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#18-7387 (Clifton Larson Allen, LLP, Inc.)
PROFESSIONAL SERVICE AGREEMENT #18-7387 for Annual Audit Services THIS AGREEMENT, made and entered into on this 101" day of July 2018, by and between CliftonLarsonAllen LLP, authorized to do business in the State of Florida, whose business address is 4099 Tamiami Trail North, Suite 300, Naples, Florida 34103-3548, (the "Auditor" and "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. The Agreement shall be for a three (3) year period, commencing upon the date of Board approval and terminating three (3) years from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional one (1) year periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. Pricing after the initial year three (3) will be based on the lesser of the All Urban Consumers Price Index (CPI) based on the most recent March to March change as measured March 2021 and March 2022, or three percent (3.0%) as evidenced in writing between the County and the Auditor. Audit engagement letters for FY-2019 and 2020, as well as extensions, if applicable, must be signed by May 31st of the respective audit year. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a Purchase Order. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP) # 18-7387, including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. per. Page 1 of 19 #18-7387"Annual Audit Services" The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. • 3.1 This Agreement will include auditing services for other County departments/divisions and Constitutional Officers, as well as additional related services as requested and mutually agreed upon by County and Auditor in writing. Additional services related to the annual audit that are not included in Exhibit B- Fee Schedule "Description of Services" shall be evidenced by an Amendment to this Agreement. Additional services not related to the annual audit, but requested by other departments and not included in Exhibit B — Fee Schedule "Description of Services" shall be evidenced by a Work Order to this Agreement. In either case, these additional services shall be negotiated on an individual basis in compliance with the County's Procurement Ordinance and Procedures, and pricing shall be in conformance with the hourly rates identified in Exhibit B — Fee Schedule. 3.2 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule and Exhibit C- Basis of Compensation, attached hereto and the price methodology as defined in Section 4.1. This amount is based on prices set forth in the Auditor's proposal, subject to written contract modifications as approved in advance by the County. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State Page 2 of 19 #18-7387"Annual Audit Services" of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: CliftonLarsonAllen LLP Address: 4099 Tamiami Trail North, Suite 300 Naples, Florida 34103-3548 Authorized Agent: Attention Name & Title: Martin A. Redovan, CPA, Principal Telephone: (239) 226-9902 E-Mail: martin.redovan@CLAconnect.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Edward F. Coyman, Jr. Division Name: Procurement Services Division Address: 3295 Tamiami Trail Naples, Florida Administrative Agent/PM: Derek M. Johnssen, Assistant Finance Director Clerk's Finance and Accounting Department Telephone: (239) 252-7863 E-Mail: Derek.Johnssen(a7collierclerk.com The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. Page 3 of 19 #18-7387"Annual Audit Service 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$1,000,000 for each accident. C. Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and aggregate. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be Page 4of19 #18-7387"Annual Audit Services" listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Clerk's Finance and Accounting Department. Page 5of19 : #18-7387"Annual Audit Services" ( z 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Exhibit A Scope of Services, Exhibit B Fee Schedule, Exhibit C — Basis of Compensation and Schedule RFP #18-7387, including Exhibits, Attachments and Addendum. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 19. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: 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, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 6of19 /IT? #18-7387"Annual Audit Service To the extent legally applicable, the Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff Page 7 of 19 #18-7387"Annual Audit Services" 1c„1.,„-'" person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. KEY PERSONNEL. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of this Agreement, the Contractor Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Agreement shall take precedence. 27. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement,, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 28. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County Page 8of19 #18-7387"Annual Audit Services'*;,_' facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. (Intentionally left blank-signature page to follow) Page 9of19 „_ #18-7387"Annual Audit Services" IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF Cel TY COMMI •NERS COLLIER '4 UN FLORI►I'�j Crystal"K. Kinzel, Interim Clerk of Courts v. By: \S :i By: _ A i Ailiki\,)--S1 Andy Solis, Chairman Dated: 2O . 1l (SEAL) ttest as to Chairman's Contractor's sivvitness�e$: CliftonLarsonAllen LLP Contractor TY/Ck, y By: Az4dAle,i_-- Contractor's First Witness Signature Martin A. Redovan, Principal Marcia Smith TType/print signature and titleT TType/print witness nameT 17 ( ' YX71- 1.y� Co ractor's Second Witq� ss Lori Gentry VV TType/print witness nameT A prov s to r and Legali : .tires "gyro, County Attorney S4 12. "7:e.4 a,, Exhibit A Page 10 of 19 #18-7387"Annual Audit Se4V7'e#," Scope of Services 18-7387 Annual Audit Services This Agreement is for use by all County Departments, with a Scope of Services including; but not limited to, the following: an annual financial audit, single audits and specific financial assistance and reporting as described in the Scope of Work below. The Auditor shall provide audit services, to include the provision of resources related to the implementation of pronouncements, changes in accounting procedures, laws, regulations and general reporting guidance. Responsibilities of the Auditor: a. An audit performed in accordance with generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants, and the standards for financial audits set forth in the U.S. Government Accountability Office's Government Auditing Standards, and per the provisions of Florida Statutes, Section 11.45. b. The firm should provide an affirmative statement that it is independent of Collier County, including the Board and each County Officer, as defined by the U.S. Government Accountability Office's Government Auditing Standards. In addition, the firm shall give Collier County written notice of any professional relationships entered into during the period of this agreement. c. All working papers and reports must be retained, at the auditor's expense, for a minimum of five (5) years, unless the firm is notified in writing by Collier County of the need to extend the retention period. The auditor will be required to make working papers available, upon request, without charge, to any federal, state or Collier County agency upon request. d. In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance. Additional requirements: a. Audit the separate financial statements of the Board of County Commissioners and each Constitutional Officer and express an opinion on the fair presentation of the financial statements of each Constitutional Officer and the County as a whole. In addition, the Auditor will provide separate Representation Letters for the Board of County Commissioners' financial statement audit. One will be addressed to Collier County Administration and the other to the Clerk of the Circuit Court. The dual Representation Letters will allow the two agencies to make their respective assertions regarding the underlying financial statements. b. Express an opinion on the fair presentation of the basic financial statements in accordance with generally accepted accounting principles. Per the requirements of Government Accounting Standards Board (GASB) Statement No. 14, as amended, Page 11 of 19 #18-7387"Annual Audit Services" `- the basic financial statements of Collier County include the Board of County Commissioners and the Constitutional Officers along with blended and discretely presented component units. c. Provide an "in-relation-to" report on the combining and individual fund financial statements and other supplemental information and the schedule of expenditures of federal awards and state financial assistance based on the auditing procedures applied during the audit on the basic financial statements. The auditor is not required to audit the introductory section or the statistical section of the report or express an opinion on the fair presentation of its combining and individual fund financial statements and other supplemental information and the schedule of expenditures of federal awards and state financial assistance d. When applicable, the scope of the financial audit shall encompass the additional activities necessary to establish compliance with Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, And Audit Requirements for federal Awards (Uniform Guidance); other applicable federal law; and the Florida Single Audit Act. e. Audit the individual financial statements of the Collier County Water and Sewer District for the purpose of expressing an opinion on the fair presentation of the financial statements. f. Audit the Statement of County Funded Court Related Functions required by Florida Statutes, Section 29.0085. g. Perform agreed-upon procedures for the Sheriffs Investigative Trust Fund Report. h. Review the Annual Financial Report filed with the Department of Financial Services in accordance with Florida Statutes Section 218.32 and determine whether the entity met one or more of the conditions described in Florida Statutes, Section 218.503. i. Determine whether or not deteriorating financial conditions exist pursuant to Florida Statutes, Section 218.39. j. Review the entity's compliance with the requirements of Florida Statutes, Section 218.415. k. Determine whether or not all E911 fee revenues, interest and E911 grant funding, if any, was used for payment of authorized expenditures, as specified in Florida Statutes, Section 365.172 and as specified in the E911 Board grant and special disbursement programs described in Florida Statutes, Section 365.173. I. For the Clerk of Courts a determination of the clerk's compliance with the requirements of Florida Statutes, Sections 28.35, 28.36 and 61.181. m. For Deepwater Horizon oil spill funds not audited as major grant programs or projects, determine whether or not the County has complied with Federal and State laws, rules, regulations, contracts or grant agreements related to the receipt and expenditure of the funds (see Florida Statutes, Section 288.8018). Page 12 of 19 #18-7387"Annual Audit Services : n. Attend public meetings, as needed, to discuss the audit report. The partner-in- charge and audit manager may be required to attend these meetings. a. Be established as a legal business entity in the State of Florida and have performed continuous certified public accounting services for a minimum of five (5) years. p. Be capable of conducting research using inquiry access to the County's SAP Financial platform for the purposes of auditing the Board of County Commissioners, Clerk the Circuit Court and Supervisor of Elections. The Property Appraiser, Tax Collector and Sheriff maintain individual systems. q. Be members in the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants. r. Meets the standards for financial audits contained in Government Auditing Standards issued by the Government Accountability Office of the United States (the Yellow Book) and Laws and Rules of Florida Board of Accountancy, Chapters 455 and 473, Florida Statutes (F.S.), and Florida Administrative Code. s. Affirms compliance with the Code of Ethics of the Collier County Board of County Commissioners or the State of Florida. A copy of the County and State Ethics Codes is available at the Human Resources Department, Collier County Government, 3303 Tamiami Trail East, Naples, Florida 34112-4961. t. Provide agenda for annual Interim and Audit Kick-Off Meeting; meeting must occur by June 15th of each year, subsequent to the first-year audit. u. Begin interim audit work after the execution of the contract; generally, this work should occur from July 15th — September 30th. v. Adhere to the audit timeline described below: Timeline Action July 15th — Sept. 30th Interim field work, subsequent to first year September 30th Fiscal year end Sept. 30th — Nov. 15th Books are closed for Constitutional Officers The general ledgers are provided to the independent auditor; begin field work on Constitutional Officers Oct. 31st — Dec. 15th Financial statements for Constitutional Officers prepared. Constitutional Exit interviews Page 13 of 19 #18-7387"Annual Audit Services t Sept. 30th — Dec. 15th Books are closed for Board of County Commissioners and the general ledger is provided to the independent auditor; field work begins on the Board. First draft of County financial statements is provided to the independent auditor January Board field work complete January Comments provided by independent auditor regarding draft of financial statements February Final review of financial statements, conduct exit conferences March Commence Comprehensive Annual Financial Report (CAFR) printing — Clerk's Finances and Accounting Department By last Board Meeting in March (4th Presentation of CAFR to the Board of Tuesday) County Commissioners in conjunction with the Clerk of the Circuit Court Notes: The Clerk of Courts, in his/her role as Chief Financial Officer, oversees preparation of draft financial statements, notes and all required supplementary schedules and statistical data. The draft financial statements, unadjusted for Florida Retirement System pension purposes, will be available to audit by December 15 of any given year. The auditor shall provide all recommendations, revisions and suggestions for improvement to the Clerk's Finance Department and Accounting Department by January 31. The Finance Department will complete their review of the auditor reviewed draft report as expeditiously as possible. It is not expected that this process should exceed one (1) week. During that period, the auditor should be available for any meetings that may be necessary to discuss the audit reports. Once all issues for discussion are resolved, the final signed report shall be delivered to the Clerk of the Circuit Court within seven (7) working days. The Finance and Accounting Department's goal is to issue the CAFR prior to March 31 of the subsequent year. The County understands that this goal is subject to the provision of pension data from the State of Florida. w. Submit the final report to: The Honorable Crystal K. Kinzel Interim Clerk of the Circuit Court and County Comptroller Finance and Accounting Department 3299 Tamiami Trail East, Suite 403 Naples, Florida 34112-5746 Page 14 of 19 #18-7387"Annual Audit Services" r$t x. Provide the following reports to the County: 1) Presentation of the financial statements in conformity with generally accepted accounting principles. In addition to the report for the County as a whole, a separate report is required for each of the five (5) elected Constitutional Officers. A defined number of copies will need to be provided to each office. 2) Internal control over financial reporting in accordance with Governmental Auditing Standards. A separate report is required for each of the five elected Constitutional Officers. 3) Compliance and other matters in accordance with Governmental Auditing Standards. A separate report is required for each of the five (5) elected Constitutional Officers. 4) Internal control over compliance for federal awards and state financial assistant programs. 5) Compliance with laws and regulations related to major federal programs and state projects. These reports should include an opinion on compliance with specific requirements applicable to major federal programs and major state projects. 6) Fair presentation of Other Supplemental Information and the Schedule of Expenditures of Federal Awards and State Financial Assistance in relation to the County's financial statements as a whole. 7) A separate report on the Collier County Water and Sewer District as to the fair presentation of the financial statements in accordance with generally accepted accounting principles. 8) A separate report on the Sheriff's Investigative Fund Trust Report. 9) Any other attestations as may be required by Florida Statutes or Florida Administrative Code. 10) Management letters for the Board of County Commissioners and all Constitutional Officers, with required elements, as defined by the Rules of the Auditor General. 11) An immediate, written report of all irregularities and illegal acts of which they become aware. Such report shall be made to the elected official responsible for the operations of the unit of the County being audited and to the audit committee. 12) Inform the Collier County Board of County Commissioners and each Constitutional Officer of the following, if applicable: Page 15 of 19 #18-7387"Annual Audit Services' t i. The auditor's responsibility under generally accepted auditing standards ii. Significant accounting policies iii. Management judgments and accounting estimates iv. Significant audit adjustments v. Other information in documents containing audited financial statements vi. Disagreements with management vii. Management consultation with other accountants viii. Major issues discussed with management prior to retention ix. Difficulties encountered in performing the audit The County will: a. Send its comprehensive annual financial report to the Government Finance Officers' Association of the United States and Canada for review in its Certificate of Achievement for Excellence in Financial Reporting program. It is expected that the auditor will provide any special assistance necessary to ensure Collier County continues to meet the requirements of that program. Collier County has received this award for the last thirty - one fiscal cycles. b. Potentially prepare one or more official statements in connection with the sale of debt securities, which would contain the basic financial statements and the auditor's report thereon. The auditor shall be required, if requested by the financial advisor and/or the underwriter, to issue a "consent and citation of expertise" as the auditor and any necessary "comfort letters." Such requests will be deemed additional services for purposes of reporting and compensation. c. Prepare the Schedule of Expenditures of Federal Awards and State Financial Assistance and related notes for inclusion as part of the CAFR. d. Schedule the Finance and Accounting Department staff and responsible management personnel to be available during the audit to assist the firm by providing information, documentation and explanations. The Clerk's Finance and Accounting Department will prepare the financial statements for the Clerk of the Circuit Court, Supervisor of Elections as well as the consolidated CAFR; other constitutional offices provide their own. Any additional information provided will be in the format maintained by the Clerk's Finance and Accounting Department. The preparation of confirmations will be the responsibility of the Clerk's Finance and Accounting Department for the Board of County Commissioners, Clerk of the Circuit Court, and Supervisor of Elections; other constitutional offices will prepare their own. e. Assist the auditor in performing audit tests as defined in contract negotiations. f. Provide the auditor with reasonable work space, desks and chairs. The auditor will also be provided with access to one (1) telephone line, photocopying facilities, facsimile machine and wireless connectivity. g. Preparation of the CAFR report, including editing and printing shall be the responsibility of the Clerk's Finance and Accounting Department. Page 16 of 19 #18-7387"Annual Audit Services'e—':- Exhibit B — Fee Schedule 18-7387 Annual Audit Services Description of Services Annual Lump Sum Complete price for Collier County audit Scope of Services $350,000.00 for all constitutional officers and the Board of County Commissioners, inclusive of administrative fees, travel and incidental costs, for year one (1). Complete price for Collier County audit Scope of Services $357,000.00 for all constitutional officers and the Board of County Commissioners, inclusive of administrative fees, travel and incidental costs, for year two (2). Complete price for Collier County audit Scope of Services $364,000.00 work for all constitutional officers and the Board of County Commissioners, inclusive of administrative fees, travel and incidental costs, for year three (3). The fee proposal is based on the following: • County personnel will provide assistance periodically throughout the year and during the assurance fieldwork with regard to account analysis and provision of year-end account reconciliation workpapers and schedules. • Satisfactory completion of the firm's normal client acceptance procedures. • Professional standards and regulations currently in effect. We reserve the right to modify your proposed fee if professional standards or regulations change for any engagement period. • No significant changes in the operations of the County subsequent to the date of this proposal. If additional fees are deemed applicable, these fees will be discussed before the firm conducts any work. Hourly rates for additional services, inclusive of administrative fees, travel and incidental costs: Personnel Category Hourly Rate Hourly Rate Hourly Rate During 2018 During 2019 During 2020 Partner $265 $265 $265 Principal $280 $285 $290 Manager/Director $255 $260 $265 Senior $200 $205 $210 Staff $150 $155 $160 Page 17 of 19 #18-7387"Annual Audit Services" tt't _' Exhibit C Basis of Compensation and Schedule 18-7387 Annual Audit Services Year 1-FY-2018 Audit* TASKS DESCRIPTION LUMP PAYABLE SUM FEE SCHEDULE Task 1 Meet with executives and financial $40,000 Upon July —August management to develop detailed audit plan. completion Attend Audit Committee Meeting, begin of all items interim fieldwork (understanding and testing associated of internal controls and systems). Begin with Task 1. Single Audit planning and testing. Task 2 - Significant completion of control testing, risk $70,000 Upon November assessments and audit planning. completion Constitutional Officer General Ledgers of all items provided to the auditors. Begin performance associated of substantive testing of account balances with Task 2. Task 3 - Significant completion of fieldwork of $100,000 Upon Constitutional Officers. Review of completion November- Constitutional Officer Financial Statements of all items December and conduct exit interviews on Constitutional associated Statements December 1-15. Begin with Task 3. performance of substantive testing of account balances - Board of County Commissioners. Continue Single Audit testing. Task 4 - Board financial statement audit and Single $100,000 Upon January- Audit significantly complete. The Clerk of completion January Courts Finance and Accounting Department of all items oversees preparation of draft financial associated statements, notes and statistical data. First with Task 4. draft of financial statements to auditors by January 22. First round of comments on initial review due by January 29. Second draft to auditors one week after receipt of initial review comments. Page 18 of 19 #18-7387"Annual Audit Services" Task 5 - Issue opinion on Comprehensive Annual $40,000 Upon February - Financial completion February - Report (CAFR), including all Constitutional of all items March Officer associated reports. Issue all other required reports, with Task 5. including Single Audit and Data Collection Form. Present CA CAFR, and results, to the Board of County Commissioners. *- Schedule for subsequent years to be established as part of the engagement letter for the respective audit year, total price as indicated in Exhibit B — Fee Schedule. Page 19 of 19 #18-7387"Annual Audit Services" z r X 4' Y AccoRD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/19/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Rose Tonn NAME: American Agency,Inc. PHONn o, Ext): (952)591-2746 FAX No): (952)593-8733 5851 Cedar Lake Road E-MAIL roset@americanagencymn.com ADDRESS: P 0 Box 16527 INSURER(S)AFFORDING COVERAGE NAIC# Minneapolis MN 55416INSURERA: Great Northern Insurance Co 20303 INSURED INSURER B: Federal Insurance Company 20281 CliftonLarsonAllen LLPINSURERC: Chubb Indemnity Insurance Co 12777 LarsonAllen LLP,Clifton Gunderson LLP INSURER D: 220 South 6th Street,Suite 300 INSURER E: Minneapolis MN 55402-1436 INSURER F: COVERAGES CERTIFICATE NUMBER: 17/18 CERT#1 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUHH POLICY NUMBER POLICY EFF POLICY EXP LTR INSD WVD ,(MM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITYEACH OCCURRENCE $ 1,000,DAMAGE T000 CLAIMS-MADE >4 OCCUR PREM SESO(Ea occurrRENTEence) $ 1,000,000 MED EXP(Any one person) $ 10,000 A 3598-35-69 12/31/2017 12/31/2018PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLI_ESrPER. GENERAL AGGREGATE $ 2,000, ECT �_�� 000 POLICY PRO LOC PRODUCTS $ 2,000,000 - JZI 11 OTHER. Combined Aggregate $ 10,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED 7357-28-25 12/31/2017 12/31/2018 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XHIRED V NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) _ UMBRELLA LIAB OCCUR EACH OCCURRENCE _ $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEO RETENTION$ $ WORKERS COMPENSATION NAT OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N 1,000,000 C ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A 7174-92-76 12/31!2017 12/31/2018 E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1000000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ , , DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) For any and all work performed on behalf of Collier County. Certificate holder is included as additional insured on General Liability per form 80-02-2367&on Auto per form 16-02-0292 when required in prior written contract.General Liability is primary and non-contributory and Auto Liability is primary when required in prior written contract.Waiver of Subrogation included on General Liability per form 80-02-2000&on Auto per form 16-02-0292 when required in prior written contract.General Liability&Auto Policies have been endorsed to provide 30 days notice of cancellation,with the exception of 10 days notice of cancellation for non-payment of premium per form 80-02-9779 and 16-02-0306 respectively. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Collier County Board of Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples FL 34112-4901 I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DAA D TE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE E(M/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-847-385-6800 CONTACT NAME: John Hecht Integro Insurance Brokers PHONE FAX IA/C.No,Ext): 847-385-6800 (A/C,No): E-MAIL John•Hecht@inte ro rou com 111 West Campbell ADDRESS: g 4 P• 4th Floor INSURER(S)AFFORDING COVERAGE NAIC Arlington Heights, IL 60005 INSURERA: NAUTILUS INS CO and various insurers 17370 INSURED INSURER B: CliftonLarsonAllen, LLP INSURER C: 220 South Sixth St. INSURERD: Suite 300 INSURERE: Minneapolis, MN 55402 INSURERF: COVERAGES CERTIFICATE NUMBER: 53349902 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IEFF POLICY EXP LsR ADDL TYPE OF INSURANCE NSD SPOLICYUBR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE O CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability PAP 1000007 P-7 12/15/17 12/15/18 Each Claim 1,000,000 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples, FL 34112-4901 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Rita.Rizzo@integrogroup.com_LEM 53349902 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form, affairs. 1. EXPENDED CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2,b. —CANCELLATION-of the Paragraph A.1. —WHO IS AN INSURED—of COMMON POLICY CONDITIONS form IL 00 17 is SECTION[I—LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered "auto"while the we cancel for any other reason, "auto"is leased to you under a written 2. BROAD FORM INSURED agreement If: A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended to include: (2) The"auto"is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased "auto"will be considered a you own more than 50%of the voting stock on covered "auto"you own and not a covered the effective date of the Coverage Form. "auto"you hire. However, the Named Insured does not include However, the lessor is an"insured"only any subsidiary that is an"insured"under any for "bodily injury"or"property damage" other automobile policy or would be an resulting from the acts or omissions by: "insured"under such a policy but for its 1. You; termination or the exhaustion of its Limit of 2. Any of your "employees"or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person, except the lessor or you and over which you maintain majority any"employee"or agent of the ownership. However, the Named Insured lessor, operating an "auto"with the does not include any newly formed or permission of any of 1. and/or 2. acquired organization: above. (a) That is an "insured"under any other D. Persons And Organizations As Insureds automobile policy; Under A Written Insured Contract (b) That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other policy; or SECTION II—LIABILITY COVERAGE is (c) 180 days or more after its acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operation, maintenance or use of a formation. covered "auto", provided that you and Coverage does not apply to "bodily injury"or such person or organization have agreed "property damage"that results from an"accident" under an express provision in a written that occurred before you formed or acquired the "insured contract", written agreement or a organization. written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A.1. —WHO IS AN INSURED—of such person or organization to this policy SECTION II—LIABILITY COVERAGE is amended to as an "insured". add the following: However,such person or organization is d. Any"employee"of yours while using a an"insured"only: covered "auto"you don't own, hire or Form: 16-02-0292 (Rev. 4-11) Page 1 of 3 'Includes copyrighted material of Insurance Services Office, Inc.with its permission" (1) with respect to the operation, SECTION III -PHYSICAL DAMAGE COVERAGE maintenance or use of a covered is amended to add the following: "auto"; and d. Rental Expense (2) for"bodily injury"or"property damage" We will pay the following expenses that you or caused by an "accident"which takes any of your "employees"are legally obligated place after: to pay because of a written contract or (a) You executed the'insured agreement entered into for use of a rental contract"or written agreement; or vehicle in the conduct of your business: (b) The permit has been issued to MAXIMUM WE WILL PAY FOR ANY ONE you. CONTRACT OR AGREEMENT: 3. FELLOW EMPLOYEE COVERAGE 1. $2,500 for loss of income incurred by the EXCLUSION B.5. -FF.].LOW EMPLOYEE-of rental agency during the period of time that SECTION II-LIABILITY COVERAGE does not apply. vehicle is out of use because of actual damage 4. PHYSICAL DAMAGE-ADDITIONAL TEMPORARY to, or'loss"of, that vehicle,including income TRANSPORTATION EXPENSE COVERAGE lost due to absence of that vehicle for use as a Paragraph A.4.a. -TRANSPORTATION EXPENSES- replacement; of SECTION III-PHYSICAL DAMAGE COVERAGE is 2. $2,500 for decrease in trade-in value of the amended to provide a limit of$50 per day for rental vehicle because of actual damage to temporary transportation expense,subject to a that vehicle arising out of a covered loss"; and maximum limit of$1,000. 3. $2,500 for administrative expenses incurred by 5. AUTO LOAN/LEASE GAP COVERAGE the rental agency, as stated in the contract or Paragraph A. 4. -COVERAGE EXTENSIONS-of agreement. SECTION III-PHYSICAL DAMAGE COVERAGE is 4. $7,500 maximum total amount for paragraphs amended to add the following: 1., 2. and 3, combined. c. Unpaid Loan or Lease Amounts 7. EXTRA EXPENSE-BROADENED COVERAGE In the event of a total'loss"to a covered "auto",we will Paragraph A.4, -COVERAGE EXTENSIONS-of pay any unpaid amount due on the loan or lease for a SECTION III-PHYSICAL DAMAGE COVERAGE covered "auto"minus: is amended to add the following: 1. The amount paid under the Physical Damage e. Recovery Expense Coverage Section of the policy; and We will pay for the expense of returning a 2. Any: stolen covered "auto"to you. a. Overdue loan/lease payments at the time of 8. AIRBAG COVERAGE the'loss"; Paragraph B.3.a. -EXCLUSIONS-of SECTION III b. Financial penalties imposed under a lease for -PHYSICAL DAMAGE COVERAGE does not excessive use, abnormal wear and tear or high apply to the accidental or unintended discharge of mileage; an airbag. Coverage is excess over any other c. Security deposits not returned by the lessor: collectible insurance or warranty specifically d. Costs for extended warranties, Credit Life designed to provide this coverage. Insurance, Health,Accident or Disability 9. AUDIO, VISUAL AND DATA ELECTRONIC Insurance purchased with the loan or lease; EQUIPMENT-BROADENED COVERAGE and Paragraph C.2. -LIMIT OF INSURACE-of e. Carry-over balances from previous loans or SECTION III-PHYSICAL DAMAGE is deleted and leases. replaced with the following: We will pay for any unpaid amount due on the loan or 2. $2,000 is the most we will pay for'loss"in any lease if caused by: one"accident"to all electronic equipment that 1. Other than Collision Coverage only if the reproduces,receives or transmits audio,visual Declarations indicate that Comprehensive or data signals which, at the time of'loss", is: Coverage is provided for any covered "auto"; a. Permanently installed in or upon the 2. Specified Causes of Loss Coverage only if the covered "auto"in a housing, opening or Declarations indicate that Specified Causes of other location that is not normally used by Loss Coverage is provided for any covered "auto"; the"auto"manufacturer for the installation or of such equipment; 3. Collision Coverage only if the Declarations indicate b. Removable from a permanently installed that Collision Coverage is provided for any housing unit as described in Paragraph covered "auto. 2.a. above or is an integral part of that 6. RENTAL AGENCY EXPENSE equipment; or Paragraph A. 4. -COVERAGE EXTENSIONS -of Form: 16-02-0292 (Rev. 4-11) Page 2 of 3 'Includes copyrighted material of Insurance Services Office, Inc. with its permission" c. An integral part of such equipment. 5. We will waive the right of recovery we would otherwise have against another person or 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE organization for"loss"to which this insurance Under Paragraph D. -DEDUCTIBLE—of applies, provided the'insured"has waived SECTION III—PHYSICAL DAMAGE COVERAGE their rights of recovery against such person or the following is added: organization under a contract or agreement No deductible applies to glass damage if the glass that is entered into before such loss". is repaired rather than replaced. To the extent that the"insured's"rights to 11.TWO OR MORE DEDUCTIBLES recover damages for all or part of any payment Paragraph D.-DEDUCTIBLE—of SECTION III— made under this insurance has not been PHYSICAL DAMAGE COVERAGE is amended to waived, those rights are transferred to us. That add the following: person or organization must do everything If this Coverage Form and any other Coverage necessary to secure our rights and must do Form or policy issued to you by us that is not an nothing after "accident"or'loss"to impair automobile policy or Coverage Form applies to the them. At our request, the insured will bring same"accident", the following applies: suit or transfer those rights to us and help us 1. If the deductible under this Business Auto enforce them. Coverage Form is the smaller (or smallest) deductible, it will be waived; or 14. UNINTENTIONAL FAILURE TO DISCLOSE 2. If the deductible under this Business Auto HAZARDS Coverage Form is not the smaller (or smallest) Paragraph B.2, —CONCEALMENT, deductible, it will be reduced by the amount of MISREPRESENTATION or FRAUD of SECTION IV the smaller (or smallest) deductible, —BUSINESS AUTO CONDITIONS-is deleted and replaced with the following: 12.AMENDED DUTIES IN THE EVENT OF If you unintentionally fail to disclose any hazards ACCIDENT, CLAIM, SUIT OR LOSS existing at the inception date of your policy, we will Paragraph A.2.a. -DUTIES IN THE EVENT OF AN not void coverage under this Coverage Form ACCIDENT, CLAIM, SUIT OR LOSS of SECTION because of such failure. IV-BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 15. AUTOS RENTED BY EMPLOYEES a. In the event of"accident", claim, "suit"or'loss", Paragraph B.5. -OTHER INSURANCE of you must promptly notify us when the SECTION IV—BUSINESS AUTO CONDITIONS- "accident"is known to: is amended to add the following: (1) You or your authorized representative,If e. Any"auto"hired or rented by your "employee" you are an individual; on your behalf and at your direction will be (2) A partner, or any authorized considered an "auto"you hire. If an representative, if you are a partnership; "employee's"personal insurance also applies (3) A member, if you are a limited liability on an excess basis to a covered "auto"hired company; or or rented by your "employee"on your behalf (4) An executive officer, insurance manager, and at your direction, this insurance will be or authorized representative, if you are an primay to the"employee's"personal insurance. organization other than a partnership or 16, HIRED AUTO —COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5).(a) -POLICY PERIOD, Knowledge of an "accident", claim, "suit"or COVERAGE TERRITORY of SECTION IV— 'loss"by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (a) A covered "auto"of the private passenger (1) How, when and where the"accident"or type is leased, hired, rented or borrowed 'loss"occurred; without a driver for a period of 45 days or (2) The"insured's"name and address; and less; and (3) To the extent possible, the names and 17, RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragraph C. of-SECTION V—DEFINITIONS is witnesses. deleted and replaced by the following: 13. WAIVER OF SUBROGATION "Bodily injury"means bodily injury, sickness or Paragraph A.5. -TRANSFER OF RIGHTS OF disease sustained by any person, including RECOVERY AGAINST OTHERS TO US of mental anguish or death as a result of the"bodily SECTION IV—BUSINESS AUTO CONDITIONS is injury"sustained by that person. deleted and replaced with the following: Form: 16-02-0292 (Rev. 4-11) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc.with its permission" Liability Insurance Endorsement Policy Period DECEMBER 31,2017 TO DECEMBER 31, 2018 Effective Date DECEMBER 31, 2017 Policy Number 3598-35-69MIN Insured CLIFTONLARSONALLEN LLP Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued DECEMBER 01, 2017 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional/Insured Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are -Scheduled obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Person Or this policy. Organization However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement; and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Inksefte c 1ple PCtsircr Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other /Insurance - If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case /Insurance - Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated,pursuant to a contract or agreement,to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Ine icettge PO 'r Organization last age Form 80-02-2367(Rev.5-07) Endorsement Page 2