HomeMy WebLinkAboutPKF O'Connor Davies, LLP RESOLUTION 2024-798
MY
ADOPTED DOC ID: 20608
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2024-798 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
SEPTEMBER 10,2024:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Albert J. Krupski Jr. to execute an engagement letter with PKF O'Connor Davies,
LLP in connection with their examination of the Town's compliance with rules and regulations
concerning use of Local Fiscal Recovery Funds through December 31, 2023, and that said fees
shall be a legal charge to the General Fund Whole Town Independent Auditing and Accounting
budget(A.1320.4.500.300), and that said engagement letter is subject to review and approval by
the Town Attorney.
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Louisa P.Evans, Justice
SECONDER:Greg Doroski, Councilman
AYES: Doroski,Mealy, Smith, Krupski Jr,Doherty, Evans
6P1`C_r0NN0R
DAMES
ACCOUNTANTS AND ADVISORS
May 16, 2024
Mr. Albert J. Krupski Jr.
Town Supervisor
Town of Southold
Southold, New York 11971
This letter sets forth our understanding of the terms and objectives of our engagement, and the nature
and scope of the services we will provide to the Town of Southold, New York (the "Town").
Examination Objectives
We will examine the Town's compliance with the compliance requirements "activities allowed or
unallowed" and "allowable cost/cost principles" (the "specified requirements") as described in Part IV
"Requirements for an Alternative Compliance Examination Engagement for Recipients That Would
Otherwise be Required to Undergo,a Single Audit or Program-Specific Audit as a Result of Receiving
State and Local Fiscal Recovery Funds" of the Coronavirus State and Local Fiscal Recover Funds
("CSLFRF") section of the 2023 Compliance Supplement (referred to herein as "Requirements for an
Alternative CSLFRF Compliance Examination Engagement")during the year ended December 31, 2023.
The objectives ofour examination are to obtain reasonable assurance about whether the Town complied,
in all material respects, with the specified requirements during the year ended December 31, 2023.
Our examination will be conducted in accordance with attestation standards established by the AICPA,
the standards applicable to attestation engagements contained in Government Auditing Standards,
issued by the Comptroller General of the United States; and in the "Requirements for an Alternative
CSLFRF Compliance Examination Engagement". Accordingly, it will include examining, on a test basis,
your records and other procedures to obtain evidence necessary to enable us to express our opinion.
We will issue a written report upon completion of our examination. Our report will be addressed to The
Honorable Supervisor and Members of the_Town Board of the Town of Southold, New York. We cannot
provide assurance that an unmodified opinion will be expressed. Circumstances may arise in which it is
necessary for us to modify our opinion. If our opinion is other than unmodified,we will discuss the reasons
with you in advance. If, for any reason, we are unable to complete the examination or are unable to form
or have not formed an opinion, we may decline to express an opinion or may withdraw from this
engagement.
Because of the inherent 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.
PKF O'CONNOR DAVIES LLP
878 Veterans Memorial Highway,Fourth Floor, Hauppauge, NY 11788 1 Tel:631.434.9500 1 Fax: 631.434.9518 1 www.pkfod.com
PKF O'Connor Davies LLP is a member firm of the PKF International Limited network of legally independent firms and does not accept any responsibility or
liability for the actions or inactions on the part of any other individual member firm or firms.
Town of Southold
May 16, 2024
i
Examination Objectives (continued)
You understand that the report is intended solely to express and opinion on whether the Town complied,
in all material respects with the specified requirements referenced above during the year ended
December 31, 2023.
We will plan and perform the examination to obtain reasonable assurance about whether the Town
complied with the "Requirements for an Alternative CSLFRF Compliance Examination Engagement",
based on attestation standards established by the AICPA; the standards applicable to attestation
engagements contained in Government Auditing Standards, issued by the Comptroller General of the
United States; and in the "Requirements for an Alternative CSLFRF Compliance Examination
Engagement". 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.
Your Responsibilities
You are responsible for the Town's compliance with the specified requirements. You are responsible for,
and agree to provide us with, a written assertion about whether the Town complied, in all material
respects,with the specified requirements.Failure to provide such an assertion will result in our withdrawal
from the engagement.You are also responsible for providing.us with (1)access to all information of which
you are aware that is relevant to the measurement, evaluation, or disclosure of the subject matter; (2)
additional information that we may request for the purpose of the examination;and(3)unrestricted access
to persons within the Town from whom we determine it necessary to obtain evidence. You are also
responsible to notify us in advance of your intent to print our report, in whole or in part, for inclusion in a
document containing other information, and to give us the opportunity to approve such use and to review
such printed matter for material inconsistencies and misstatements before its issuance.
At the conclusion of the engagement, you agree to provide us with certain written representations in the
form of a representation letter.
Our responsibility as accountants is limited to the period covered by our examination and does not extend
to any later periods for which we are not engaged as accountants.
We understand that your accounting department personnel will assist us to the extent practicable in
completing the examination. They will provide us with detailed supporting schedules, and other
information we deem necessary.A list of these schedules and other items of information will be furnished
to you shortly before we begin the examination engagement. The timely and accurate completion of this
information is an essential condition to our completion of our examination and the issuance of the report
thereon.
In the event that we become obligated to pay any cost, settlement, judgment, fine, penalty, or similar
award or sanction as a result of a claim, investigation, or other proceeding instituted by any third party,
as a direct or indirect result of an intentional, knowing or reckless misrepresentation or provision to us of
inaccurate or incomplete information by the Town or any director, officer or employee thereof in
connection with this engagement, and not any failure on our part to comply with professional standards,
you agree to indemnify us against such obligations.
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• Town of Southold
May 16, 2024
Your Responsibilities (continued)
To the best of your knowledge, you are unaware of any facts which might impair our independence with
respect to this engagement.
You must notify us in advance and obtain our approval if you intend to make reference to our firm in a
document that includes our examination report. Because our engagement does not contemplate the
foregoing, there may be an additional fee in connection with our review of any such documents. In the
event our auditor/client relationship has been terminated when the Town seeks such consent, we will be
under no obligation to grant such consent or approval.
We keep documents related to this engagement in accordance with our records retention policy and
applicable regulations. However, we do not keep any'original client records, so we will return those to
you at the completion of the services rendered under this engagement. When records are returned to
you, it is your responsibility to retain and protect your records for possible future use, including potential
examination by any government or regulatory agencies.
Non-Reliance on Oral Advice
It is our policy to put all advice on which a client intends to rely in writing.We believe that is necessary to
avoid confusion and to make clear the specific nature and limitations of our advice. You should not rely
on any advice that has not been put in writing by our firm after a full supervisory review.
Electronic and Other Communication
During the course of the engagement,we may communicate with you or with Town personnel via e-mail
or other electronic means. You should be aware that communication in those media may be unsafe to
use and present a risk of misdirection and/or interception by unintended third parties, or failed delivery or
receipt. In that regard, you agree that we shall have no liability for any loss or damage to any person or
entity resulting from the use of e-mail or other electronic transmissions, including any consequential,
incidental, direct, indirect,or special damages.
Access to Working Papers
During the course of this engagement, we will develop files of various documents, schedules and.other
related engagement information known as our working papers.As we are sure you can appreciate,these
working papers may contain confidential information and our firm's proprietary data.You understand and
agree that these working papers are, and will remain,our exclusive property. Except as discussed below,
any requests for access to our working papers will be discussed with you before making them available
to requesting parties:
(1) Our firm, as well as other accounting firms, participates in a peer review program covering our
audit and accounting practices. This program requires that once every three years we subject our
system of quality control to an examination by another accounting firm. As part of this process,
the other firm will review a sample of our work. It is possible that the work we perform for you may
be selected for review. If it is, the other firm is bound by professional standards to keep all
information confidential.
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Town of Southold
May 16, 2024
Access to Working Papers (continued)
(2) We may be requested to make certain working papers available to regulators pursuant to authority
given to them by law, regulation or subpoena. If requested, access to such working papers will be
provided under the supervision of our personnel. Furthermore, upon request, we may provide
photocopies of selected working papers to them.The regulator may intend, or decide,to distribute
the photocopies or information contained therein to others, including other government agencies.
You agree to compensate us for our time at our standard billing rates and to reimburse us for
our out-of-pocket expenses and reasonable attorneys' fees incurred in complying with or
responding to any request (by subpoena or otherwise) for testimony, documents or other
information concerning the Organization by any governmental agency or investigative body or
by a party in any litigation or dispute other than litigation or disputes involving claims by the
Organization against the firm. This agreement will survive termination of this engagement.
Fees and Billing
We estimate that our fees for these services will be$9,500. In addition, if the condition of the accounting
records is such that it would require excessive time on our part, we will consult with you beforehand
regarding any possible additional charge for the time involved.
Insurance
We will throughout the term continuously maintain in force insurance adequate to cover our contractual
obligations under this Agreement, which will in no event be less than the following: (a) claims-made
Professional Liability errors and omissions insurance coverage,that provides coverage for Company and
HUSA in a minimum amount of ten million dollars (US$10,000,000.00); (b) occurrence-based
Commercial General Liability insurance covering bodily injury and property damage with minimum limits
of at least one million dollars (US$1,000,000.00)for any claim arising out of a single occurrence and two
million dollars (US$2,000,000.00) for all claims in the aggregate; (c) Worker's Compensation insurance
coverage adequate to comply with all statutory requirements covering all persons employed by Company
hereunder,and Employer's Liability with minimum limits of at least one million dollars(US$1,000,000.00);
(d) Comprehensive Automobile Liability insurance with bodily injury limits of at least five hundred
thousand dollars (US$500,000.00) per person and at least five hundred thousand dollars
(US$500,000.00) per incident, and property damage with a minimum limit of no less than fifty thousand
dollars (US$50,000.00) per incident; and (e) umbrella liability insurance of at least five million dollars
(US$5,000,000.00) in the aggregate above the coverages referenced in (a), (b), (c) and (d) above. Upon
request, we shall provide the Town certificates of insurance evidencing such coverage and an
endorsement including a Waiver of Subrogation in favor of the Town, and naming the Town as an
additional insured on all such policies (excluding Worker's Compensation).All insurance policies referred
to above will be maintained with insurance companies that are rated A-or better by AM Best.
Liability
Our firm's maximum liability to the Town for any reason relating to the services under this letter shall be
limited to six times the fees paid to the firm for the services or work product giving rise to liability, except
to the extent it is finally determined that such liability resulted from the willful or intentional misconduct or
fraudulent behavior of the firm. In no event shall the firm be liable to the Town,whether a claim be in tort,
contract or otherwise, for any consequential, special, indirect, lost profit or similar damages.
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Town of Southold
May 16, 2024
Reimbursement
You agree to reimburse our firm, its partners, principals and employees,to the fullest extent permitted by
law for any expense, including compensation for our time at our standard billing rates and reimbursement
for our out-of-pocket expenses and reasonable attorneys'fees, incurred in complying with or responding
to any request(by subpoena or otherwise)for testimony, documents or other information concerning the
Town by any governmental agency or investigative body or by a party in any litigation or dispute other
than litigation or disputes involving claims by the Town against the firm. This agreement will survive
termination of this engagement.
Dispute Resolution
Any claim or controversy ("dispute") arising out of or relating to this engagement, the services provided
thereunder, or any other services provided by or on behalf of the firm or any of its subcontractors or
agents to the Town or at its request(including any dispute involving any person or entity for whose benefit
the services in question are or were provided), except any claim by our firm seeking payment of our fees
and disbursement, shall first be submitted in good faith for mediation administered by the American
Arbitration Association ("AAA") under its Mediation Rules. Each party shall bear its own costs in the
mediation. Absent an agreement to the contrary, the fees and expenses of the mediator shall be shared
equally by the parties.
If the dispute is not resolved by mediation within 90 days of its submission to the mediator,then,and only
then, the parties shall submit the dispute for arbitration administered by the American Arbitration
Association under its Professional Accounting and Related Services Dispute Resolution Rules (the
"Rules"). The arbitration will be conducted before a single arbitrator selected from the AAA's Panel of
Accounting Professionals and Attorneys and shall take place in New York, New York.
Any discovery sought in connection with the arbitration must be expressly approved by the arbitrator
upon a showing of substantial need by the party seeking discovery.
All aspects of the arbitration shall be treated as confidential. The parties and the arbitrator may disclose
the existence, content or result of the arbitration only as expressly provided by the Rules.
The arbitrator shall issue his or her final award in a written and reasoned decision to be provided to each
party. In his or her decision, the arbitrator will declare one party the prevailing party. The arbitrator shall
have the power to award to the prevailing party reasonable legal fees associated with the arbitration and
prior mediation. The arbitrator shall have no authority to award non-monetary or equitable relief of any
sort. The arbitrator shall not have authority to award damages that are punitive in nature, or that are not
measured by the prevailing party's actual compensatory loss.
The award reached as a result of the arbitration will be binding on the parties and confirmation of the
arbitration award may be sought in any court having jurisdiction.
Any claim by our firm seeking payment of our fees and disbursements related to this engagement and
the services provided hereunder shall be brought in a federal or state court of appropriate jurisdiction
sitting without a jury. YOU AND OUR FIRM,IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING RELATED TO NON-PAYMENT OF ANY OF OUR FEES AND
DISBURSEMENTS.
This engagement will be governed by the laws of the State of New York, without giving effect to any
provisions relating to conflict of laws that would require the laws of another jurisdiction to apply.
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Town of Southold
May 16, 2024
Corporate Transparency Act/Beneficial Ownership Reporting
Assisting you with your compliance with the Corporate Transparency Act ("CTA"), including beneficial
ownership information ("BOI") reporting, is not within the scope of this engagement. You have sole
responsibility for your compliance with the CTA, including its BOI 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 BOI 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.
Confirmation
Jeffrey Davoli is the engagement partner and is responsible for supervising the engagement and signing
the report or authorizing another individual to sign it. We expect to begin our examination engagement
as soon as possible.
Our examination engagement for each period ends on delivery of our examination report covering that
period. Requests for services other than those included in this engagement letter will be agreed to in a
separate engagement letter.
PKF O'Connor Davies LLP ("LLP") and PKF O'Connor Davies Advisory LLC ("Advisory") practice in an
alternative practice structure in accordance with applicable law, regulations and professional standards.
LLP provides attest services to its clients. Advisory is not a registered CPA firm and does not provide
audit or attest services. LLP has a contractual arrangement with Advisory, whereby Advisory provides
LLP with professional and support personnel to perform professional services on behalf of LLP. In
connection with our services,we may share information that we currently have and/or receive in the future
between LLP and Advisory. Unless you indicate otherwise, your acceptance of the terms of this
engagement shall be understood by us as your consent for LLP, Advisory and its employees to share
confidential information between LLP and Advisory. LLP and Advisory have policies in place that require
their employees to maintain as confidential all client information that is not otherwise publicly available.
All rights and obligations set forth herein shall become the rights and obligations of any successor firm to
PKF O'Connor Davies, LLP by way of merger, acquisition or otherwise.
If this letter correctly expresses your understanding of the terms of our engagement, including our
respective responsibilities, please sign the enclosed copy where indicated and return it to us.
We are pleased to have this opportunity to serve you.
Very truly yours,
LLP
PKF O'Connor Davies, LLP
Enc.
The services and terms described in the foregoing letter are in accordance with our requirements and
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Tpwn of Southold
'May 16, 2024
are acceptable to us.
TOWN OF SOUTHOLD, NEW YORK
BY: l
TITLE:
DATE:
PKF O'Connor Davies, LLP is a member firm of the PKF International Limited network of legally independent
firms and does not accept any responsibility or liability for the actions or inactions on the part of any other
individual member firm or firms.
7
COVER S&If
OR DOCUMENTSSent To: 04 -
Sent By: TOWN ATTORNEY, PAUL M. DECHANCE
DEPUTY T/A, JACK SQUICCIARINI
ASSISTANT T/A, JULIE M. MCGIVNEY
ASSISTANT T/A, BENJAMIN JOHNSON
CONFIDENTIAL SECRETARY, AMY SCHLACHTER_X
Type Of Agreement: 16A�RECEIVED
S E P 1 8 2024
Southold Town Clerk
Nature Of Contract/Agreement
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