HomeMy WebLinkAboutAgreement_General_7/11/2019_MarcumMARCUM
ACCOUNTANTS - ADVISORS
June 26, 2019
Honorable Mayor, Village Council and Village Manager Village of Tequesta
345 Tequesta Drive
Tequesta, Florida 33469
Re: Engagement of Marcum LLP
We are pleased to confirm our understanding of the services Marcum LLP ("Marcum," the "Firm,"
"we" "us" or "our") are to provide the Village of Tequesta (the Village)(the "Organization" "you"
or "your") for the fiscal year ending September 30, 2019. We will audit the financial statements of
the governmental activities, the business -type activities, each major fund, and the aggregate
remaining fund information, including the related notes to the financial statements, which
collectively comprise the basic financial statements of the Village as of and for the fiscal year
ending September 30, 2019. Accounting standards generally accepted in the United States of
America provide for certain required supplementary information (RSI), such as management's
discussion and analysis (MD&A), to supplement the Village's basic financial statements. Such
information, although not part of the basic financial statements, is required by the Governmental
Accounting Standards Board who considers it to be an essential part of financial reporting for
placing the basic financial statements in an appropriate operational, economic, or historical
context. As part of our engagement, we will apply certain limited procedures to The Village's RSI
in accordance with auditing standards generally accepted in the United States of America. These
limited procedures will consist of inquiries of management regarding the methods of preparing the
information and comparing the information for consistency with management's responses to our
inquiries, the basic financial statements, and other knowledge we obtained during our audit of the
basic financial statements. We will not express an opinion or provide any assurance on the
information because the limited procedures do not provide us with sufficient evidence to express an
opinion or provide any assurance. The following RSI is required by generally accepted accounting
principles and will be subjected to certain limited procedures, but will not be audited:
1) Management's Discussion and Analysis
2) Schedule of Changes in the Village's Net Pension Liability and Related Ratios
3) Schedule of Village's Contributions - Pensions
4) Schedule of Investment Returns - Pensions
5) Schedule of Changes in Village's Total OPEB Liability and Related Ratios
6) Budgetary Comparison Schedules
We have also been engaged to report on supplementary information other than RSI that
accompanies. Village's financial statements. We will subject the following supplementary
information to the auditing procedures applied in our audit of the basic 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 auditing standards generally accepted in the United States of America, and
will provide an opinion on it in relation to the basic financial statements as a whole :
WRCUMGROUP
M E M B E R
Marcum LLP ■ One Southeast Third Avenue - Suite 1100 - Miami, Florida 33131 - Phone 305.995.9600 - Fax 305.995.9601 - www.marcumIlp.com
Village of Tequesta
June 26, 2019
Page 2
1) Combining and Individual Fund Financial Statements and Schedules
2) Schedule of Expenditures of Federal Awards and State Financial Assistance, as
applicable
The following other information accompanying the basic financial statements will not be
subjected to the auditing procedures applied in our audit of the financial statements, and our
auditors' report will not provide an opinion or any assurance on that other information.
1) Introductory Section
2) Statistical Section
Audit Obiectives
The objective of our audit is the expression of opinions as to whether your basic financial
statements are fairly presented, in all material respects, in conformity with U.S. generally
accepted accounting principles and to report on the fairness of the supplementary information
referred to in the second paragraph when considered in relation to the financial statements as
a whole. The objective also includes reporting on:
Internal control over financial reporting and compliance with provisions of laws,
regulations, contracts, and award agreements, noncompliance with which could have a
material effect on the financial statements in accordance with Government Auditing
Standards.
Internal control over compliance related to major programs and an opinion (or
disclaimer of opinion) on compliance with federal statutes, regulations, and the terms
and conditions of federal awards that could have a direct and material effect on each
major program in accordance with the Federal Single Audit Act 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
Government Auditing Standards report on internal control over financial reporting and
on compliance and other matters will include a paragraph that states that (1) the
purpose of the report is solely to describe the scope of testing of internal control and
compliance and the results of that testing, and not to provide an opinion on the
effectiveness of the entity's internal control or on compliance, and (2) the report is an
integral part of an auditperformed in accordance with Government Auditing Standards
in considering the entity's internal control and compliance. The Uniform Guidance
report on internal control over compliance will include a paragraph that states that the
purpose of the report on internal control over compliance is solely to describe the scope
of testing of internal control over compliance and the results of that testing based on
the requirements of the Uniform Guidance (and Rules of the Auditor General of the
State of Florida), as applicable. Both reports will state that the report is not suitable for
any other purpose.
Village of Tequesta
June 26, 2019
Page 3
Our audit will be conducted in accordance with auditing standards generally accepted in the
United States of America; the standards for financial audits contained in Government Auditing
Standards, issued by the Comptroller General of the United States; the Federal Single Audit
Act; the provisions of the Uniform Guidance, the Florida Single Audit Act and Chapter 10.550,
Rules of the Auditor General of the State of Florida and will include tests of accounting records,
a determination of major program(s) in accordance with the Uniform Guidance, the Florida
Single Audit Act, Chapter 10.550, Rules of the Auditor General for the State of Florida Act
and other procedures we consider necessary to enable us to express such opinions. We will
issue written reports upon completion of our Single Audit. Our reports will be addressed to the
Mayor, Council and Village Manager.
We cannot provide assurance that unmodified opinions will be expressed. Circumstances may
arise in which it is necessary for us to modify our opinions or add emphasis -of -matter or other -
matter paragraphs. If our opinions on the financial statements or the Single Audit compliance
opinions are other than unmodified, we will discuss the reasons with you in advance. If, for any
reason, we are unable to complete the audit or are unable to form or have not formed opinions,
we may decline to express opinions or issue reports, or may withdraw from this engagement.
Audit Procedures — General
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements; therefore, our audit will involve judgment about the number of
transactions to be examined and the areas to be tested. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluating the overall presentation of the financial
statements. We will plan and perform the audit to obtain reasonable rather than absolute
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 Village or to acts by
management or employees acting on behalf of the Village. Because the determination of abuse
is subjective, Government Auditing Standards do not expect auditors to provide reasonable
assurance of detecting abuse.
Because of the inherent limitations of an audit, combined with the inherent limitation of
internal control, and because we will not perform a detailed examination of all transactions,
there is a risk that material misstatements or noncompliance may exist and not be detected by
us, even though the audit is properly planned and performed in accordance with U.S. generally
accepted auditing standards and Government Auditing Standards. In addition, an audit is not
designed to detect immaterial misstatements or violations of laws or governmental regulations
that do not have a direct and material effect on the financial statements or major programs.
However, we will inform the appropriate level of management of any material errors, any
fraudulent financial reporting, or misappropriation of assets that come to our attention. We will
also inform the appropriate level of management of any violations of laws or governmental
regulations that come to our attention, unless clearly inconsequential and of any material
abuse that comes to our attention. We will include such matters in the reports required for a
Village of Tequesta
June 26, 2019
Page 4,
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.
Our procedures will include tests of documentary evidence supporting the transactions
recorded in the accounts, and may include tests of the physical existence of inventories, and
direct confirmation of receivables and certain other assets and liabilities by correspondence
with selected individuals, funding sources, creditors, and financial institutions. We will
request written representations from the Village's attorneys as part of the engagement, and
they may bill the Village for responding to this inquiry. At the conclusion of our audit, we
will require certain written representations from you about your responsibilities for the
financial statements; schedule of expenditures of federal awards and state financial assistance,
if applicable; compliance with laws, regulations, contracts, and grant agreements; and other
responsibilities required by generally accepted auditing standards.
Audit Procedures - Internal Controls
Our audit will include obtaining an understanding of the entity and its environment, including
internal control, sufficient to assess the risks of material misstatement of the basic financial
statements and to design the nature, timing, and extent of further audit procedures. Tests of
controls may be performed to test the effectiveness of certain controls that we consider relevant
to preventing and detecting errors and fraud that are material to the financial statements and
to preventing and detecting misstatements resulting from illegal acts and other noncompliance
matters that have a direct and material effect on the financial statements. Our tests, if
performed, will be less in scope than would be necessary to render an opinion on internal
control and, accordingly, no opinion will be expressed in our report on internal control issued
pursuant to Government Auditing Standards.
As required by the Uniform Guidance, the Florida Single Audit Act, Chapter I0.550, Rules of
the Auditor General for the State of Florida Act we will perform tests of controls over
compliance to evaluate the effectiveness of the design and operation of controls that we
consider relevant to preventing or detecting material noncompliance with compliance
requirements applicable to each major federal or state award program. However, our tests will
be less in scope than would be necessary to render an opinion on those controls and,
accordingly, no opinion will be expressed in our report on internal control issued pursuant to
the Uniform Guidance, the Florida Single Audit Act, Chapter 10.550, Rules of the Auditor
General for the State of Florida Act.
An audit is not designed to provide assurance on internal control or to identify significant
deficiencies or material weaknesses. However, during the audit, we will communicate to
management and those charged with governance internal control related matters that are
required to be communicated under AICPA professional standards, Government Auditing
Standards, and the Uniform Guidance the Florida Single Audit Act, Chapter 10.550, Rules of
the Auditor General of the State ofFlorida.
Village of Tequesta
June 26, 2019
Page 5
Audit Procedures - Compliance
As part of obtaining reasonable assurance about whether the basic financial statements are free
of material misstatement, we will perform tests of the Village's compliance with provision of
applicable laws, regulations, contracts, and agreements, including grant "agreements. However,
the objective of those procedures will not be to provide an opinion on overall compliance and
we will not express such an opinion in our report on compliance issued pursuant to Government
Auditing Standards.
Uniform Guidance, and the Florida Single Audit Act requires that we also plan and perform
the audit to obtain reasonable assurance about whether the auditee has complied with applicable
laws and regulations and the provisions of contracts and grant agreements applicable to major
programs. Our procedures will consist of tests of transactions and other applicable procedures
described in the OMB Compliance Supplement and State Compliance Supplement, if
applicable for the types of compliance requirements that could have a direct and material effect
on each of the Village's major programs. The purpose of these procedures will be to express
an opinion on the Village's compliance with requirements applicable to each of its major
programs in our report on compliance issued pursuant to the Uniform Guidance, the Florida
Single Audit Act, Chapter 10.550, Rules of the Auditor General of the State ofFlorida.
Management Responsibilities
Management is responsible for (I) establishing and maintaining effective internal controls,
including internal controls over compliance, and for evaluating and monitoring ongoing
activities; to help ensure that appropriate goals and objectives are met; (2) following laws and
regulations; (3) ensuring that there is reasonable assurance that government programs are
administered in compliance with compliance requirements; and (4) ensuring that management
and financial information is reliable and properly reported. Management is also responsible
for implementing systems designed to achieve compliance with applicable laws, regulations,
contracts, and grant agreements. You are also responsible for the selection and application of
accounting principles; for the preparation and fair presentation of the financial statements,
schedule of expenditures of federal awards and state financial assistance, if applicable and all
accompanying information in conformity with U.S. generally accepted accounting principles; and
for compliance with applicable laws and regulations and the provisions of contracts and grant
agreements.
Management is also responsible for making all financial records and related information available
to us and for the accuracy and completeness of that information. You are also responsible for
providing us with (I) access to all information of which you are aware that is relevant to the
preparation and fair presentation of the financial statements, (2) additional information that we
may request for the purpose of the audit, and (3) unrestricted access to persons within the
government from whom we determine it necessary to obtain audit evidence.
Village of Tequesta
June 26, 2019
Page 6
Your responsibilities also include identifying significant vendor relationships in which the vendor
has responsibility for program compliance ' and for the accuracy and completeness of that
information. Your responsibilities include adjusting the basic 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.
You are responsible for the design and implementation of programs and controls to prevent and
detect fraud, and for informing us about all known or suspected fraud affecting the government
involving (1) management, (2) employees who have significant roles in internal control, and (3)
others where the fraud or illegal acts could have a material effect on the financial statements. Your
responsibilities include informing us of your knowledge of any allegations of fraud or suspected
fraud affecting the Village's received in communications from employees, former employees,
grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that
the Village complies with applicable laws, regulations, contracts, agreements, and grants.
Management is also responsible for taking timely and appropriate steps to remedy fraud and
noncompliance with provisions of laws, regulations, contracts, and grant agreements, or abuse that
we report. Additionally, as required by the Uniform Guidance and State Single Audit
Requirements, it is management's responsibility to follow up and take corrective action on reported
audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan.
The summary schedule of prior audit findings should be available for our review during field work,
if applicable.
You are responsible for identifying all federal awards and state financial assistance, if applicable
received and understanding and complying with the compliance requirements and for the
preparation of the schedule of expenditures of federal awards and state financial assistance, if
applicable (including notes and noncash assistance) in conformity with the Uniform Guidance and
The Florida Single Audit Act. You agree to include our report on the schedule of expenditures of
federal awards and state financial assistance, as applicable, in any document that contains and
indicates that we have reported on the schedule of expenditures of federal awards and state
financial; assistance, if applicable. Your responsibilities include acknowledging to us in the written
representation letter that (1) you are responsible for presentation of the schedule of expenditures
of federal awards and state financial assistance in accordance with the Uniform Guidance, the
Florida Single Audit Act, Chapter 10.550, Rules of the Auditor General for the State of Florida
Act.; (2) you believe the schedule of expenditures of federal awards and state financial
assistance, if applicable, including its form and content, is fairly presented in accordance with
Uniform Guidance, the Florida Single Audit Act, Chapter I0.550, Rules of the Auditor General
ofthe State of Florida; (3) the methods of measurement or presentation have not changed from
those used in the prior period (or, if they have changed, the reasons for such changes); and (4)
you have disclosed to us any significant assumptions or interpretations underlying =the
measurement or presentation of the schedule of expenditures of federal awards and state
financial assistance, if applicable.
Village of Tequesta
June 26, 2019
Page 7
You are also responsible for the preparation of the other supplementary information which we
have been engaged to report on, in conformity with U.S. generally accepted accounting
principles. You agree to include our report on the supplementary information in any document
that contains and indicates that we have reported on the supplementary information. You also
agree to [include the audited financial statements with any presentation of the supplementary
information that includes our report thereon OR make the audited financial statements readily
available to users of the supplementary information no later than the date the supplementary
information is issued with ourreport thereon. Your responsibilities include acknowledging to us
in the written representation letter that (1) you are responsible for presentation of the
supplementary information in accordance with GAAP; (2) you believe the supplementary
information, including its form and content, is fairly presented in accordance with GAAP; (3)
the methods of measurement or presentation have not changed from those used in the prior
period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to
us any significant assumptions or interpretations underlying the measurement or presentation
of the supplementary information.
At the conclusion of the engagement, we will complete the appropriate sections of the Data
Collection Form that summarizes our audit findings, if applicable. It is management's
responsibility to submit the reporting package (including financial statements, schedule of
expenditures of federal awards, summary schedule of prior audit findings, auditors' reports,
and corrective action plan) along with the Data Collection Form to the federal audit
clearinghouse. We will coordinate with you the electronic submission and certification. If
applicable, we will provide copies of our report for you to include with the reporting package
you will submit to pass-through entities. The Data Collection Form and the reporting package
must be submitted within the earlier of 30 days after receipt of the auditors' reports or nine
months after the end of the audit period, unless a longer period is agreed to in advance by the
cognizant or oversight agency for audits.
Management is responsible for establishing and maintaining a process for tracking the status
of audit findings and recommendations. Management is also responsible for identifying and
providing report copies of previous financial audits, attestation engagements, performance
audits, or other studies related to the objectives discussed in the Audit Objectives section of
this letter. This responsibility includes relaying to us corrective actions taken to address
significant findings and recommendations resulting fromthose audits, attestation engagements,
performance audits, or studies. You are also responsible for providing management's views on
our current findings, conclusions, and recommendations, as well as your planned corrective
actions, for the report, and for the timing and format for providing that information.
You agree to assume all management responsibilities relating to the financial statements,
schedule of expenditures of federal awards and state financial assistance, if applicable, related
notes, and any other nonaudit/nonattest services we provide. You will be required to
acknowledge in the management representation letter our assistance with preparation of the
financial statements, schedule of expenditures of federal awards and state financial assistance,
if applicable, and related notes and that you have reviewed and approved the financial
Village of Tequesta
June 26, 2019
Page 8
statements, schedule of expenditures of federal awards and state financial assistance, if
applicable, and related notes prior to their issuance and have accepted responsibility for them.
Further, you agree to oversee the nonaudit/nonattest services by designating an individual,
preferably from senior management, with suitable skill, knowledge, or experience; evaluate the
adequacy and results ofthose services; and accept responsibility for them.
We will distribute our reports at the conclusion of the audit to the Mayor, Village Council and
Village Manager. Unless restricted by law or regulation, or containing privileged and
confidential information, copies of our reports are to be made available for public inspection.
With regard to the electronic dissemination of audited financial statements, including financial
statements published electronically on your website, you understand that electronic sites are
a means to distribute information and, therefore, we are not required to read the information
contained in these sites or to consider the consistency of other information in the electronic
site with the original document.
Communication with Those Charted with Governance
As part of our engagement, we are responsible for communicating significant matters related
to the audit that are, in our professional judgment, relevant to your responsibilities in
overseeing the financial reporting process as well as other matters we believe should be
communicated to those charged with governance. Generally accepted auditing standards do
not require the auditor to design procedures for the purpose of identifying other matters to
communicate with those charged with governance. Such matters include, but are not limited
to, (1) the initial selection of and changes in significant accounting policies and their
application; (2) the process used by management in formulating particularly sensitive
accounting estimates and the basis for our conclusions regarding the reasonableness of those
estimates; (3) all passed audit adjustments; (4) any disagreements with management, whether
or not satisfactorily resolved, about matters that individually or in the aggregate could be
significant to the financial statements or our report; (5) our views about matters that were the
subject of management's consultation with other accountants about auditing and accounting
matters; (6) major issues that were discussed with management in connection with the
retention of our services, including, among other matters, any discussions regarding the
application of accounting principles and auditing standards; (7) serious difficulties that we
encountered in dealing with management related to the performance of the audit; and (8)
matters relating to our independence as your auditors.
Reproduction of Auditors' Report
If you intend to publish or otherwise reproduce the financial statements and make reference to
our Firm, you agree to provide us with printers' proofs or masters for our review and approval
before printing. You also agree to provide us with a copy of the final reproduced material for our
approval before it is distributed. In addition, to avoid unnecessary delay or misunderstanding, it
is important that you give us timely notice of your intention to issue any such document.
Village of Tequesta
June 26, 2019
Page 9
If the Village elects to issue public debt and not have us associated with the proposed offering.
We agree that our association with the proposed offering is not necessary providing that the
Village agrees to clearly indicate thatwe are not associated with the contents of any such official
statement or memorandum. The Village agrees that the following disclosure will be
prominently displayed in any such official statement or memorandum.
Marcum LLP has not been engaged to perform, and has not performed, since the date of its
report included herein, any procedures on the financial statements addressed in that report.
Marcum LLP, also has not performed any procedures relating to this official statement.
Assistance By Your Personnel
We will ask that your personnel, to the extent possible, prepare required schedules and
analyses, and make selected invoices and other required documents available to our staff. This
assistance by your personnel will serve to facilitate the progress of our work and minimize
our time requirements.
You acknowledge that your confidential information may be transmitted to us through an
information portal or delivery system established by us or on our behalf. You shall notify us
in writing of your employees, representatives, or other agents to be provided access to such
portal or system; upon the termination of such status, you shall immediately notify us in
writing. You acknowledge that you are responsible for the actions of your current and former
employees, representatives, or other agents in connection with the transmission of your
information.
Independence
Professional standards require that a firm and its members maintain independence throughout
the duration of the professional relationship with a client. In order to preserve the integrity of
our relationship, no offer of employment shall be discussed with any Marcum professionals
assigned to the audit, including within the one year period prior to the commencement of the
year-end audit. Should such an offer of employment be made, or employment commences
during the indicated time period, we will consider this an indication that our independence has
been compromised. As such, we may be required to recall our auditors' report due to our lack
of independence. In the event additional work is required to satisfy independence
requirements, such work will be billed at our standard hourly rates. Furthermore, we strive to
staff your engagement with quality, superbly trained professionals. In recognition of the
extensive investment we have made to recruit and develop our personnel, we ask that you agree
to the following. In the event that any of our employees accepts a position of employment with
your Organization, or any of its related parties at any time while we are performing services
for you or within one year thereafter, you agree to pay us a placement fee equal to the
employee's annual compensation in effect on the date such employment was contracted. Such
fee is payable when the employee accepts such a position.
Village of Tequesta
June 26, 2019
Page 10
Confidentiality/Access to Working Pavers
To the extent that, in connection with this engagement, Marcum comes into possession of
your proprietary or confidential information, Marcum will not, except as described herein,
disclose such information to any third party without consent, except (a) as may be required
by law, regulation, judicial or administrative process, or in accordance with applicable
professional standards, or in connection with litigation pertaining to the subject matter of this
engagement letter, or (b) to the extent such information (i) shall have otherwise become
publicly available (including, without limitation, any information filed with any governmental
agency and available to the public) other than as the result of a disclosure by Marcum in
breach hereof, (ii)' is disclosed by you to a, third party without substantially the same
restrictions as set forth herein, (iii) becomes available to Marcum on a non -confidential basis
from a source other than you, your employees or agents which Marcum believes is not
prohibited from disclosing such information to Marcum by obligation to you, (iv) is known
by Marcum prior to its receipt from you, your employees or agents without any obligation of
confidentiality with respect thereto, or (v) is developed by Marcum independently of any
disclosures made by you or your employees or agents to Marcum of such information. In
addition, you acknowledge and agree that any such information that comes to the attention of
Marcum in the course of performing this engagement may be considered and used by Marcum
in the context of responding to its professional obligations as your independent auditors.
The working papers prepared in conjunction with our engagement are the property of Marcum
and constitute confidential information subject to the Public Records Laws of the Florida
Statutes. These working papers will be retained by us in accordance with applicable laws and
with our Finn's policies and procedures. However, we may be required, by law or regulation,
to make certain working papers available to regulatory authorities for their review, and upon
request, we may be required to provide such authorities with photocopies of selected working
papers.
The Firm is required to undergo a "Peer Review" every three years. During the course of a
Peer Review engagement, selected working papers and financial reports, on a sample basis,
will be inspected by an outside party on a confidential basis. Consequently, the accounting
and/or auditing work we performed for you may be selected. Your signing this letter represents
your acknowledgement and permission to allow such access should your engagement be
selected for review.
As a result of our prior or future services to you, we may be required or requested to provide
information or documents to you or a third -parry in connection with a legal or administrative
proceeding (including a grand jury investigation) in which we are not a party. If this occurs,
we shall be entitled to compensation for our time and reimbursement for our reasonable out-of-
pocket expenditures (including legal fees) in complying with such request or demand. This is
not intended, however, to relieve us of our duty to observe the confidentiality requirements of
our profession.
Village of Tequesta
June 26, 2019
Page 11
Third -Party Service Providers
The Firm may, from time to time, and depending on the circumstances, use third -party service
providers to assist us with the audit of your financial statements. We may share confidential
information about you with the third -party service providers, but remain committed to
maintaining the confidentiality of your information. Accordingly, we maintain internal
policies, procedures and safeguards to protect the confidentiality of your information.
Furthermore, the Finn will remain responsible for the work performed by such third -party
service providers.
_Dispute Resolution Procedure, Waiver of Jury Trial and Jurisdiction and Venue for
Any and All Disputes Under This Engagement Letter and Governing Law
AS A MATERIAL INDUCEMENT FOR US TO ACCEPT THIS ENGAGEMENT
AND/OR RENDER THE SERVICES TO THE GOVERNMENT UNIT IN
ACCORDANCE WITH THE PROVISIONS OF THIS ENGAGEMENT LETTER
This Firm and the Village each hereby knowingly, voluntarily and intentionally waive any
right either may have to a trial by jury with respect to any litigation based hereon, or arising
out of under or in connection with this engagement letter and/or the services provided
hereunder, orany course of conduct, course of dealing, statements (whether verbal or written)
or actions of either party.
This Firm and the Village each expressly agree and acknowledge that the Fifteenth Judicial
Circuit Court, in and for Palm Beach County, Florida and the United States District Courtfor
the Southern District of Florida, shall have exclusive and sole jurisdiction and venue for any
respective state or federal actions arising from, relating to or in connection with this
engagement letter, or any course of conduct, course of dealing, statement or actions of either
party.
The terms and provisions of this engagement letter, any course of conduct, course of dealing
and, or action of this Firm and/or the Village and our relationship with you shall be governed
by the laws of the State offlorida to the extent said laws are not inconsistent with the Federal
Securities Laws and Rules, Regulations and Standards there under. In any litigation brought
by either this Firm or the Village, the prevailing party shall be entitled to an award of its
reasonable attorneys'fees and costs incurred, including through all appeals.
We acknowledge your right to terminate our services at any time, and you acknowledge our
right to resign at any time (including instances where in our judgment, our independence has
been impaired or we can no longer rely on the integrity of management), subject in either case
to our right to payment for all direct and indirect charges incurred through the date of
termination or resignation.
Village of Tequesta
June 26, 2019
Page 12
Subject to and without waiver of the provisions of Section 768.28, Florida Statutes and the
above limitation of monetary liability, the Village hereby indemnifies Marcum LLP and its
partners, principals, and employees, and holds them harmless from all claims, liabilities,
losses, and costs arising as a direct result of a known and intentional misrepresentation of fact
that is provided by an employee or officer of the Village to the Firm for a matter applicable to
the services which are the subject of and being provided by the Firm under this engagement
letter, regardless of whether such person was acting in the Village's interest. This
indemnification will survive termination of this letter of engagement.
Other Services
We will perform, in accordance with Chapter 10.550, Rules of the Auditor General of the State
of Florida, an examination pursuant to AICPA Professional Standards, promulgated by the
American Institute of Certified Public Accountants regarding the compliance of the Village's
with 218.415, Florida Statutes, Local Government Investment Policies. There is no additional
cost for this service.
We are always available to meet with you and/or other management personnel at various times
throughout the year to discuss current business, operational, accounting and auditing matters
affecting your Organization. Whenever you feel such meetings are desirable please let us
know; we are prepared to provide services to assist you in any of these areas. We will be
pleased, at your request to attend your Council meetings.
Timeline
Our engagement ends on delivery of our audit report. Any follow-up services that might be
required will be a separate, new engagement. The terms and conditions of that new
engagement will be governed by a new, specific engagement letter for that service.
Fees
In accordance with our contract with the Village, our fee for these services will be based on
the actual time spent at our discounted hourly rates. Our discounted hourly rates vary
according to the level of the personnel assigned to your engagement. For the FY 2019
engagement the fee will be $63,177 (excluding a federal or Florida single audit). The annual
increase has been limited to 2% per year. Our fee is based on certain assumptions, including
the required assistance described above. To the extent that certain circumstances include, but
not limited to those listed in Appendix A, arise during the engagement, our fee estimate may be
significantly affected and additional fees may be necessary. Additional services provided
beyond the described scope of services will be billed separately.
If the Village is required to undergo a single audit in accordance with the Federal Single Audit
Act and the Uniform Guidance during this contract, we will discuss with you the additional fees
which will be dependent on the number of programs determined to be a major program based
on the determination required by Uniform Guidance.
Village of Tequesta
June 26, 2019
Page 0
If the Village is required to undergo a single audit in accordance with the Florida Single Audit
Act during any year of this contract, we will discuss with you the additional fees which will
be dependent on the number of programs determined to be a major program based on the
determination required by the Florida Single Audit Act.
Agreement
This letter comprises the complete and exclusive statement of the agreement between the
parties, superseding all proposals oral or written and all other communications between the
parties. If any provision of this letter is determined to be unenforceable, all other provisions
shall remain in force.
It is hereby understood and agreed that this engagement is being undertaken solely for the
benefit of the Village of Tequesta and that no other person or entity shall be authorized to
enforce the terms of this engagement.
If you agree with the terms of our engagement, as described in this letter, please sign this
PDF version of the engagement letter and return it to us.
Michael D. Futterman, CPA is the Audit Engagement Partner and is responsible for
supervising the engagement and signing the report or authorizing another individual to sign
it.
This agreement is renewable at the option of the Village. We appreciate the opportunity to be
of service to the Village and believe this letter accurately summarizes the significant terms of
our engagement. If you have any questions, please let us know.
Very truly yours,
Marcum LLP
Michael D. Futterman, CPA Partner
Village of Tequesta
June 26, 2019
Page 14
ACCEPTED
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APPENDIX A
Village of Tequesta
Circumstances Affecting Timing and Fee Estimate
The estimated fee is based on certain assumptions. Circumstances may arise during the
engagement that may significantly affect the targeted completion dates and our fee estimate. As
a result, additional fees may be necessary. Such circumstances include but are not limited to
the following:
1. Changes to the timing of the engagement at your request. Changes to the timing
of the engagement usually require reassignment of personnel used by Marcum
in the performance of services hereunder. However, because it is often difficult
to reassign individuals to other engagements, Marcum may incur significant
unanticipated costs.
2. All requested schedules are not (a) provided by the accounting personnel on
the date requested, (b) completed in a format acceptable to Marcum (c)
mathematically correct, or (d) in agreement with the appropriate underlying
records (e.g., general ledger accounts). Marcum will provide the accounting
personnel with a separate listing ofrequired schedules and deadlines.
3. Weaknesses in the internal control.
4. Significant new issues or unforeseen circumstances as follows:
a. New accounting issues that require an unusual amount of time to resolve.
b. Changes or transactions that occur prior to the issuance of our report.
c. Changes inthe Organization's accounting personnel, their responsibilities, or their
availability.
d. Changes in auditing requirements set by regulators,
5. Significant delays in the accounting personnel's assistance in the engagement or
delays by them in reconciling variances as requested by Marcum. All invoices,
contracts and other documents which we will identify for the Organization, are
not located by the accounting personnel or made ready for our easy access.
6. A significant level of proposed audit adjustments are identified during our audit.
7. Changes in audit scope caused by events that are beyond our control.
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