipimquostoU); nr(d) nnobusineendayoftorhinsont. ifoentUyona1innaUy recognized overnight delivery service (e.g. FodEx) with tracking; in each case to the Parties at the addresses on the signature page to this Agreement(or such other address for a Party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof). 15.0. . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, in all respects,without regard io 10 omm Glenwood Avenue,Suite:mn.Raleigh,wcxm12|pu1o.mu.1wm|um,.uom .o5.2^ 49 $10111111I.Cherry Bekaert Proposal for Monroe County, Florida on uu Bert A 1"odar GAMe @ w wapd conflicts of law principles.The Parties hereby consent to the jurisdiction of the courts of Henrico County of the Commonwealth of Virginia and of the United States District Courts located in Henrico County of the Commonwealth of Virginia (to the extent such courts have subject matter jurisdiction) in connection with any action, suit, or other proceeding in connection with, arising out of, or relating to this Agreement, and agree not to assert in any such action, suit, or proceeding that it or he is not personally subject to the jurisdiction of such courts, that the action, suit, or proceeding is brought in an inconvenient forum, or that venue of the action,suit,or proceeding is improper. 15.9. WAIVER OF TRIAL BY JURY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. 15.10. Assignment; Third Party Beneficiaries. Except as otherwise provided in this Agreement, neither Party may assign or delegate this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other Party. Each Party shall have the right to assign this Agreement without the other Party's consent to its affiliate or in con.,", with a merger,acquisition, restructuring, reorganization, or a sale or other disposition of all or sal tant�i�,,Ily all of its assets or equity interests.Any assignment or delegation in violation of the foregoing It b 6id.Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Partld ,their�sdcessors and permitted assigns. Except as set forth in Section 11,the Parties do not on any n ) , erefits,or remedies upon any person or entity other than the Parties to this Agreement�6, their respe t e successors and permitted assigns. ' ins 15.11. Counterparts Electronic Signature 7hls A�feeme"ay be executed in one or more counterparts, each of which shall be deemed ara Qriglna fiff all of which together shall constitute one and the same instrument. Signatures delivered by q ail o ;�p,/.pdf file or by an electronic method shall be enforceable to the same extent as an original sign t,�fa4imile or photocopy of a signature or electronic signature shall have the same legal effei�,,pn or(gtna1rak signature. 15.12. Severability If any,provisi ti.. . greement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, Illegllll ceability shall not affect any other provision of this Agreement or invalidate or rend able such provision in any other jurisdiction. Upon a determination that any proviSip. is inU(1fd, illegal,or unenforceable,the Parties shall negotiate in good faith to modify this Agreement','�/ affect the 6riginal intent of the Parties as closely as possible to the end that the transactions contemplat#d he, by�)e fhlfilled to the greatest extent possible. 15.13. Construction The!111eadings used in this Agreement are for convenience of reference only and shall not affect the inter on of this Agreement. Both Parties had the opportunity to negotiate the provisions of this Agreement. No provisions of this Agreement are intended to or shall be construed against any Party by reason of such Party being deemed to have drafted such provisions or this Agreement.Where agreement, approval, acceptance, consent or similar action by either Party is required by any provision of this Agreement,such action shall not be unreasonably delayed or withheld. 15.14. Survival.The provisions of Sections 4, 5,6, 10, 11, 12, 13, and 15 of this Agreement and any provision of this Agreement which, by its nature, should survive termination or expiration of this Agreement,will survive any such termination or expiration of this Agreement. [Signature Page Follows] 11 3800 Glenwood Avenue,Suite 200,Raleigh,NC 27612 1 P 919.782.1040(cbh.com v05.24 50 $00111111I.Cherry Bekaert Proposal for Monroe County, Florida ON Brt roll) 7aschr GuirfcrA"w°ward IN WITNESS WHEREOF,the undersigned authorized representative of each Party has executed this Master Services Agreement as of the dates set forth below to be effective as of the Effective Date. CUSTOMER: CHERRY BEKAERT: [CUSTOMER LEGAL NAME] CHERRY BEKAERT ADVISORY LLC By: By: Name: Name: Title: Title: Email: Email: Date: Date: Address: Address /5 AMO/ Attn: Attn: [Partner Namel Email: Email: With a Copy To: CBHLegalCa"7cbh.com i i i 12 3800 Glenwood Avenue,Suite 200,Raleigh,NC 27612 P 919.782.1040 I cbh.com v05.24 51