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HomeMy WebLinkAboutContract 2024-063ADocusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 AGREEMENT No. 2024-063 FINANCIAL AUDITING SERVICES THIS AGREEMENT, is made and entered into this Tuesday, January 14, 2025, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"), and CARR, RIGGS & INGRAM, LLC., whose address is: 1031 W. Morse Blvd., Suite 200, Winter Park, FL, 32789, (hereinafter referred to as "CONTRACTOR"). WHEREAS, the City of Clermont issued RFP 25-001 titled Financial Auditing Services; WHEREAS, CONTRACTOR submitted its response dated September 27, 2024, to RFP 25-001; WHEREAS, CITY desired to award a contract to CONTRACTOR in accordance with the terms and conditions of RFP 25-001 and CONTRACTOR's response thereto; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 1. SCOPE OF WORK The CONTRACTOR shall provide financial auditing services as described in CITY's RFP 25-001 and CONTRACTOR's September 27, 2024 response thereto, which are expressly incorporated herein and made a part of the Agreement Documents hereto and shall do everything required by this Agreement and the Agreement Documents. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR. 2. THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement Documents and the Unit Price Schedule an amount in accordance with the compensation schedule set forth in Exhibit "A", attached hereto and incorporated herein. 3. PROVISION OF SERVICES AND COMPLETION OF WORK A. The CONTRACTOR shall provide to the CITY with financial auditing services upon receipt of an authorized order from CITY and shall provide the requested services in the timeframe and as set forth in RFP 25-001 or in the specific purchase order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. B. CONTRACTOR, upon receipt of a purchase order hereunder, shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there 1 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Term Agreement RFP 25-001 Financial Auditing Services will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option cancel the order and seek the items from any available source. C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any services herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted services so as to comply with the warranties and specifications hereof. D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 4. TERM AND TERMINATION A. This Agreement is to become effective upon execution by both parties and shall remain in effect for a period of five (5) years thereafter, unless terminated or renewed as provided for herein. B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR; b) if CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. C. Upon mutual Agreement of the parties, this Agreement may be renewed for three (3) additional one-year terms. Sixty (60) days prior to completion of each extended term of this Agreement, CONTRACTOR may request and the City may consider an adjustment to price based on changes in the Producer Price Index (PPI). 5. PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, the CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for 2 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Term Agreement RFP 25-001 Financial Auditing Services all accepted deliveries and undisputed products delivered and services provided, within thirty (30) calendar days of receipt of the invoice. 6. DISPUTE RESOLUTION - MEDIATION A. Any claim, dispute, or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes, and other matters in question between them by mediation. C. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. 7. INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR's Commercial General Liability Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: A. CONTRACTOR's Commercial General Liability, $1,000,000 Each ($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit B. Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Term Agreement RFP 25-001 Financial Auditing Services The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. Indemnification Rider A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such acts are caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article; however, this indemnification does not include the sole acts of negligence, damage or losses caused by the CITY and its other contractors. B. In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. C. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. 8. NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: Carr, Riggs & Ingram, LLC 1031 W. Morse Blvd., Suite 200, Winter Park, FL, 32789 Attn: Heather Mosier, Partner 4 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Term Agreement RFP 25-001 Financial Auditing Services OWNER: City of Clermont 685 W. Montrose Street, Clermont, FL 34711 Attn: Brian Bulthuis, City Manager Either party may change the name of the person receiving notices and the address at which notices are received by so advising the other party in writing. 9. MISCELLANEOUS 9.1. Attorneys' Fees In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 9.2. Waiver The waiver by the CITY of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 9.3. Severability If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 9.4. Amendment Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 9.5. Entire Agreement This Agreement, including the documents incorporated by reference, contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 9.6. Assignment _ Except in the event of a merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Term Agreement RFP 25-001 Financial Auditing Services may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of the CITY. 9.7. Venue The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 9.8. Applicable Law This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of Florida. 9.9. Public Records The CONTRACTOR expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, including the following: A. Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. B. Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in Florida's Public Records law 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. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon the termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. The CONTRACTOR shall make reasonable efforts to provide all records stored electronically to the CITY in a format compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331. 10. CONTRACT DOCUMENTS The Contract Documents, as listed below are herein made fully a part of this Contract as if herein repeated. Document Precedence: 11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Term Agreement RFP 25-001 Financial Auditing Services A. This Agreement B. Purchase Order / Notice To Proceed C. An applicable Contractor Quote or Statement of Work D. All documents contained in RFP 25-001 titled Financial Auditing Services and CONTRACTOR's response thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 15rh day of January, 2025. CITY OF CLERMONT Signed by: i 28A7692F758C492... Tim Murry, Mayor ATTEST: E DocuSigned by: Aa"-,00c Raw 3AD7F34905B344A... DS Tracy Ackroyd HojOre, City Clerk Stamp 7 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 CARR, RIGGS & INGRAM, LLC. Signed by: (1f ATIAt.V' �lbSiw By 746A3A8797S94C0 Print Name: Heather Mosier Title: Partner Date: 1/16/2025 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 d" CLER ONT Choice of Champions City of Clermont Procurement Services Freddy Suarez, Procurement Services Director 685 W. Montrose Street, Clermont, FL 34711 [CARR, RIGGS & INGRAM, LLC] RFP No. RFP 25-001 Financial Auditing Services RESPONSE DEADLINE: September 27, 2024 at 2:00 pm Carr, Riggs & Ingram, LLC Response PRICE TABLES TOTAL ALL-INCLUSIVE PRICE WITHOUT SINGLE AUDIT - CITY OF CLERMONT Line Item 1 Description Fiscal Year 2024 Quantity 1 Unit of Measure Lump Sum Unit Cost $65,000.00 Total $65,000.00 2 Fiscal Year 2025 1 Lump Sum $66,500.00 $66,500.00 3 Fiscal Year 2026 Fiscal Year 2027 Fiscal Year 2028 1 Lump Sum $68,000.00 $68,000.00 4 1 Lump Sum $69,500.00 $69,500.00 5 1 Lump Sum $70,000.00 $70,000.00 6 Fiscal Year 2029 1 Lump Sum $71,000.00 $71,000.00 7 Fiscal Year 2030 1 Lump Sum $72,000.00 $72,000.00 8 Fiscal Year 2031 1 Lump Sum $73,000.00 $73,000.00 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 [CARR, RIGGS & INGRAM, LLC] RESPONSE DOCUMENT REPORT RFP No. RFP 25-001 Financial Auditing Services TOTAL ALL-INCLUSIVE PRICE WITH SINGLE AUDIT -CITY OF CLERMONT Line Item 9 Description Fiscal Year 2024 Fiscal Year 2025 Quantity 1 Unit of Measure Lump Sum Unit Cost $71,500.00 Total $71,500.00 10 1 Lump Sum $73,250.00 $73,250.00 11 Fiscal Year 2026 1 Lump Sum $75,000.00 $75,000.00 12 Fiscal Year 2027 1 Lump Sum $76,750.00 $76,750.00 13 Fiscal Year 2028 Fiscal Year 2029 Fiscal Year 2030 Fiscal Year 2031 1 Lump Sum $77,500.00 $77,500.00 14 1 Lump Sum $78,500.00 $78,500.00 15 1 Lump Sum $79,500.00 $79,500.00 16 1 Lump Sum $80,500.00 $80,500.00 TOTAL ALL-INCLUSIVE AUDIT PRICE - CRA [CARR, RIGGS & INGRAM, LLC] RESPONSE DOCUMENT REPORT Request For Proposal - Financial Auditing Services Page 2 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 [CARR, RIGGS & INGRAM, LLC] RESPONSE DOCUMENT REPORT RFP No. RFP 25-001 Financial Auditing Services Measure 14 Fiscal Year 2029 1 Lump Sum $7,500.00 $7,500.00 15 Fiscal Year 2030 1 Lump Sum $7,500.00 $7,500.00 16 Fiscal Year 2031 1 Lump Sum $7,500.00 $7,500.00 HOURLY RATE FOR ADDITOINAL SERVICES Line Item 17 Description Partner (if any) Manager Quantity 1 Unit of Measure Hour Unit Cost $300.00 Total $300.00 18 1 Hour $180.00 $180.00 19 Supervisory Staff/Senior Auditor 1 Hour $120.00 $120.00 20 Staff / Clerical Other 1 1 Hour $75.00 $75.00 21 1 Hour $300.00 $300.00 22 Other 2 Other 3 1 Hour $300.00 $300.00 23 1 Hour $0.00 $0.00 [CARR, RIGGS & INGRAM, LLC] RESPONSE DOCUMENT REPORT Request For Proposal - Financial Auditing Services Page 3 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 d" cLER ONT Choice of Champions Company: Carr, Riggs & Ingram, LLC Email: hmosier@cricpa.com Contact: Heather Mosier Address: 1031 W. Morse Blvd. Suite 200 Winter Park, FL 32789 Phone: (407) 644-7455 Website: www.cricDa.com Submission Date: Sep 25, 2024 12:14 PM (Eastern Time) City of Clermont Procurement Services Freddy Suarez, Procurement Services Director 685 W. Montrose Street, Clermont, FL 34711 CONTACT INFORMATION Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Request For Proposal #RFP 25-001 Title: Financial Auditing Services I Statement of Work 3.1. General Information In accordance with FL Statutes 218.391, Auditor Selection Procedures, the responses to this solicitation will be evaluated by a three (3) member Auditor Selection Committee established by the City of Clermont, consisting of one (1) City Council member and two (2) non -city staff appointed by the Clermont City Council. During the evaluation process, the Auditor Selection Committee and the City of Clermont reserve the right, where it may serve the City's best interest, to request additional information or clarifications from respondents or to allow corrections of errors or omissions. The City of Clermont reserves the right to retain all proposals submitted and to use any ideas in a proposal regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the firm of the conditions in this RFP unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City of Clermont and the firm selected. If the City of Clermont requests the selected auditor to render any additional services to supplement the services requested in this RFP, such additional work must be performed only if outlined in an amendment to the contract between the City of Clermont and the respondent. Any additional work agreed to between the City of Clermont and the successful respondent must be performed at the same rates outlined in the Pricing Proposal section of this RFP. 3.2. Required Services The City desires the auditor to express an opinion on the fair presentation of its basic financial statements in conformity with generally accepted accounting principles. The basic financial statements include the governmental activities, the business -type activities, discretely presented component units, each major fund, and the aggregate remaining fund information for the City of Clermont. The auditor is not required to audit the combined financial statements and schedules. However, the auditor is to provide an "in -relation -to" report on the combining financial statements and schedules based on the auditing procedures applied during the audit of the basic financial statements. The auditor is not required to audit the statistical section of the report. The auditor will also be responsible for performing certain limited procedures involving supplementary information required by the Governmental Accounting Standards Board as mandated by generally accepted auditing standards. The auditor is not required to audit federal and state financial assistance schedules. However, the auditor is to provide "in -relation -to" reports on those schedules based on the auditing procedures applied during the audit of the financial statements. The auditor is expected to perform services related to the City's debt issuance (statement 11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Request For Proposal #RFP 25-001 Title: Financial Auditing Services reviews and debt defeasance schedules) on an as -needed basis and review supplemental financial statements based upon the Annual Comprehensive Financial Report (ACFR), as necessary. It should be understood that the City's management is responsible for properly recording transactions in the accounting records and maintaining an internal control structure sufficient to permit the preparation of reliable financial statements. It should also be understood that the City's management is responsible for the effectiveness of its internal control structure and for representations contained in the financial statements and that the auditor will require a written representation letter be furnished to the auditor by members of the City's management near the completion of the audit. The auditor's responsibility is to express an opinion on the financial statements based upon their audit, the responses to their inquiries to the City's management, and the written representations of the City's management. Because of the importance of management's representations to an effective audit, the City agrees to release the auditor and its personnel from any liability and costs relating to services under this RFP attributable to any misrepresentations by the City's management. 3.3. Auditina Standards To meet the requirements of this RFP, the audit must be performed following generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants, the rules of the Auditor General of the State of Florida, the Florida Single Audit Act, the standards for financial audits set forth by the U.S. OMB revised Circular A-133, Audits of State, Local Governments and Non -Profit Organizations, and other authoritative standards. 3.4. Reports Following the completion of the audit of the fiscal year's financial statements, the auditor shall issue: For the City: • A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles. • A report on compliance and internal control over financial reporting based on an audit of the financial statements. • A report on compliance and internal control over compliance applicable to each major federal program. The auditor must communicate any reportable condition found during the audit in the required report(s) on compliance and internal controls. A reportable condition is defined as a significant deficiency in the design or operation of the internal control structure that could adversely affect the organization's liability to record, process, summarize, and report financial data consistent with management's assertions in the financial statements. The report must identify reportable conditions that are also material weaknesses. Non - reportable conditions discovered by the auditors must be reported in a separate letter to management, which must be referred to in the report(s) on compliance and internal controls. 12 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Request For Proposal #RFP 25-001 Title: Financial Auditing Services The report(s) on compliance and internal controls must include ALL instances of non- compliance. Reporting on irregularities and illegal acts: It is understood that the audits may not reveal all errors, irregularities, or illegal acts that may have occurred during the year. Auditors must immediately write a report to the Finance Director and the City Manager of all irregularities and illegal acts of which they become aware. If the illegal act involves funds from other governmental entities, it is the City Manager's responsibility to inform the other governmental entities of the acts. 3.5. Special Consideration The City will send its ACFR to the Government Finance Officers Association of the United States and Canada (GFOA) for its Certificate of Achievement for Excellence in Financial Reporting program review. The auditor is anticipated not to be required to provide special assistance to the City to meet the program's requirements. The federal and state single audit report is to be included in the ACFR. 3.6. Working Paper Retention and Access to Working Papers All working papers and reports must be retained at the auditor's office where the work will be performed and at the auditor's expense for a minimum of five (5) years unless the firm is notified in writing by the City of the need to extend the retention period. The auditor must provide a copy of all related working papers to the City after each annual audit. In addition, the firm must respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance. 3.7. Information of Financial Operations Contact Persons: The auditor's principal contact with the City will be the Finance Director or a designated representative, who will coordinate the assistance the City will provide to the auditor. Availability of Prior Audit Reports and Working Papers: Interested respondents who wish to review prior years' audit reports may visit the City of Clermont Finance Department website at the link below: https://www.clermontfl.gov/187/Finance Budgetary Basis of Accounting: The City of Clermont prepares its budgets consistent with generally accepted accounting principles. Retirement Plans: The City of Clermont participates in the following pension plans: • General Employee Defined Benefit Pension Plan 13 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Request For Proposal #RFP 25-001 Title: Financial Auditing Services • General Employee Defined Contribution Plan • Firefighters Defined Benefit Pension Plan • Police Officers Defined Benefit Pension Plan Joint Ventures: The City of Clermont does not participate in joint ventures with other governments. Description of Finance Operations The Operating Budget for the fiscal year 2023-2024 may be downloaded from the City of Clermont Finance Department website located in the link below: httDs://www.clermontfl.aov/187/Finance 3.8. Time Requirements Commencement of Audit: The City will have all records ready for audit and all management personnel available to meet with the firm's personnel immediately upon appointment. Schedule for the 2024 Fiscal Year Audit: The auditor must complete the following no later than the indicated dates. • Detailed Audit Plan: The auditor must provide the City of Clermont with both a detailed audit plan and a list of all schedules to be prepared by the City of Clermont by October 2024. • Interim Work: The auditor must complete interim work by October 2024. • Fieldwork: The auditor must complete all fieldwork each year by November 30th. • Draft Reports: The auditor must have drafts of the audit report and recommendations for management available for review by mid -April. Entrance Conferences, Progress Reporting, and Exit Conferences: An entrance conference with key Finance Department personnel will be held within two weeks of the City Council's appointment of the auditors. Progress conferences will be held with Finance Department personnel throughout the engagement, with an exit conference at the conclusion of the engagement. 3.9. Auditor Provided Assistance Finance Department: 14 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Request For Proposal #RFP 25-001 Title: Financial Auditing Services The Finance Department staff and responsible management personnel will be available during the audit to assist the firm by providing information, documentation, and explanations. Information Technology Department: Certain Information Technology personnel will be available to assist the auditor in performing the engagements and provide systems documentation and explanations. Work Area, Telephones, Photocopying, and FAX Machines: The City will provide the auditor with a reasonable workspace and access to telephone, photocopying, and FAX machines. The auditor will provide their laptop computers and necessary peripheral devices. 3.10. Report Preparation The auditor must prepare draft financial statements, notes, and supplementary schedules and provide recommendations, revisions, and suggestions for improvement to the Finance Director and the City Manager as soon as possible. 15 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 CARR® C R I RIGGS & INGRAM MASTER SERVICES AGREEMENT We are pleased that you have chosen to engage Carr, Riggs & Ingram to provide certain accounting, advisory, assurance, consulting, tax, and/or related services. ALTERNATIVE PRACTICE STRUCTURE "Carr, Riggs & Ingram" and "CRI" are the brand names under which Carr, Riggs & Ingram, L.L.C. ("CPA Firm") and CRI Advisors, LLC ("CRI Advisors" or "Advisors") provide professional services. Carr, Riggs & Ingram, L.L.C., Carr, Riggs & Ingram Capital, LLC and their respective subsidiaries operate as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable law, regulations and professional standards. CPA Firm is a licensed independent CPA firm that provides attest services, as well as additional ancillary services, to its clients. CRI Advisors provides tax and business consulting services to its clients. CRI Advisors and its subsidiaries are not licensed CPA firms and will not provide any attest services. The entities falling under the Carr, Riggs & Ingram or CRI brand are independently owned and are not responsible or liable for the services and/or products provided, or engaged to be provided, by any other entity under the Carr, Riggs & Ingram or CRI brand. Our use of the terms "CRI," "we," "our," "us," and terms of similar import, denote the alternative practice structure conducted by CPA Firm and CRI Advisors, as appropriate. This Master Services Agreement 2.0 ("MSA"), shall govern, throughout the entirety of our contractual relationship(s), including the provision of our services and deliverables as set forth in one or more Engagement Letters from CRI (the "services") CLIENT "Client" (collectively referred to as "Client", "you", or "your") for the purposes of this MSA, shall mean the party or parties specifically listed as the Client(s) on the applicable Engagement Letter. As examples, the Client might include {ONLY AS SPECIFICALLY IDENTIFIED OR LISTED IN THE ENGAGEMENT LETTER(S)): • For Individual Client(s): you, your spouse (if filing jointly), your dependent 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 children, other dependents, any grantor trusts for which you act as trustee, and any investment partnership or limited liability company if all of the ownership interests are owned by the foregoing persons; and • For Business Client(s) (e.g. for -profit, not -for profit, or governmental entities; fiduciary clients, etc.): the primary business and any subsidiaries or controlled affiliates. With respect to each Engagement Letter, our Client(s) for a particular engagement will include only those individuals and entities made known to us by you and specifically identified and listed under the Client Acknowledgement section of an Engagement Letter. Neither this MSA nor any Engagement Letter will create any client relationship nor any service -related obligation between us and any natural person or entity unknown to us and/or not specifically listed or identified in an Engagement Letter. AUTHORITY TO BIND BY EXECUTING AN ENGAGEMENT LETTER THAT REFERENCES AND INCORPORATES THIS MSA, CLIENT ACCEPTS AND AGREES TO THE TERMS OF THIS MSA. ANY INDIVIDUAL EXECUTING OR ACCEPTING THIS MSA ON BEHALF OF ANY INDIVIDUAL, COMPANY, OR OTHER LEGAL ENTITY, REPRESENTS THATTHEY HAVE THE AUTHORITY TO BIND SUCH INDIVIDUAL, ENTITY, AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, WILL PROVIDE UPON REQUEST ANY INFORMATION OR DOCUMENTATION VERIFYING, IN CRI'S SOLE DISCRETION, SUCH AUTHORITY, IN WHICH CASE THE TERM "CLIENT" SHALL REFER TO EACH REPRESENTED INDIVIDUAL, ENTITY, OR AFFILIATES. IF THE EXECUTING INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, THEY MUST NOT EXECUTE OR ACCEPT THIS MSA AND MAY NOT USE THE SERVICES. ENGAGEMENT LETTERS All services to be performed by us must be described in an Engagement Letter executed by the applicable CRI entity and the Client(s). Each Engagement Letter will identify the applicable CRI entity executing the Engagement letter and performing the services; the Engagement letter will also provide details on the nature of the work and any expected deliverable. Our services will be limited to the services specifically described in that Engagement Letter. Our agreement to perform services under any particular Engagement Letter does not obligate us to perform any future services under any additional Engagement Letters. 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Engagement Letters are subject to the terms and conditions outlined in this MSA. Upon execution of an Engagement Letter, this MSA is incorporated into each Engagement Letter executed by the parties. OUR RESPONSIBILITIES We will perform the services detailed in the Engagement Letter(s) in accordance with applicable professional standards. Our responsibility is limited to the period(s) covered by the service(s) detailed in the Engagement Letter(s) and does not extend to any later periods for which we are not engaged to provide applicable services, unless evidenced by a separate Engagement Letter. We are available to provide you with business advice, but we are not obligated to do so unless you specifically engage us to do so via an Engagement Letter for this purpose. The parties agree that Client will only rely on written, not oral, statements or advice from CRI. We believe written advice is necessary to avoid confusion and to make clear the specific nature and limitations of our advice. You should not rely on any advice unless it has received a full supervisory review and is provided by us in writing directly to you. Unless otherwise stipulated in the Engagement Letter: 1. we will not perform any procedures designed to: a. discover defalcations or other irregularities, b. audit or otherwise verify the information you give us, or C. detect immaterial misstatements or violations of laws or government regulations; 2. our engagement cannot be relied upon to identify or disclose any financial statement misstatements, including those caused by fraud or error, or to identify or disclose any wrongdoing within your entity or noncompliance with laws and regulations; and our services are not designed to provide assurance on internal control or to identify deficiencies in internal control. We are not investment counselors or brokers. Our advice concerning a particular investment shall be limited to advising you with regard to any applicable tax ramifications of the investment. It shall not include advising you regarding the economic viability or consequences of the investment or whether or not you should make, retain, or dispose of the investment. Our advice regarding any applicable tax ramifications of the investment shall be based on documents and information that you provide us regarding the investment. 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 However, if you would like investment advice, we are happy to provide contact information for (a) qualified investment advisor(s). 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. Our services do not relieve you of your responsibilities CLIENT RESPONSIBILITIES Our services will be conducted on the basis that you acknowledge and understand your responsibility for (as and if applicable): • assuming all management responsibilities; overseeing any services we provide by designating an individual, preferably from senior management, who possesses suitable skill, knowledge, or experience; • evaluating the adequacy and results of services (including non -attest services) performed by us; and accepting responsibility for the results of such services; designing, implementing, and maintaining internal controls relevant to the preparation and fair presentation of financial information that is free from material misstatement, whether due to fraud or error, including monitoring ongoing activities; • the selection and application of accounting principles and framework; • the preparation and fair presentation of the financial information in conformity with the applicable accounting framework; • making drafts of financial information or financial statements, 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); • timely providing us with: 1. access to all information of which you are aware or have in your possession, custody, or control that is relevant to the services for which we are engaged, including but not limited to items such as records, documentation, identification of all related parties and all related party relationships and transactions, and other matters; 2. additional information that we may request; • unrestricted access to persons within the entity from whom we determine it necessary to perform our services; 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 • the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting you or your entity 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 information or financial statements; • informing us of your knowledge of any allegations of fraud or suspected fraud affecting you or your entity received in communications from employees, former employees, regulators, or others; • identifying and ensuring compliance with applicable laws and regulations; • the safeguarding of assets, the proper recording of transactions in the book(s) of accounts; and the substantial completeness and accuracy of the financial records, and the full and accurate disclosure of all relevant facts to us. • informing, in writing, the engagement partner (or individual leading the engagement) before entering into any substantive employment discussions with any CPA Firm or CRI Advisor personnel, to ensure our independence is not impaired under the AICPA Code of Professional Conduct, if applicable You represent that the information you aresupplying to us is accurate and complete to the best of your knowledge and that you have disclosed to us all relevant facts affecting our services. USE OF FOREIGN AFFILIATES AND THIRD -PARTY SERVICE PROVIDERS By executing this MSA, and for so long as it remains in effect, you consent to the use of international service providers, including disclosure of your confidential financial information, if applicable, to our service providers located outside the United States. We maintain internal policies, procedures, and safeguards to protect the confidentiality of your personal information. We also secure and require confidentiality agreements with these service providers to maintain the confidentiality of your information and take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. We remain responsible for the work provided by any such third -party service providers. RECORD RETENTION We retain records in accordance with our record retention policy. We do not keep any of 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 your original records, so we will return those to you upon completion of the engagement. When records are returned to you, it is your responsibility to retain and protect the records for possible future use, including potential examination by governmental or regulatory agencies. You acknowledge and agree that upon the expiration of the applicable retention periods reflected within our record retention policy, available upon request, we are free to destroy our records related to the relevant or affected engagement(s). REQUEST FOR DISCLOSURE As part of the alternative practice structure both CPA Firm and CRI Advisors agree to comply with the AICPA Code of Professional Conduct, as applied to the alternative practice structure, and applicable federal, state and local rule with respect to confidentiality of client information. In the event that weare requested or required to disclose any confidential information by law, a subpoena or order issued by a court of competent jurisdiction, other governmental or regulatory authority, or professional standards (each, an "Order") or are requested or required to disclose any of the confidential information by a non- governmental third party ("Third -Party Demand"), we shall, where legally permissible and reasonably practicable, give you reasonable notice of the Order or Third -Party Demand so that you may seek a protective order or other appropriate remedy at your sole expense, or waive our compliance with the applicable confidentiality provisions of this MSA. In the event you direct us not to make the disclosure, you agree to defend, reimburse, and hold us harmless from any costs or expenses incurred in defending the privilege, including, by way of illustration only, our attorney's fees, court costs, outside adviser's costs, out-of-pocket expenses of any kind, or penalties or fines imposed as a result of your asserting the privilege or your direction to us to assert the privilege or otherwise withhold production; provided, however, we retain the sole discretion, after consultation with our legal counsel, to determine whether or not, and to what extent, to comply with or otherwise address any Order or Third -Party Demand. DATA SECURITY In the interest of facilitating our services to you, we may send data over the Internet, securely store electronic data via computer software applications hosted remotely on the Internet or allow access to data through third -party vendors' secured portals or clouds. Electronic data that is confidential to you may be transmitted or stored using these methods. We may use third -party service providers to store or transmit this data, such as, but not limited to, providers of tax return preparation software. In using these data communication and storage methods, we employ measures designed to maintain data security. We use reasonable efforts to keep such communications and data access secure in 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 accordance with our obIigations under applicable laws and professional standards. We also require our third -party vendors to do the same. You recognize and accept that we have no control over, and shall not be responsible for, the unauthorized interception or breach of any communications or data once it has been sent or has been subject to unauthorized access, notwithstanding all reasonable security measures employed by us or our third -party vendors. You consent to our use of these electronic devices and applications and submission of confidential client information to third -party service providers during this relationship. To enhance our services to you, we will use a combination of remote access, secure file transfer, virtual private network, other collaborative virtual workspaces, or other online tools or environments. Access through any combination of these tools allows for on -demand and/or real-time collaboration across geographic boundaries and time zones and allows the parties hereto to share data, engagement information, knowledge, and deliverables in a protected environment. In order to use certain of these tools and in addition to execution of this MSA or any related Engagement Letter(s), you may be required to execute a separate client acknowledgement or agreement and agree to be bound by the terms, conditions, and limitations of such agreement. You agree that we have no responsibility for the activities of third -party vendors supplying these tools and agree to indemnify and hold us harmless with respect to any and all claims arising from or related to the operation of these tools. While we may back up your files to facilitate our services, you are solely responsible for the backup of your files and records. Therefore, we recommend that you also maintain your own backup files of these records. In the event you suffer a loss of any files or records due to accident, inadvertent mistake, or force majeure, copies of which you have provided to us pursuant to this MSA or any related Engagement Letter(s), we shall not be responsible or obligated to provide you a copy of any such file or record which we may retain in our possession. DISPUTE RESOLUTION In the event of a dispute between the parties, which arises out of or relates to this MSA or any related Engagement Letter(s), the breach thereof or the services provided or to be provided hereunder or in the related Engagement Letter(s), if the dispute cannot be settled through negotiation, the parties agree that before initiating arbitration, litigation, or other dispute resolution procedure, they will first try, in good faith, to resolve the dispute through non -binding mediation. All parties agree that an alternative form of dispute resolution shall not be undertaken by either party until the expiration of fifteen (15) 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 calendar days following notice being provided to the other party indicating that the dispute cannot be settled through mediation. The mediation will be administered by the American Arbitration Association under its Dispute Resolution Rules for Professional Accounting and Related Services Disputes. The costs of any mediation proceedings shall be shared equally by all parties. GOVERNING LAW AND VENUE This MSA and any underlying Engagement Letter(s), including but not limited to, any act or omission of CRI pursuant to the MSA and/or any work by CRI shall be governed by the laws of the State of Alabama, without reference to any conflict of laws rules or principles. Any claim, civil action, or legal proceeding arising out of, or in any way relating to, this MSA or any underlying Engagement Letter(s), any act or omission of CRI pursuant to the MSA, and/or any other agreement(s) with CRI, must be brought in a state court having jurisdiction in Coffee County, Alabama, Enterprise Division, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding and agrees to waive any defenses or objections to venue and jurisdiction within Coffee County, Alabama, including forum non conveniens. TERMINATION The MSA shall continue in full force and effect until terminated in accordance with this section. We have the right and sole discretion to terminate and withdraw from this MSA immediately upon written notice to you for any reason including, but not limited to, if you do not provide us with requested information in a timely manner, refuse to cooperate with our reasonable requests, fail to timely pay, or misrepresent any facts. Withdrawal or termination of this MSA constitutes withdrawal and termination from any and all related Engagement Letter(s). We also have the right and sole discretion to withdraw for any reason from any specific engagement covered by an Engagement Letter immediately upon written notice to you. Our withdrawal will release us from any obligation to complete the services covered by that Engagement Letter and will constitute completion of that engagement. You agree to compensate us for our time and out-of-pocket expenses through the date of any termination and withdrawal of this MSA or any Engagement Letter(s). RELATIONSHIP AND DISCLOSURE BETWEEN AFFILIATES 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 As indicated, CPA Firm and CRI Advisors operate as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable law, regulations and professional standards. CPA Firm provides attest services to its clients. CRI Advisors is not a licensed CPA firm and does not provide audit or attest services. CRI Advisors has a contractual arrangement with CPA Firm whereby CRI Advisors provides CPA Firm with professional and support personnel and other support services to allow CPA Firm to perform its professional services and performs all services in connection with our engagements for which licensure as a CPA firm is not required. From time to time, CRI Advisors may consult with CPA Firm in the provision of services pursuant to this MSA or an underlying Engagement Letter. In order to avoid duplication of efforts arising out of this arrangement, you consent to our sharing among and between CRI Advisors and CPA firm the information that we may obtain from you in the course of an engagement performed or services provided in any and all Engagement Letter(s). You consent to CRI Advisors and CPA Firm sharing your Client information with one another and their respective subsidiaries and affiliates, in support of the services to be provided under an Engagement Letter. Unless you indicate otherwise, your acceptance of the terms of this MSA shall be understood by us as your consent to make disclosures among and between CPA Firm and CRI Advisors and their respective subsidiaries, affiliates, and employees of confidential information that we may obtain in the course of our engagement. You consent to the transfer by CPA Firm of all Client files, work papers and work product, for services other than attest services, if any, which includes confidential client information to CRI Advisors. Please let us know immediately if you have any objection to such transfer of your files. You consent to us using your financial, tax, and personal information to send to you by any medium: firm newsletters, surveys, press releases, invitations to our seminars, information regarding related services from affiliated companies and/or portfolio companies, and any other communication sent to some or all of our clients. You also consent to us sharing your financial, tax, and personal or confidential information with our affiliated companies and/or portfolio companies. This consent is not conditioned upon our providing services to you. CORPORATE TRANSPARENCY ACT/BENEFICIAL OWNERSHIP INFORMATION REPORTING Assisting you with your compliance with the Corporate Transparency Act ("CTA"), including beneficial ownership information ("13O1") reporting, is not within the scope of this MSA. You have sole responsibility for your compliance with the CTA, including its BO1 reporting 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 requirements and the collection of relevant ownership information. We shall have no liability resulting from your failure to comply with CTA. Information regarding the B01 reporting requirements can be found at https://www.fincen.gov/boi. Consider consulting with legal counsel if you have questions regarding the applicability of the CTA's reporting requirements and issues surrounding the collection of relevant ownership information. SEVERABILITY If any provision of this MSA or any underlying Engagement Letter(s) is found by anycourt to bevoid or otherwise unenforceable, the remainder of this MSA and any underlying Engagement Letter(s) will remain valid and enforceable as though such void or unenforceable provision were absent upon the date of its execution. COUNTERPARTS This MSA may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and shall become a binding agreement when one or more of the counterparts have been signed by each of the parties and delivered to the other party. Signatures provided byfacsimile or electronically shall be valid and binding. If we do not receive signed client acknowledge ment(s)/authorization from you within ninety (90) days from the date hereof and you continue to interact with us related to your engagement(s) in or after that timeframe, then your continued interaction will signify and represent your agreement. MODIFICATION This MSA may be amended, modified, or supplemented only by written agreement executed by all parties. In the event of a conflict between the terms of this MSA and any Engagement Letter(s), the terms of this MSA shall supersede, unless the applicable Engagement Letter(s) specifically states otherwise and references this MSA. LATE FEES AND INTEREST Client agrees to pay all services, fees, and costs of any underlying engagement, and payment is due upon receipt of our invoice. We reserve the right, in our sole discretion, to impose late fees or interest on any balance that is past due. Failure to make timely payments may, upon notice, result in our termination of this MSA and any Engagement Letter(s). 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 ENTIRE AGREEMENT This Agreement, including all Engagement Letter(s) and all attachments, schedules, and exhibits hereto or thereto, all of which are incorporated herein by reference, constitutes the full and complete agreement between the parties, including all predecessors of CRI, concerning the subject matter hereof and supersedes all prior and contemporaneous understandings and writings with respect thereto. No additional terms contained in any purchase order, order acknowledgement, confirmation, delivery acknowledgement, similar document, other correspondence, or written or oral communication between the parties will bevalid and such additional or conflicting terms are deemed rejected by the parties. CLIENT ACKNOWLEDGEMENT(5) If you acknowledge and agree with the terms of our agreement as described in this MSA, please indicate by executing. Very truly yours, 3 W 44y #F thqwnl L.L.-C. CARR, RIGGS & INGRAM, L.L.C. ,V4 Ad i(4ikw, L LG CRI ADVISORS, LLC 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Signatures Signed by: 1/15/2025 2BA7692F758C492... Tim Murry, Mayor Date Tracy by: T""V, Ad64.d Haws nc 1/15/2025 kroyd Howe, City Clerk Date 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 CARRO RIGGS & JCRIIN GRAM To Management and Those Charged with Governance of City of Clermont Notwithstanding any provision herein, this agreement is issued pursuant to the terms, conditions and pricing of the City of Clermont, Florida Request for Proposal #RFP25-001 and Carr, Riggs and Ingram, LLC's response and Contract #2024-063 thereto. In the event of conflict, the terms, conditions and pricing of the Request for Proposal shall have precedence. This Engagement Letter and its attachments, if any, are governed by the Master Services Agreement 2.0 ("MSA") between Carr, Riggs & Ingram, L.L.C. ("CPA Firm", "we", "us", or "our") and the Client; the terms of which are hereby incorporated into this Engagement Letter by reference. By executing this Engagement Letter, the parties agree to and intend to be bound by the terms of the VISA. "Carr, Riggs & Ingram" and "CRI" are the brand names under which CPA Firm and CRI Advisors, LLC ("CRI Advisors" or "Advisors") provide professional services. Carr, Riggs & Ingram, L.L.C., Carr, Riggs & Ingram Capital, LLC and their respective subsidiaries operate as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable law, regulations and professional standards. CPA Firm is a licensed independent CPA firm that provides attest services, as well as additional ancillary services, to its clients. CRI Advisors provides tax and business consulting services to its clients. CRI Advisors and its subsidiaries are not licensed CPA firms and will not provide any attest services. The entities falling under the Carr, Riggs & Ingram or CRI brand are independently owned and are not responsible or liable for the services and/or products provided, or engaged to be provided, by any other entity under the Carr, Riggs & Ingram or CRI brand. Our use of the term "CRI," and terms of similar import, denote the alternative practice structure conducted by CPA Firm, CRI Advisors, their subsidiaries and affiliates, as appropriate. 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 This Engagement Letter confirms and specifies the terms of our engagement and clarifies the nature and extent of the services we will provide for City of Clermont {"Client", "Entity", "you", or "your") as of and for the year ended September 30, 2024 (the "Selected Period(s)"). Except as otherwise expressly set forth herein, this Engagement Letter only governs attest services, provided to you by CPA Firm. Except as otherwise expressly set forth herein, any non -attest services, including any non -attest services provided by CRI Advisors or any other entities within the Carr, Riggs & Ingram alternative practice structure, will be governed by (a) separate Engagement Letter(s) between such entity and the Client. 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 In connection with the alternative practice structure, CRI Advisors maintains custody of client files for CPA Firm and CRI Advisors. By executing this engagement letter, you hereby consent to the transfer to CRI Advisors of all your client files, work papers and work product. Unless you indicate otherwise, your acceptance of the terms of this engagement shall be understood by us as your consent to transfer such files and records. SCOPE AND OBJECTIVES We will audit the financial statements and the disclosures, which collectively comprise the basic financial statement(s) of the Entity for the Selected Period(s) ended for the following: governmental activities, business -type activities, aggregate remaining fund information, each major fund and the related disclosures to the financial statements, otherwise known as the notes to the financial statements (collectively, the "Financial Statements"). The Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") (the "Selected Basis"). We will perform an audit engagement with respect to the Financial Statements of the Entity. As and if applicable and indicated in the following paragraphs, we will also perform the appropriate procedures related to either supplementary information ("Supplementary Information") and/or required supplementary information ("RSI"). The objectives of our audit are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and issue an auditor's report that includes our opinion about whether your Financial Statements are fairly presented, in all material respects, in conformity with the Selected Basis and report on the fairness of the Supplementary Information referred to below when considered in relation to the Financial Statements as a whole. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America ("GAAS") will always detect a material misstatement when it exists. Misstatements 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. • 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 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 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"). The Selected Basis provides for certain RSI, such as management's discussion and analysis ("MD&A"), to supplement Entity's Financial Statements. Such information, although not a part of the Financial Statements, is required by the Governmental Accounting Standards Board ("GASB") who considers it to be an essential part of the financial reporting for placing the Financial Statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the Entity's RSI in accordance with GAAS. These limited procedures will consist of inquires of management regarding methods of preparing the information and comparing the information 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 for consistency with management's responses to our inquiries, the Financial Statements, and other knowledge we obtained during our audit of the Financial Statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient appropriate evidence to express an opinion or provide any assurance. This RSI is required by the Selected Basis and will be subjected to certain limited procedures, but will not be audited: MD&A, Budgetary Comparison Schedules, Budgetary Notes to Required Supplementary Information, Required Pension Supplementary Information, and Required Other Postemployment Benefit Supplementary Information. We have also been engaged to report on Supplementary Information other than RSI that accompanies the Entity'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 separate written report accompanying our auditor's report on the Financial Statements or in a report combined with our auditor's report on the Financial Statements: Schedule of Expenditures of Federal Awards and related notes, Budgetary Comparison Schedules, Combining Schedules, and Non major fund schedules. In connection with our audit of the 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. Other information will include: Statistical Schedules, Transmittal Letter, and Organizational Chart. Compliance with Florida Statute 218.415 We will also examine the City of Clermont, Florida's compliance with Florida Statute, 218.415 Local Government Investment Policies for the year ending September 30, 2024. The objective of our examination is to obtain reasonable assurance to express an opinion as to whether the City of Clermont complied, in all material respects, with Florida Statute 218.415. Our examination will be conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Accordingly, it will include examining, on a test basis, your records and other procedures to obtain evidence necessary to enable us to express our opinion. We will issue a written report upon completion of our 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 examination. Our report will be addressed to the City Council of the City of Clermont. We cannot provide assurance that an unmodified opinion will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion. If our opinion is other than unmodified, we will discuss the reasons will you in advance. If, for any reason, we are unable to complete the examination or are unable to form or have not formed an opinion, we may decline to express an opinion or may withdraw from this engagement. Because of the inherent limitations of an examination engagement, together with the inherent limitations of internal control, an unavoidable risk exists that some material misstatements may not be detected, even though the examination is properly planned and performed in accordance with the attestation standards. 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 You understand that the report is intended solely for the information and use of the City Council, management and the State of Florida Auditor General, and is not intended to be and should not be used by anyone other than those specified parties. We will plan and perform the examination to obtain reasonable assurance about whether the City of Clermont complied, in all material respects, with Florida Statute 218.415. Our engagement will not include a detailed inspection of every transaction and cannot be relied on to disclose all material errors, or known and suspected fraud or noncompliance with laws or regulations, or internal control deficiencies that may exist. However, we will inform you of any known and suspected fraud and noncompliance with laws or regulations, internal control deficiencies identified during the engagement and uncorrected misstatements that come to our attention unless clearly trivial. We understand that you will provide us with the information required for our examination and that you are responsible for the accuracy and completeness of that information. We may advise you about appropriate criteria, but the responsibility for the subject matter remains with you. You are responsible for the presentation of whether the City of Clermont is in compliance with the specified requirements of Florida Statute 218.415; and for selecting the criteria and determining that such criteria are appropriate for your purposes. You are responsible for, and agree to provide us with, a written assertion about whether you are in compliance with Florida Statute 218.415. Failure to provide such an assertion will result in our withdrawal from the engagement. You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the measurement, evaluation, or disclosure of the subject matter; (2) additional information that we may request for the purpose of the examination; and (3) unrestricted access to persons within the entity from whom we determine it necessary to obtain evidence. At the conclusion of the engagement, you agree to provide us with certain written representations in the form of a representation letter. OUR RESPONSIBILITIES We will conduct our audit in accordance with GAAS. We will also conduct our audit in accordance with the Single Audit Act Amendments of 1996; and the provisions of the Uniform Guidance. We will include tests of your accounting records, a determination of major program(s) in accordance with Uniform Guidance, and other procedures we consider necessary to enable us to express such an opinion. As part of an audit in accordance with GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 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 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 Entity or to acts by management or employees acting on behalf of the Entity. 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 . 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, 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. We will obtain an understanding of the Entity and its environment, including the system of internal control, sufficient to identify and assess the risks of material misstatement of the Financial Statements, whether dueto error or fraud, and to design and perform audit procedures responsive to those risks and obtain evidence that issufficient and appropriate to provide a basis for our opinion. 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. As required by the Uniform Guidance, 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. However, our tests will be less in scope than would be 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 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. An audit is not designed to provide assurance on internal control or to identify deficiencies internal control. Accordingly, we will express no such opinion. However, during the audit, we will communicate to you and those charged with governance internal control related matters that are required to be communicated under professional standards and the Uniform Guidance. We have identified the following significant risks of material misstatement as part of our audit planning: management override of controls and improper revenue recognition due to fraud. Additionally, the following significant risk(s) were identified: pension estimate(s) and OPEB estimate(s). 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 Entity's ability to continue as a going concern for a reasonable period of time. 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 Entity's compliance with the provisions of applicable laws, regulations, contracts, and agreements. However, the objective of our audit will not beto provide an opinion on overall compliance and we will not express such an opinion. The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with federal statutes, regulations, and the terms and conditions of federal awards applicable to major programs. Our procedures will consist of tests of transactions and other applicable procedures described in the OMB Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of Entity's major programs. For federal programs that are included in the Compliance Supplement, our compliance and internal control procedures will relate to the compliance requirements that the Compliance Supplement identifies as being subject to audit. The purpose of these procedures will be to express an opinion on Entity's compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to the Uniform Guidance. 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Our audit does not relieve you of your responsibilities. OTHER SERVICES We will only perform the following non -attest services for the Entity, based upon information provided by you and in accordance with professional standards: • Assist management in preparing the Financial Statements • Assist management in preparing the RSI • Assist management in preparing the Supplementary Information These non -audit services do not constitute an audit under GAGAS and such services will not be conducted in accordance with GAGAS. For any non -attest services provided by CRI, you agree to assume all management responsibilities for these non -attest services and any other non -attest services we provide; oversee the services by designating an individual with suitable skill, knowledge, or experience; evaluate the adequacy and results of the services; and accept responsibility for them. The non -attest services, if any, are limited to those previously defined in this letter, or as identified in a separate Engagement Letter. 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. CLIENT RESPONSIBILITIES In addition to your responsibilities identified in the MSA, our engagement will beconducted on the basis that you acknowledge and understand your responsibility for: • designing, implementing, and maintaining 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 monitoring ongoing activities • ensuring that there is reasonable assurance that government programs are administered in compliance with compliance requirements • the selection and application of accounting principles; for the preparation and fair presentation of the Financial Statements, schedule of expenditures of federal 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 awards, and all accompanying • information in conformity with the Selected Basis (including federal statutes), (including award agreements) • identifying significant contractor relationships in which the contractor has responsibility for program compliance and for the accuracy and completeness of that information • the preparation and fair presentation of the Financial Statements in conformity with the Selected Basis • making drafts of Financial Statements, schedule of expenditures of federal awards, 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) • evaluation of whether there are any conditions or events, considered in the aggregate, that raise substantial doubt about the Entity's ability to continue as a going concern within oneyear after the date that the financial statements are available to be issued • 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) additional information that we may request for the purpose of the audit; and (3) unrestricted access to persons within the Entity from whom we determine it necessary to obtain audit evidence (4) if applicable, you will provide us with the final version of all documents comprising the annual report which includes other information, prior to the date of our auditor's report. If the final version of these documents are not available prior to the date of our auditor's report, they will be provided as soon as practical and the Entity will not issue the annual report prior to providing them to the auditor (5) access to personnel, accounts, books, records, supporting documentation, and other information as needed to perform an audit under the Uniform Guidance • required written representations from you about the Financial Statements and related matters, at the conclusion of our audit 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 • required written representations 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. • required written representations from you about compliance with schedule of expenditures of federal awards and federal award programs, at the conclusion of our audit • 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 taken as a whole • the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affectingthe Entity 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 • 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 • evaluating and monitoring noncompliance with federal statutes, regulations, and the terms and conditions of federal awards; taking prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; promptly following up and taking corrective action on reported audit findings; and preparing a summary schedule of prior audit findings and a separate corrective action plan 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 • identifying all federal awards received and understanding and complying with the compliance requirements and for the preparation of the schedule of expenditures of federal awards (including notes and noncash assistance received, and COVID-19- related concepts, such as lost revenues, if applicable) in conformity with the Uniform Guidance • agreeing to include our report on the schedule of expenditures of federal awards in any document that contains, and indicates that we have reported on, the schedule of expenditures of federal awards • agreeing 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 is issued with our report thereon • acknowledging to us in the written representation letter that: (1)you are responsible for presentation of the schedule of expenditures of federal awards in accordance with the Uniform Guidance; (2) you believe the schedule of expenditures of federal awards, including its form and content, is stated fairly in accordance with the Uniform Guidance; (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 • preparation of the Supplementary Information, as applicable, in conformity with the Selected Basis. 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 and to include the audited Financial Statements with any presentation of the Supplementary Information that includes our report thereon • if publishing Financial Statements on your website, you understand that websites are a means of distributing information and, therefore, we are not required to read the information contained in those sites or to consider the consistency of other information on the website with the original document • disclosing the date through which subsequent events have been evaluated and whether that date is the date the Financial Statements were issued or were available to be issued 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 • informing, in writing, the engagement partner before entering into any substantive employment discussions with any CPA Firm or CRI Advisors personnel, to ensure our independence is not impaired under the AICPA Code of Professional Conduct • informing us on a timely basis of the name of any single investor in you that owns 20% or more of your equity at any point in time • informing us on a timely basis of any investments held by you which constitutes 20% or more of the equity/capital of the investee entity at anypoint in time ENGAGEMENT ADMINISTRATION Heather Mosier is the engagement partner and is responsible for supervising the engagement and signing the report or authorizing another individual to sign it. We understand that your employees will prepare all confirmations and schedules we request and will locate any documents selected by us for testing. A request list of information we expect to need for our audit will be provided to you. Your prompt attention to and timely return of the requested items will significantly contribute to the efficiency of our audit process. 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, auditor's reports, and corrective action plan) along with the Data Collection Form to the Federal Audit Clearinghouse. We will coordinate with youthe electronic submission and certification. The Data Collection Form and the reporting package must be submitted within the earlier of 30 calendar days after receipt of the auditor's reports or nine months after the end of the audit period. In accordance with certain regulations, we, as your auditors, are required to make the following commitments: • The documentation for this engagement is the property of CRI and constitutes confidential information. However, we may be requested to make certain documentation available to regulators, federal or state agencies, governmental agencies, etc. ("regulators" or "agencies") pursuant to authority given to it by law or 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 regulation. If requested, access to such documentation will be provided under the supervision of CPA Firm personnel. Furthermore, upon request, we may provide copies of selected documentation to these regulators or agencies. These regulators or agencies may intend, or decide, to distribute the copies or information contained therein to others. • We will file a copy of our most recent peer review report with any applicable regulators or agencies. • As appropriate, we may meet with those charged with governance before the audit report(s) are filed with any required regulators or agencies. The information that we obtain in auditing is confidential, as required by the AICPA Code of Professional Conduct. Therefore, your acceptance of this Engagement Letter will serve as your advance consent to our compliance with above commitments. REPORTING As part of our engagement, we will issue a written report upon completion of our audit of the Entity's Financial Statements. Our report will be addressed to management, those charged with governance, or both, as appropriate, of the Entity. Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify our opinion, add a separate section, or add an emphasis -of -matter or other -matter paragraph to our auditor's report, or if necessary, withdraw from this engagement. If our opinion is other than unmodified, we will discuss the reasons with you in advance. The Uniform Guidance 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. TERMINATION If for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express an opinion or withdraw from this engagement. We reserve the right and sole discretion to withdraw for any reason from this engagement 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 immediately upon written notice to you. Our withdrawal will release us from any obligation to complete the services covered by this Engagement Letter and will constitute completion of this engagement. Our engagement with you will terminate upon the earlier of our delivery of your report or withdrawal. In either case, you agree to compensate us for our services, fees, and costs to the date of withdrawal. CORPORATE TRANSPARENCY ACT/BENEFICIAL OWNERSHIP INFORMATION REPORTING Assisting you with your compliance with the Corporate Transparency Act ("CTA"), including beneficial ownership information ("13O1") reporting, is not within the scope of this engagement. You have sole responsibility for your compliance with the CTA, including its BO1 reporting requirements and the collection of relevant ownership information. We shall have no liability resulting from your failure to comply with CTA. Information regarding the BO1 reporting requirements can be found at httos://www.fincen.gov/boi. Consider consulting with legal counsel if you have questions regarding the applicability of the CTA's reporting requirements and issues surrounding the collection of relevant ownership information. OUR FEES Our fees for these services will be pursuant to Agreement No. 2024-063 We will also charge you for applicable out-of-pocket expenses incurred in the course of our engagement, including, but not limited to: technology costs, travel expenses (meals, lodging, transportation, etc.), third party technical resources, administrative costs (courier services, report preparation, copying), and any other direct engagement expenses. We may also charge a fee for applications, subscriptions, hosting, or technology we utilize in providing services to you. The fee estimate is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances (such as, but not limited to, difficulty or delays in obtaining requisite responses to necessary or required procedures, significant changes to promulgated standards, time incurred for financial statement adjustment(s) and the related procedures required, or significant changes to your organization or its internal control structure) 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 beadjusted accordingly. Our invoices for these fees will be rendered each 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 month as work progresses and are payable on presentation. CLIENT ACKNOWLEDGEMENT(S) If you acknowledge and agree with theterms of our agreement as described in this Engagement Letter, please indicate by executing. Very truly yours, CARR, RIGGS & INGRAM, L.L.C. Signatures Signed by: 1/15/2025 2BA7592F758C492... Tim Murry, Mayor Date E DocuSigned by: AdAoyd I'�awc DS 1/15/2025 '2Af17FZ000rPZIAAA Tracy Ackroyd H 2024_v2.0_2024.11 , City Clerk Date Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 CRIC A R R RIGGS & IN GRAM To Management and Those Charged with Governance of City of Clermont Notwithstanding any provision herein, this agreement is issued pursuant to the terms, conditions and pricing of the City of Clermont, Florida Request for Proposal #RFP25-001 and Carr, Riggs and Ingram, LLC's response and Contract #2024-063 thereto. In the event of conflict, the terms, conditions and pricing of the Request for Proposal shall have precedence. This Engagement Letter and its attachments, if any, are governed by the Master Services Agreement 2.0 ("MSA") between Carr, Riggs & Ingram, L.L.C. ("CPA Firm", "we", "us", or "our") and the Client; the terms of which are hereby incorporated into this Engagement Letter by reference. By executing this Engagement Letter, the parties agree to and intend to be bound by the terms of the MSA. "Carr, Riggs & Ingram" and "CRI" are the brand names under which CPA Firm and CRI Advisors, LLC ("CRI Advisors" or "Advisors") provide professional services. Carr, Riggs & Ingram, L.L.C., Carr, Riggs & Ingram Capital, LLC and their respective subsidiaries operate as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable law, regulations and professional standards. CPA Firm is a licensed independent CPA firm that provides attest services, as well as additional ancillary services, to its clients. CRI Advisors provides tax and business consulting services to its clients. CRI Advisors and its subsidiaries are not licensed CPA firms and will not provide any attest services. The entities falling under the Carr, Riggs & Ingram or CRI brand are independently owned and are not responsible or liable for the services and/or products provided, or engaged to be provided, by any other entity under the Carr, Riggs & Ingram or CRI brand. Our use of the term "CRI," and terms of similar import, denote the alternative practice structure conducted by CPA Firm, CRI Advisors, their subsidiaries and affiliates, as appropriate. This Engagement Letter confirms and specifies the terms of our engagement and clarifies the nature and extent of the services we will provide for City of Clermont Community Redevelopment Agency ("Client", "Entity", "you", or "your") as of and for the year ended September 30, 2024 (the "Selected Period(s)"). Except as otherwise expressly set forth herein, this Engagement Letter only governs attest services, provided to you by CPA Firm. Except as otherwise expressly set forth herein, any non -attest services, including any non -attest services provided by CRI Advisors or any other 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 entities within the Carr, Riggs & Ingram alternative practice structure, will begoverned by (a) separate Engagement Letter(s) between such entity and the Client. 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 In connection with the alternative practice structure, CRI Advisors maintains custody of client files for CPA Firm and CRI Advisors. By executing this engagement letter, you hereby consent to the transfer to CRI Advisors of all your client files, work papers and work product. Unless you indicate otherwise, your acceptance of the terms of this engagement shall be understood by us as your consent to transfer such files and records. SCOPE AND OBJECTIVES We will audit the financial statements and the disclosures, which collectively comprise the basic financial statement(s) of the Entity for the Selected Period(s) ended for the following: governmental activities, each major fund and the related disclosures to the financial statements, otherwise known as the notes to the financial statements (collectively, the "Financial Statements"). The Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") (the "Selected Basis"). We will perform an audit engagement with respect to the Financial Statements of the Entity. As and if applicable and indicated in the following paragraphs, we will also perform the appropriate procedures related to either supplementary information ("Supplementary Information") and/or required supplementary information ("RSI"). The objectives of our audit areto obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and issue an auditor's report that includes our opinion about whether your Financial Statements are fairly presented, in all material respects, in conformity with the Selected Basis. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America ("GAAS") will always detect a material misstatement when it exists. Misstatements 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 Selected Basis provides for certain RSI, such as management's discussion and analysis ("MD&A"), to supplement Entity's Financial Statements. Such information, although not a part of the Financial Statements, is required bythe Governmental Accounting Standards Board ("GASB") who considers it to be an essential part of the financial reporting for placing the Financial Statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the Entity's RSI in accordance with GAAS. These limited procedures will consist of inquires of management regarding methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the Financial Statements, and other knowledge we obtained during our audit of the Financial Statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient appropriate evidence to express an opinion or provide any assurance. This RSI is required by the Selected Basis and will be subjected to certain limited procedures, but will not beaudited: MD&A, Budgetary Comparison Schedules, and Budgetary Notes to Required Supplementary Information. 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Compliance with Florida Statute 163.387 and 218.415 We will also examine the City's compliance with Florida Statutes, 163.387, Redevelopment Trust Funds, and 218.415 Local Government Investment Policies for the year ending September 30, 2024. The objective of our examinations are to obtain reasonable assurance to express an opinion as to whether the City complied, in all material respects, with Florida Statutes 163.387 and 218.415. Our examinations will be conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Accordingly, it will include examining, on a test basis, your records and other procedures to obtain evidence necessary to enable usto express our opinion. We will issue a written report upon completion of our examination. Our report will be addressed to City governing body. We cannot provide assurance that an unmodified opinion will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion. If our opinion is other than unmodified, we will discuss the reasons will you in advance. If, for any reason, we are unable to complete the examination or are unable to form or have not formed an opinion, we may decline to express an opinion or may withdraw from this engagement. Because of the inherent limitations of an examination engagement, together with the inherent limitations of internal control, an unavoidable risk exists that some material misstatements may not be detected, even though the examination is properly planned and performed in accordance with the attestation standards. You understand that the report is intended solely for the information and use of the City Council, management and the State of Florida Auditor General, and is not intended to be and should not be used by anyone other than those specified parties. We will plan and perform the examination to obtain reasonable assurance about whether the City complied, in all material respects, with Florida Statutes 163.387 and 218.415. Our engagements will not include a detailed inspection of every transaction and cannot be relied on to disclose all material errors, or known and suspected fraud or noncompliance with laws or regulations, or internal control deficiencies that may exist. However, we will inform you of any known and suspected fraud and We understand that you will provide us with the information required for our examination and that you are responsible for the accuracy and completeness of that information. We may advise you about appropriate criteria, but the responsibility for the subject matter remains with you. You are responsible for the presentation of whether the City is in compliance with the specified requirements of Florida Statutes 163.387 and 218.415; and for selecting the criteria and determining that such criteria are appropriate for your purposes. You are responsible for, and 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 agree to provide us with, a written assertion about whether you are in compliance with Florida Statutes 163.387 and 218.415. Failure to provide such an assertion will result in our withdrawal from the engagement. You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the measurement, evaluation, or disclosure of the subject matter; (2) additional information that we may request for the purpose of the examination; and (3) unrestricted access to persons within the City from whom we determine it necessary to obtain evidence. At the conclusion of the engagements, you agree to provide us with certain written representations in the form of a representation letter. OUR RESPONSIBILITIES We will conduct our audit in accordance with GAAS. We will include tests of your accounting records and other procedures we consider necessary to enable us to express such an opinion. As part of an audit in accordance with GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. Wewill 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 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 areattributable to the Entity or to acts by management or employees acting on behalf of the Entity. 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 may not be detected by us, even though the audit is properly planned and performed in accordance with GAAS. 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. However, we will inform the appropriate level of management of any material errors, fraudulent financial reporting, or misappropriation of assets that come to our attention. Wewill also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. 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. We will obtain an understanding of the Entity and its environment, including the system of internal control, sufficient to identify and assess the risks of material misstatement of the Financial Statements, whether dueto error or fraud, and to design and perform audit procedures responsive to those risks and obtain evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 collusion, forgery, intentional omissions, misrepresentation, or the override of internal control. An audit is not designed to provide assurance on internal control or to identify deficiencies internal control. Accordingly, we will express no such opinion. However, duringthe audit, we will communicate to you and those charged with governance internal control related matters that are required to be communicated under professional standards. We have identified the following significant risks of material misstatement as part of our audit planning: management override of controls and improper revenue recognition due to fraud. 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 Entity's ability to continue as a going concern for a reasonable period of time. 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 Entity's compliance with the provisions of applicable laws, regulations, contracts, and agreements. However, the objective of our audit will not beto provide an opinion on overall compliance and we will not express such an opinion. Our audit does not relieve you of your responsibilities. OTHER SERVICES We will only perform the following non -attest services for the Entity, based upon information provided by you and in accordance with professional standards: • Assist management in preparing the Financial Statements • Assist management in preparing the RSI These non -audit services do not constitute an audit under GAGAS and such services will not be conducted in accordance with GAGAS. For any non -attest services provided by CRI, you agree to assume all management responsibilities for these non -attest services and any other non -attest services we provide; oversee the services by designating an individual with suitable skill, knowledge, or experience; evaluate the adequacy and results of the services; and accept responsibility for them. The non -attest services, if any, are limited to those previously defined in this letter, or as identified in a separate Engagement Letter. 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. CLIENT RESPONSIBILITIES In addition to your responsibilities identified in the MSA, our engagement will beconducted on the basis that you acknowledge and understand your responsibility for: 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 • designing, implementing, and maintaining internal controls relevant to the preparation and fair presentation of Financial Statements that are free from material misstatement, whether due to fraud or error, and monitoring ongoing activities • the selection and application of accounting principles; for the preparation and fair presentation of the Financial Statements and all accompanying information in conformity with the Selected Basis • the preparation and fair presentation of the Financial Statements in conformity with the Selected Basis • making drafts of Financial Statements, 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) • evaluation of whether there are any conditions or events, considered in the aggregate, that raise substantial doubt about the Entity's ability to continue as a going concern within oneyear after the date that the financial statements are available to be issued • 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) additional information that we may request for the purpose of the audit; and (3) unrestricted access to persons within the Entity from whom we determine it necessary to obtain audit evidence (4) if applicable, you will provide us with the final version of all documents comprising the annual report which includes other information, prior to the date of our auditor's report. If the final version of these documents are not available prior to the date of our auditor's report, they will be provided as soon as practical and the Entity will not issue the annual report prior to providing them to the auditor • required written representations from you about the Financial Statements and related matters,at the conclusion of our audit 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 taken as a whole the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the Entity involving (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 • informing us of your knowledge of any allegations of fraud or suspected fraud 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 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 • if publishing Financial Statements on your website, you understand that websites are a means of distributing information and, therefore, we are not required to read the information contained in those sites or to consider the consistency of other information on the website with the original document • disclosing the date through which subsequent events have been evaluated and whether that date isthe date the Financial Statements were issued or were available to be issued • informing, in writing, the engagement partner before entering into any substantive employment discussions with any CPA Firm or CRI Advisors personnel, to ensure our independence is not impaired under the AICPA Code of Professional Conduct • informing us on a timely basis of the name of any single investor in you that owns 20% or more of your equity at any point in time • informing us on a timely basis of any investments held by you which constitutes 20% or more of the equity/capital of the investee entity at any point in time ENGAGEMENT ADMINISTRATION Heather Mosier is the engagement partner and is responsible for supervising the engagement and signing the report or authorizing another individual to sign it. We understand that your employees will prepare all confirmations and schedules we request and will locate any documents selected by us for testing. A request list of information we expect to need for our audit will be provided to you. Your prompt attention to and timely return of the requested items will significantly contribute to the efficiency of our audit process. In accordance with certain regulations, we, as your auditors, are required to make the following commitments: The documentation forthis engagement is the property of CRI and constitutes confidential information. However, we may be requested to make certain documentation available to regulators, federal or state agencies, governmental agencies, etc. ("regulators" or "agencies") pursuant to authority given to it by law or regulation. If requested, access to such documentation will be provided under the supervision of CPA Firm personnel. Furthermore, upon request, we may provide copies of selected documentation to these regulators or agencies. These regulators or agencies may intend, or decide, to distribute the copies or information contained therein to others. • We will file a copy of our most recent peer review report with any applicable 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 regulators or agencies. • As appropriate, we may meet with those charged with governance before the audit report(s) are filed with any required regulators or agencies. The information that we obtain in auditing is confidential, as required by the AICPA Code of Professional Conduct. Therefore, your acceptance of this Engagement Letter will serve as your advance consent to our compliance with above commitments. REPORTING As part of our engagement, we will issue a written report upon completion of our audit of the Entity's Financial Statements. Our report will be addressed to management, those charged with governance, or both, as appropriate, of the Entity. Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify our opinion, add a separate section, or add an emphasis -of -matter or other -matter paragraph to our auditor's report, or if necessary, withdraw from this engagement. If our opinion is other than unmodified, we will discuss the reasons with you in advance. TERMINATION If for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express an opinion or withdraw from this engagement. We reserve the right and sole discretion to withdraw for any reason from this engagement immediately upon written notice to you. Our withdrawal will release us from any obligation to complete the services covered by this Engagement Letter and will constitute completion of this engagement. Our engagement with you will terminate upon the earlier of our delivery of your report or withdrawal. In either case, you agree to compensate us for our services, fees, and costs to the date of withdrawal. CORPORATE TRANSPARENCY ACT/BENEFICIAL OWNERSHIP INFORMATION REPORTING Assisting you with your compliance with the Corporate Transparency Act ("CTA"), including beneficial ownership information ("13O1") reporting, is not within the scope of this engagement. You have sole responsibility for your compliance with the CTA, including its BO1 reporting requirements and the collection of relevant ownership information. We shall have no liability resulting from your failure to comply with CTA. Information regarding the BO1 reporting requirements can be found at httr)s://www.fincen.jzov/boi. Consider consulting with legal counsel if you have questions regarding the applicability of the CTA's reporting requirements and issues surrounding the collection of relevant ownership information. OUR FEES 2024_v2.0_2024.11 Docusign Envelope ID: A47E8B87-EEC5-4F7F-9C4D-02E956435253 Our fees for these services will be pursuant to Agreement No. 2024-063. We will also charge you for applicable out-of-pocket expenses incurred in the course of our engagement, including, but not limited to: technology costs, travel expenses (meals, lodging, transportation, etc.), third party technical resources, administrative costs (courier services, report preparation, copying), and any other direct engagement expenses. We may also charge a fee for applications, subscriptions, hosting, or technology we utilize in providing services to you. The fee estimate is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances (such as, but not limited to, difficulty or delays in obtaining requisite responses to necessary or required procedures, significant changes to promulgated standards, time incurred for financial statement adjustment(s) and the related procedures required, or significant changes to your organization or its internal control structure) will not beencountered 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 invoices for these fees will be rendered each month as work progresses and are payable on presentation. CLIENT ACKNOWLEDGEMENT(5) If you acknowledge and agree withtheterms of our agreement as described in this Engagement Letter, please indicate by executing. Very truly yours, 34"'Ygg ` f �,Qrt�ranlL. L.C. CARR, RIGGS & INGRAM, L.L.C. Signatures Signed by: � 1/15/2025 2BA7692F758C492... Tim Murry, Mayor Date E DocuSigned by: Add awc DS 1/15/2025 3AD7F34905B344A... Tracy Ackroyd How , City Cle_,`­, Date 2024_v2.0_2024.11