HomeMy Public PortalAbout2022-44 Selecting Caballero Fierman LLerena and Garcia, LLP for independent external auditing servicesRESOLUTION NO. 2022-44
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, SELECTING
CABALLERO FIERMAN LLERENA & GARCIA, LLP FOR
INDEPENDENT EXTERNAL AUDITING SERVICES IN AN
AMOUNT NOT TO EXCEED $174,000 OVER THREE (3)
YEARS; PROVIDING FOR AUTHORIZATION; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village of Key Biscayne ("Village") wishes to engage an independent
auditor to provide external auditing services (the "Services"); and
WHEREAS, in accordance with Section 218.391, Florida Statutes, the Village established
an auditor selection committee (the "Committee") to competitively procure the Services; and
WHEREAS, on May 4, 2022, the Committee issued Request for Proposals ("RFP") No.
2022-10 for the Services; and
WHEREAS, four (4) sealed proposals were received by the RFP deadline; and
WHEREAS, after review and evaluation of the proposals submitted, the Committee short-
listed three firms and ranked Caballero Fierman Llerena & Garcia, LLP (the "Consultant") as the
lowest, most responsive, and responsible firm that provides the best value to the Village for the
Services; and
WHEREAS, pursuant to Section 218.391(4), Florida Statutes, the Village Council desires
to select the Consultant to perform the Services and authorize the Village Manager to negotiate
and execute an agreement, in substantially the form attached hereto as Exhibit "A," with the
Consultant in an amount not to exceed $158,000 over three (3) years; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Page 1 of 2
Section 1. Recitals. That each of the above -stated recitals are hereby adopted,
confirmed, and incorporated herein.
Section 2. Selection. That the Village Council hereby selects the Consultant for the
Services.
Section 3. Authorization. That the Village Council hereby authorizes the Village
Manager to execute the Agreement, in substantially the form attached hereto as Exhibit "A," in an
amount not to exceed $158,000 over three (3) years, subject to the final approval of the Village
Attorney as to form, content, and legal sufficiency.
Section 4. Effective Date. That this Resolution shall be effective immediately upon
adoption.
PASSED and ADOPTED this 24th day of August
r
ATTEST:
JO LYNG OCH
VILLAGE CLERK
k<cpci-
, 2022.
MICHAEL W. DAVEY, MAYOR
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APPROVED AS TO FORM AND LEGAL SUFFICIENC ;®R��
WEISS SEROTA HELFMAN COLE & BIERMAN, P.L.
VILLAGE ATTORNEY
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C
L
F
G
CABALLERO FIERMAN
LLERENA GARCIA LLP
accountants I advisors
July 22, 2022
To Honorable Mayor, Village Council and Village Manager
Village of Key Biscayne, Florida
88 West McIntyre Street, Suite 230
Key Biscayne, Florida 33149
Re: Engagement letter with Caballero Fierman Llerena & Garcia, LLP ("We", "our" or "us")
We are pleased to confirm our understanding of the services we are to provide for the Village of Key Biscayne, Florida
(the Village) for the fiscal years ending September 30, 2022 through 2024 (with the option to renew for the fiscal years
ending September 30, 2025 and 2026).
Audit Scope and Objectives
We will audit the financial statements of the governmental activities, the business -type activities, each major fund, and
the aggregate remaining fund information, including the disclosures, which collectively comprise the basic financial
statements, of the Village as of and for the fiscal years ending September 30, 2022 through 2024. Accounting standards
generally accepted in the United States of America (GAAP) provide for certain required supplementary information
(RSI), such as management's discussion and analysis (MD&A), to supplement the Village's basic financial statements.
Such information, although not a part of the basic financial statements, is required by the Governmental Accounting
Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements
in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited
procedures to the Village's RSI in accordance with auditing standards generally accepted in the United States of
America (GAAS). These limited procedures will consist of inquiries of management regarding the methods of preparing
the information and comparing the information for consistency with management's responses to our inquiries, the basic
financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not
express an opinion or provide any assurance on the information because the limited procedures do not provide us with
sufficient evidence to express an opinion or provide any assurance. The following RSI is required by GAAP and will be
subjected to certain limited procedures, but will not be audited:
1) Management's Discussion and Analysis
2) Budgetary Comparison Schedules
3) Schedule of Changes in Village's Net Pension Liability (Asset) and Related Ratios — Pension Trust Fund
4) Schedule of Changes in Village's Total OPEB Liability and Related Ratios
5) Schedule of Village Contributions — Pension Trust Fund
6) Schedule of Investment Returns — Pension Trust Fund
We have also been engaged to report on supplementary information other than RSI that accompanies the Village's
financial statements. We will subject the following supplementary information to the auditing procedures applied in our
audit of the financial statements and certain additional procedures, including comparing and reconciling such
information directly to the underlying accounting and other records used to prepare the financial statements or to the
financial statements themselves, and other additional procedures in accordance with GAAS, and we will provide an
opinion on it in relation to the financial statements as a whole in a report combined with our auditors' report on the
financial statements.
1) Schedule of Expenditures of Federal Awards and State Financial Assistance
2) Combining and Individual Fund Financial Statements and Schedules
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In connection with our audit of the basic financial statements, we will read the following other information and consider
whether a material inconsistency exists between the other information and the basic financial statements, or the other
information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an
uncorrected material misstatement of the other information exists, we are required to describe it in our report.
1) Introductory Section
2) Statistical Section
The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and issue an auditors' report that includes our opinions
about whether your financial statements are fairly presented, in all material respects, in conformity with GAAP, and
report on the fairness of the supplementary information referred to in the second paragraph when considered in relation
to the financial statements as whole. Reasonable assurance is a high level of assurance but is not absolute assurance
and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards
will always detect a material misstatement when it exists. Misstatements, including omissions, can arise from fraud or
error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they would
influence the judgment of a reasonable user made based on the financial statements. The objectives also include
reporting on:
• Internal control over financial reporting and compliance with provisions of laws, regulations, contracts, and
award agreements, noncompliance with which could have a material effect on the financial statements in
accordance with Government Auditing Standards.
• Internal control over compliance related to major programs and an opinion (or disclaimer of opinion) on
compliance with federal statutes, regulations, and the terms and conditions of federal awards that could have
a direct and material effect on each major program in accordance with the Single Audit Act Amendments of
1996 and Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) and Chapter 10.550, Rules
of the Auditor General.
Auditors' Responsibilities for the Audit of the Financial Statements and Single Audit
We will conduct our audit in accordance with GAAS; the standards for financial audits contained in Government Auditing
Standards, issued by the Comptroller General of the United States; the Single Audit Act Amendments of 1996; the
provisions of the Uniform Guidance and Chapter 10.550, Rules of the Auditor General, and will include tests of
accounting records, a determination of major program(s) in accordance with Uniform Guidance and Chapter 10.550,
Rules of the Auditor General, and other procedures we consider necessary to enable us to express such opinions. As
part of an audit in accordance with GAAS and Government Auditing Standards, we exercise professional judgment and
maintain professional skepticism throughout the audit.
We will evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management. We will also evaluate the overall presentation of the financial statements, including
the disclosures, and determine whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation. We will plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial
reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to
the government or to acts by management or employees acting on behalf of the government. Because the
determination of waste and abuse is subjective, Govemment Auditing Standards do not expect auditors to perform
specific procedures to detect waste or abuse in financial audits nor do they expect auditors to provide reasonable
assurance of detecting waste or abuse.
Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because
we will not perform a detailed examination of all transactions, there is an unavoidable risk that some material
misstatements or noncompliance may not be detected by us, even though the audit is properly planned and performed
in accordance with GAAS and Govemment Auditing Standards. In addition, an audit is not designed to detect immaterial
misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the
financial statements or on major programs. However, we will inform the appropriate level of management of any material
errors, any fraudulent financial reporting, or misappropriation of assets that come to our attention. We will also inform
the appropriate level of management of any violations of laws or governmental regulations that come to our attention,
unless clearly inconsequential. We will include such matters in the reports required for a Single Audit. Our responsibility
as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not
engaged as auditors.
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We will also conclude, based on the audit evidence obtained, whether there are conditions or events, considered in the
aggregate, that raise substantial doubt about the government's ability to continue as a going concern for a reasonable
period of time.
Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, tests
of the physical existence of inventories, and direct confirmation of receivables and certain assets and liabilities by
correspondence with selected individuals, funding sources, creditors, and financial institutions. We will also request
written representations from your attorneys as part of the engagement.
We have identified the following significant risk of material misstatement as part of our audit planning:
• Management override of controls
We may, from time to time and depending on the circumstances, use third -party service providers in serving your
account. We may share confidential information about you with these service providers but remain committed to
maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures,
and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality
agreements with all service providers to maintain the confidentiality of your information and we will take reasonable
precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your
confidential information to others. In the event that we are unable to secure an appropriate confidentiality agreement,
you will be asked to provide your consent prior to the sharing of your confidential information with the third -party service
provider. Furthermore, we will remain responsible for the work provided by any such third -party service providers.
Our audit of financial statements does not relieve you of your responsibilities.
Audit Procedures —Internal Control
We will obtain an understanding of the Village and its environment, including internal control relevant to the audit,
sufficient to identify and assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and to design and perform audit procedures responsive to those risks and obtain evidence that is sufficient and
appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentation, or the override of internal control. Tests of controls may be performed to test the effectiveness of
certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial
statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters
that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than
would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report
on internal control issued pursuant to Government Auditing Standards.
As required by the Uniform Guidance and Chapter 10.550, Rules of the Auditor General, we will perform tests of controls
over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to
preventing or detecting material noncompliance with compliance requirements applicable to each major federal award
program and state project. However, our tests will be less in scope than would be necessary to render an opinion on
those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to the
Uniform Guidance and Chapter 10.550, Rules of the Auditor General.
An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material
weaknesses. Accordingly, we will express no such opinion. However, during the audit, we will communicate to
management and those charged with governance internal control related matters that are required to be communicated
under AICPA professional standards, Government Auditing Standards, the Uniform Guidance, and Chapter 10.550,
Rules of the Auditor General.
Audit Procedures —Compliance
As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement,
we will perform tests of the Village's compliance with provisions of applicable laws, regulations, contracts, and
agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion
on overall compliance, and we will not express such an opinion in our report on compliance issued pursuant to
Government Auditing Standards.
The Uniform Guidance and Chapter 10.550, Rules of the Auditor General require that we also plan and perform the
audit to obtain reasonable assurance about whether the auditee has complied with federal and state statutes,
regulations, and the terms and conditions of federal awards and state projects applicable to major programs. Our
procedures will consist of tests of transactions and other applicable procedures described in the OMB Compliance
Supplement and the State Projects Compliance Supplement (collectively, the "Compliance Supplements") for the types
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of compliance requirements that could have a direct and material effect on each of the Village's major programs. For
federal programs and state projects that are included in the Compliance Supplements, our compliance and internal
control procedures will relate to the compliance requirements that the Compliance Supplements identify as being
subject to audit. The purpose of these procedures will be to express an opinion on the Village's compliance with
requirements applicable to each of its major programs in our report on compliance issued pursuant to the Uniform
Guidance and Chapter 10.550, Rules of the Auditor General.
Other Services
We will also assist in preparing the financial statements and related notes of the Village in conformity with accounting
principles generally accepted in the United States of America based on information provided by you. These nonaudit
services do not constitute an audit under Govemment Auditing Standards and such services will not be conducted in
accordance with Government Auditing Standards. We will perform the services in accordance with applicable
professional standards. The other services are limited to the financial statements and related notes services previously
defined. We, in our sole professional judgment, reserve the right to refuse to perform any procedure or take any action
that could be construed as assuming management responsibilities.
You agree to assume all management responsibilities for the financial statement, related notes, and any other nonaudit
services we provide. You will be required to acknowledge in the management representation letter our assistance with
preparation of the financial statements and related notes and that you have reviewed and approved the financial
statements and related notes prior to their issuance and have accepted responsibility for them. Further, you agree to
oversee the nonaudit services by designating an individual, preferably from senior management, with suitable skill,
knowledge, or experience; evaluate the adequacy and results of those services; and accept responsibility for them.
Employment Eligibility
Effective January 1. 2021, Section 448.095, Florida Statutes, requires all contractors entering into a contract with the
Plan to register with the E -Verify system operated by the United States Department of Homeland Security to verify the
employment eligibility of all of its newly hired employees. Accountant/auditor meets the definition of "Contractor" as
defined in Section 448.095, Florida Statutes. Accountant/auditor verifies that it has registered with and uses the E -
Verify system.
Responsibilities of Management for the Financial Statements and Single Audit
Our audit will be conducted on the basis that you acknowledge and understand your responsibility for (1) designing,
implementing, establishing, and maintaining effective internal controls relevant to the preparation and fair presentation
of financial statements that are free from material misstatement, whether due to fraud or error, including internal controls
over federal awards, and for evaluating and monitoring ongoing activities to help ensure that appropriate goals and
objectives are met; (2) following laws and regulations; (3) ensuring that there is reasonable assurance that government
programs are administered in compliance with compliance requirements; and (4) ensuring that management and
financial information is reliable and properly reported. Management is also responsible for implementing systems
designed to achieve compliance with applicable laws, regulations, contracts, and grant agreements. You are also
responsible for the selection and application of accounting principles; for the preparation and fair presentation of the
financial statements, schedule of expenditures of federal awards and state financial assistance, and all accompanying
information in conformity with accounting principles generally accepted in the United States of America; and for
compliance with applicable laws and regulations (including federal and state statutes), rules, and the provisions of
contracts and grant agreements (including award agreements). Your responsibilities also include identifying significant
contractor relationships in which the contractor has responsibility for program compliance and for the accuracy and
completeness of that information.
You are also responsible for making drafts of financial statements, schedule of expenditures of federal awards and
state financial assistance, all financial records, and related information available to us and for the accuracy and
completeness of that information (including information from outside of the general and subsidiary ledgers). You are
also responsible for providing us with (1) access to all information of which you are aware that is relevant to the
preparation and fair presentation of the financial statements, such as records, documentation, identification of all related
parties and all related -party relationships and transactions, and other matters; (2) access to personnel, accounts, books,
records, supporting documentation, and other information as needed to perform an audit under the Uniform Guidance
and Chapter 10.550, Rules of the Auditor General; (3) additional information that we may request for the purpose of
the audit; and (4) unrestricted access to persons within the government from whom we determine it necessary to obtain
audit evidence. At the conclusion of our audit, we will require certain written representations from you about the financial
statements; schedule of expenditures of federal awards and state financial assistance; federal award programs and
state projects; compliance with laws, regulations, contracts, and grant agreements; and related matters.
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Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us
in the management representation letter that the effects of any uncorrected misstatements aggregated by us during
the current engagement and pertaining to the latest period presented are immaterial, both individually and in the
aggregate, to the financial statements of each opinion unit taken as a whole.
You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for
informing us about all known or suspected fraud affecting the govemment involving (1) management, (2) employees
who have significant roles in internal control, and (3) others where the fraud could have a material effect on the financial
statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud
affecting the government received in communications from employees, former employees, grantors, regulators, or
others. In addition, you are responsible for identifying and ensuring that the government complies with applicable laws,
regulations, contracts, agreements, and grants. You are also responsible for taking timely and appropriate steps to
remedy fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements that we report.
Additionally, as required by the Uniform Guidance and Chapter 10.550, Rules of the Auditor General, it is
management's responsibility to evaluate and monitor noncompliance with federal and state statutes, regulations, and
the terms and conditions of federal awards and state projects; take prompt action when instances of noncompliance
are identified including noncompliance identified in audit findings; promptly follow up and take corrective action on
reported audit findings; and prepare a summary schedule of prior audit findings and a separate corrective action plan
(if any).
You are responsible for identifying all federal awards and state projects received and understanding and complying
with the compliance requirements and for the preparation of the schedule of expenditures of federal awards and state
financial assistance (including notes and noncash assistance received, and COVID-19-related concepts, such as lost
revenues, if applicable) in conformity with the Uniform Guidance and Chapter 10.550, Rules of the Auditor General.
You agree to include our report on the schedule of expenditures of federal awards and state financial assistance in any
document that contains, and indicates that we have reported on, the schedule of expenditures of federal awards and
state financial assistance. You also agree to make the audited financial statements readily available to intended users
of the schedule of expenditures of federal awards no later than the date the schedule of expenditures of federal awards
and state financial assistance is issued with our report thereon. Your responsibilities include acknowledging to us in
the written representation letter that (1) you are responsible for presentation of the schedule of expenditures of federal
awards and state financial assistance in accordance with the Uniform Guidance and Chapter 10.550, Rules of the
Auditor General; (2) you believe the schedule of expenditures of federal awards and state financial assistance, including
its form and content, is stated fairly in accordance with the Uniform Guidance and Chapter 10.550, Rules of the Auditor
General; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if
they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or
interpretations underlying the measurement or presentation of the schedule of expenditures of federal awards and state
financial assistance.
You are also responsible for the preparation of the other supplementary information, which we have been engaged to
report on, in conformity with U.S. generally accepted accounting principles. You agree to include our report on the
supplementary information in any document that contains, and indicates that we have reported on, the supplementary
information. You also agree to make the audited financial statements readily available to users of the supplementary
information no later than the date the supplementary information is issued with our report thereon. Your responsibilities
include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the
supplementary information in accordance with GAAP; (2) you believe the supplementary information, including its form
and content, is fairly presented in accordance with GAAP; (3) the methods of measurement or presentation have not
changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have
disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the
supplementary information.
Management is responsible for establishing and maintaining a process for tracking the status of audit findings and
recommendations. Management is also responsible for identifying and providing report copies of previous financial
audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit
Scope and Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address
significant findings and recommendations resulting from those audits, attestation engagements, performance audits,
or studies. You are also responsible for providing management's views on our current findings, conclusions, and
recommendations, as well as your planned corrective actions for the report, and for the timing and format for providing
that information.
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Engagement Administration, Fees, and Other
We understand that your employees will prepare all cash, accounts receivable, or other confirmations we request and
will locate any documents selected by us for testing.
At the conclusion of the engagement, we will complete the appropriate sections of the Data Collection Form that
summarizes our audit findings. It is management's responsibility to electronically submit the reporting package
(including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings,
auditors' reports, and corrective action plan) along with the Data Collection Form to the federal audit clearinghouse.
We will coordinate with you the electronic submission and certification. The Data Collection Form and the reporting
package must be submitted within the earlier of 30 calendar days after receipt of the auditors' reports or nine months
after the end of the audit period.
We will provide copies of our reports to the Village; however, management is responsible for distribution of the reports
and the financial statements. Unless restricted by law or regulation, or containing privileged and confidential information,
copies of our reports are to be made available for public inspection.
The audit documentation for this engagement is the property of Caballero Fierman Llerena & Garcia, LLP and
constitutes confidential information. However, subject to applicable laws and regulations, audit documentation and
appropriate individuals will be made available upon request and in a timely manner to the applicable oversight agency
or its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for
purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will
notify you of any such request. If requested, access to such audit documentation will be provided under the supervision
of Caballero Fierman Llerena & Garcia, LLP personnel. Furthermore, upon request, we may provide copies of selected
audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or
information contained therein to others, including other governmental agencies.
The audit documentation for this engagement will be retained for a minimum of five years after the report release date
or for any additional period requested by the applicable oversight agency. If we are aware that a federal awarding
agency, pass -through entity, or auditee is contesting an audit finding, we will contact the party(ies) contesting the audit
finding for guidance prior to destroying the audit documentation.
Andrew S. Fierman, CPA is the engagement partner and is responsible for supervising the engagement and signing
the reports or authorizing another individual to them.
Our fees for these services will be $55,000, $58,000, and $61,000 for the fiscal years ending September 30, 2022,
2023, and 2024, respectively and $6,000 for a Federal and/or Florida Single Audit. These fees are based on anticipated
cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during
the engagement. If significant additional time is necessary, we will keep you informed of any problems we encounter
and our fees will be adjusted accordingly. Our standard hourly rates vary according to the degree of responsibility
involved and the experience level of the personnel assigned to your audit. Our invoices for these fees will be rendered
as work progresses and are payable on presentation. If we elect to terminate our services for nonpayment, our
engagement will be deemed to have been completed upon written notification of termination, even if we have not
completed our report(s). You will be obligated to compensate us for all time expended and to reimburse us for all out-
of-pocket costs through the date of termination.
Our audit engagement ends on delivery of our audit report. Any follow-up services that might be required will be a
separate, new engagement. The terms and conditions of that new engagement will be governed by a new, specific
engagement letter for that service.
In the absence of any other written communication from us documenting such additional services, our services will
continue to be governed by the terms of this engagement letter.
As a result of the services we provide to you pursuant to this engagement letter, and/or as a result of our prior or future
services to the Village, we may be required or requested to provide information or documents to you or a third -party in
connection with a legal, arbitration or administrative proceeding (including a grand jury investigation) in which we are
not a party. If this occurs, our efforts in complying with such requests or demands will be deemed part of this
engagement and we shall be entitled to compensation for our time and reimbursement for our reasonable out-of-pocket
expenditures (including legal fees of counsel of our own choosing) in complying with such request or demand. This is
not intended, however, to relieve us of our duty to observe the confidentiality requirements of our profession.
You may request that we perform additional services not addressed in this engagement letter. If this occurs, we will
communicate with you regarding the scope of the additional services and the estimated fees. We also may issue a
separate engagement letter covering the additional services. In the absence of any other written communication from
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us documenting such additional services, our services will continue to be governed by the terms of this engagement
letter.
The Village hereby indemnifies Caballero Fierman Llerena & Garcia, LLP and its partners, principals, and employees,
and holds them harmless from all claims, liabilities, losses, and costs arising in circumstances where there has been a
known misrepresentation by a member of the Village's management, regardless of whether such person was acting in
the Village's interest. This indemnification will survive termination of this letter of engagement.
The parties to this engagement agree that any dispute that may arise regarding the meaning, performance, or
enforcement of this engagement will be submitted to mediation, either prior to the filing of any legal action, or upon
service of any lawsuit, upon written request of any party to the engagement. The party requesting mediation shall select
the mediation provider from the list of mediation training providers approved by the Florida Supreme Court. The
mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration
Association or such other rules as may be agreed upon by the parties. The results of this mediation shall not be binding
upon either party. Costs of any mediation proceeding shall be shared equally by both parties. The parties shall be
responsible for their own legal fees incurred during the mediation. The venue of the mediation shall be in Miami -Dade
County, Florida.
If mediation is unsuccessful, and/or if any legal proceedings are filed, by entering into this engagement, the Village and
we each expressly agree and acknowledge that Circuit Court for the Eleventh Judicial Circuit of Florida in and for Miami -
Dade County, in Miami, Florida, and the United States District Court for the Southern District of Florida, in Miami,
Florida, shall each have exclusive and sole jurisdiction for any action arising from, from relating to or in connection with
this engagement letter, or any course of conduct, course of dealing, statement or actions by us or the Village and their
respective employees, representatives, or agents. You expressly acknowledge that you voluntarily submit to personal
jurisdiction in the State of Florida for any such legal action.
WE AND THE VILLAGE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT
EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION OR LEGAL PROCEEDINGS BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS ENGAGEMENT LETTER OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF EITHER US OR THE VILLAGE.
The provisions of the immediately preceding last two paragraphs of this engagement letter are each a material
inducement for us to accept this engagement in accordance with the provisions of this engagement letter. The terms
and provisions of this engagement letter, any course of conduct, course of dealing and/or action on our part and/or by
the Village and our relationship with the Village shall be governed by the laws of the State of Florida. In any litigation
brought either by us or the Village, the prevailing party shall be entitled to an award of its reasonable attorneys' fees
and costs incurred, including through all appeals.
Our audit is intended for the benefit of the Village. The audit will not be planned or conducted in contemplation of
reliance by any third party or with respect to any specific transaction. Therefore, items of possible interest to a third
party will not be specifically addressed and matters may exist that would be assessed differently by a third party,
possibly in connection with a specific transaction.
If you intend to publish or otherwise reproduce the financial statements together with our report (or otherwise make
reference to our Firm) in a document that contains other information, you agree to provide us with a draft of the
document to read and comment on before it is printed and distributed. Furthermore, you agree that the terms of this
engagement do not encompass an undertaking by us (1) to consent, by means of separate letter or otherwise, to the
inclusion of our auditor's report on the financial statements referred to above in a filing with a Federal or state regulatory
agency or otherwise reissue our report for purposes of a securities offering or other financing transaction, or (2) to
acknowledge reliance on our report by others.
With regard to the electronic dissemination of the audited financial statements, including financial statements published
electronically on a website, you understand that electronic sites are a means to distribute information and, therefore,
we are not required to read the information contained in these sites or to consider the consistency of other information
in the electronic site with the original document. Further, you hereby authorize Caballero Fierman Llerena & Garcia,
LLP to electronically submit to your employees or to others as you may request or as may be necessary to perform our
engagement, any financial statements, workpapers, and other information related to our services under this agreement.
By your signature below, you acknowledge and agree to hold Caballero Fierman Llerena & Garcia, LLP harmless from
any damages, claims, liabilities, losses, and costs (including legal fees of counsel of our own choosing) whatsoever
that might be caused by the electronic transmission or submission of this data.
We acknowledge your right to terminate our services at any time, and you acknowledge our right to resign at any time
(including instances where in our judgment, our independence has been impaired or we can no longer rely on the
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8950 SW 74"' Court I Suite 12101 Miami, FL 33156
T: 305.662.7272 I F: 305.662.4266 I CFLGCPA.COM
DocuSign Envelope ID: 0A18CC36-7B8D-4DEA-934D-E5C1127444BC
integrity of management), subject in either case to our right to payment for all direct or indirect charges incurred through
the date of termination or resignation or thereafter as circumstances and this engagement agreement may require.
This engagement letter reflects the entire agreement between us relating to the services covered by this letter. It
replaces and supersedes any previous proposals, correspondence and understandings, whether written or oral. If any
portion of this agreement is held to be void, invalid or otherwise unenforceable, in whole or in part, the remaining
portions of this agreement shall remain in effect. The agreements of the Village and Caballero Fierman Llerena &
Garcia, LLP contained in this engagement letter shall survive the completion or termination of this engagement.
Reporting
We will issue written reports upon completion of our Single Audit. Our reports will be addressed to the Honorable Mayor,
Village Council and Village Manager. Circumstances may arise in which our report may differ from its expected form
and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary
for us to modify our opinions, add a separate section, or add an emphasis -of -matter or other -matter paragraph to our
auditors' report, or if necessary, withdraw from this engagement. If our opinions are other than unmodified, we will
discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form
or have not formed opinions, we may decline to express opinions or issue reports, or we may withdraw from this
engagement.
The Government Auditing Standards report on internal control over financial reporting and on compliance and other
matters will state that (1) the purpose of the report is solely to describe the scope of testing of internal control and
compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Village's internal
control or on compliance, and (2) the report is an integral part of an audit performed in accordance with Government
Auditing Standards in considering the Village's internal control and compliance. The Uniform Guidance and Chapter
10.550, Rules of the Auditor General report on internal control over compliance will state that the purpose of the report
on internal control over compliance is solely to describe the scope of testing of internal control over compliance and
the results of that testing based on the requirements of the Uniform Guidance and Chapter 10.550, Rules of the Auditor
General. Both reports will state that the report is not suitable for any other purpose.
We appreciate the opportunity to be of service to the Village and believe this letter accurately summarizes the significant
terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement
as described in this letter, please sign the attached copy and return it to us.
This engagement letter is renewable at the option of the Village.
Very truly yours,
add
Andrew S. Fierman, CPA
Partner
Caballero Fierman Llerena & Garcia, LLP
RESPONSE:
This letter correctly sets forth the understanding of the Village.
f OocuSIUned
by:
ftmt v, C ulil.l.iamrsevu
By:
Cr6C6D6D78M12D...
Title: Vi 11 age Manager
9/16/2022
Date:
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8950 SW 74`h Court 1 Suite 1210 1 Miami, FL 33156
T: 305.662.7272 1 F: 305.662.4266 1 CFLGCPA.COM