Agenda 06/22/2010 Item #16J 6
Agenda Item No. 16J6
June 22, 2010
Page 1 of 22
EXECUTIVE SUMMARY
To obtain Board approval of Contract #09-5270, "Auditing Services for Collier County," with
Ernst and Young LLP, provide for execution of the contract and an engagement letter in the
amount of $575,000 and authorization for a budget amendment of $99,700.
OBJECTIVE: To provide annual auditing services for the County as required by Florida Statute
218.39.
CONSIDERATIONS: The selection of Ernst and Young LLP for contract #09-5270 was in
compliance with the provisions outlined in Chapter II A5, Florida Statutes. At the Board meeting of
April 27, 2010, Item 16(J)4 the Board approved entering into price negotiation with Ernst and Young
LLP. Contract #09-5270 awards a three year auditing services contract for Collier County to Ernst and
Young LLP, with two (2) one (1) year extensions. This request begins the 2010 audit process,
including interim audit services. Section 4 of Agreement #09-5270 outlines contract price escalations
ofthe lesser of South Urban Consumer Price Index (CPI) based on the previous twelve (12) months, or
three (3%), for the FY-2011 and 2012 audits. The proposed amount of $575,000 is 20% less than the
cost of the FY-2009 audit The proposed amount includes costs of up to twenty (20) major grant
program audits. Should the number of major b'fant programs exceed twenty (20) the contract states
that additional programs will be billed at $7,500 per program. For purposes of comparison, there were
15 major programs in FY-2009, billed at a cost of $8,800 per program. Funds will be encumbered in
the amount of $575,000 during FY-2010, as interim services will begin prior to the fiscal 2010 end,
and unspent amounts will roll forward into FY-201 I as the audit progresses. The majority of the
$575,000 will be paid during FY-201 1. The payments made in the respective fiscal years will not
exceed contracted amounts, and the Board will be informed by executive summary if the number of
major programs audited exceeds twenty (20) in FY-2010.
FISCAL IMPACT: Budget of $475,300 remains as unspent and unencumbered from the FY-2009
audit and will be encumbered for the FY-2010 audit, and as such the additional budget required is
$99,700. A budget amendment allocating $99,700 from 001 Reserves is required.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with
this executive summary.
LEGAL CONSIDERATIONS: This item has been reviewed and approved by tlle County Attorney's
Office and is legally sufficient for Board action-.SRT.
RECOMMENDATION: That the Board of County Commissioners approves Contract #09-5270
with Ernst and Young LLP for audit services in the amount 01'$575,000 for the fiscal year 2010 audit,
authorizes the Chairman to execute the contract and the engagement letter and approves a budget
amendment in the amount of$99,700 to fund anticipated costs associated with the FY-2010 audit
Prepared By: Derek M. Johnssen, General Accounting Manager, Office of the Clerk of the Circuit
Court
Agenda Item No. 16J6
June 22, 2010
Page 2 of 22
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
Item Summary:
16J6
To obtain Board approvai of Contract #09-5270, Auditing Services for Collier County, with
Ernst and Young LLP, provide for execution of the contract and an engagement letter in the
amount of $575,000 and authorization for a budget amendment of $99.700.
Meeting Date:
6/22/20109:00:00 AM
Prepared By
Derek Johnssen
General Account Manager
Date
Clerk of Courts
Finance
6/14/20104:48:14 PM
Approved By
Crystal Kinzel
Director of Finance
Date
Clerk of Courts
Finance
6/1S/2010 9:S0 AM
Approved By
Lyn Wood
Contracts Specialist
Date
Administrative Services
Division
Purchasing & General Services
6/1 S/201 0 10:08 AM
Approved By
Scott R. Teach
Deputy County Attorney
Date
County Attorney
County Attorney
611S12010 1 :28 PM
Approved By
OMS Coordinator
Date
County Manager's Office
Office of Management & Budget
6/1S/2010 2:12 PM
Approved By
Randy Greenwald
Office of Management &
Budget
Management/Budget Analyst
Date
Office of Management & Budget
6/1S12010 2:20 PM
Approved By
Steve Carnell
Director - Purchasing/General Services
Date
Administrative Services
Division
Purchasing & General Services
6/1S12010 3:1S PM
Approved By
Leo E. Ochs, Jr.
County Manager
Date
County Managers Office
County Managers Office
611S12010 6:04 PM
Agenda Item No. 16J6
June 22. 2010
Page 3 of 22
cotter County
----- ~-. ~
Administrative Services Division
Purchasing
Tabulation Sheet
TABULATION FOR RFP # 09-5270
TITLE: "Annual Auditing Services"
DATE OF RFP ADVERTISEMENT: 12/15/09
RFP DUE: 1/21/10
NO. OF INQUIRIES SENT: 333; VENDORS REQUESTED SOLICITATION PACKAGES: 30
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
# Proposer City, State Orioinal + 8 Cooies
1. LarsonAllen LLP Ft Myers I:8J Yes I I No
2. McGladrey & Pullen Ft Lauderdale, FI I:8J Yes DNo
3. Cherry, Bekaert & Holland Tampa, FI I:8J Yes DNo
4. Markum Rachlin Ft Lauderdale, FI I:8J Yes DNo
5. Carr, RiOQS and InQram Destin, FI I:8J Yes DNo
6. KPMG Tampa, FI I:8J Yes DNo
7. Ernst and Youna Tampa, FI I:8J Yes DNo
Joanne Markiewicz, 1/21/10. 12:30PM
Opened by
Brenda Reaves, 1/21/10, 12:30PM
Witness
G:AcquisitionsfT echForm sandLettersRFPT abSheet
Revised: 4/16/09
Agenda Item No. 16J6
June 22, 2010
Page 4 of 22
A G R E E MEN T #09-5270
"Annual Auditinl! Services"
THIS AGREEMENT, made and entered into on this day of
2010, by and between Ernst & Young LLP, whose address is 5100 Town Center Circle, Suite 500,
Boca Raton, Florida, 33486, hereinafter called the "Auditor" and Collier County, a political
subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County":
WIT N E SSE T H:
L COMMENCEMENT. The Auditor shall commence the work upon execution of this
Agreement and upon issuance of a Purchase Order. The initial contract shall be for a three (3)
year period, commencing on July I, 2010 and terminating on June 30,2013. The County, at its
discretion, and with the consent of the Auditor, shall have the option to request renewal for two
(2) additional one (1) year periods.
2. STATEMENT OF WORK The Auditor shall provide Auditing Services for Collier County in
accordance with the terms and conditions of this Agreement, incorporating all attachments and
exhibits hereto.
This Agreement will include auditing services for other County departments, as well as
additional related services as required and mutually agreed upon by County and Auditor in
writing. Additional services shall be evidenced by an Amendment to this Agreement
3. SCHEDULE. The Auditor agrees to complete the services as required pursuant to this
Agreement within the time period(s) established by mutual written agreement between Auditor
and the Finance Director, or her designee, for completion of the various tasks of the project (see
Exhibit C - Basis of Compensation and Schedule).
4. THE CONTRACT SUM. The County shall pay the Auditor for the performance of this
Agreement a maximum lump sum amount of five hundred seventy-five thousand dollars
($575,000.00) for the 2010 audit This amount is based on the Auditor's proposal, subject to
written Change Orders for the addition of seven thousand five hundred dollars ($7,500.00) each
for the audit of major programs in excess of twenty (20), only as approved in advance by the
County. Additionally, Auditor's fee to perfonn and issue a report on Agreed Upon Procedures
related to the Sheriff's Investigative Funds will be $7,000 if the major grant programs exceed
twenty (20), otherwise the Sheriff's Investigative Funds will be included under the major
programs within the agreement Payment for the subsequent audits, Years 2011 and 2012, and
future audits, will be based on the lesser of the South Urban Consumer Priee Index (CPJ) based
on the previous twelve (12) months over prior year, or three percent (3%) as evidenced in
writing between the County and the Auditor. The cost for auditing and additional related
services for other County departments will be the result of mutual negotiation based on
Agreement 09-5270
Annual Auditing Services
Page 1 of 19
Agenda Item No. 16J6
June 22, 2010
Page 5 of 22
individual departmental requirements, and agreed upon in writing by County and Auditor. The
Auditor shall provide a fee estimate for written approval by the County based on the additional
audit effort required, at the hourly billing rates identified in Exhibit B:
5. COMPENSATION. Payments shall be made to the Auditor in accordance with Exhibit C -
Basis of Compensation and Schedule, attached hereto and made a part hereof by reference.
Payments shall be made not more frequently than once per month.
Payment will be made upon receipt of a proper invoice and in compliance with Section 218,
Florida Statutes, otherwise known as the "Local Government Prompt Payment Act".
Compensation for future year audits will be mutually agreed to by the County and the Auditor in
writing.
6. NOTICES. All notices from the County to the Auditor shall be deemed duly served ifmailed or
faxed to the Auditor at the following address:
Mr. Thomas J. Bradley, CPA
Ernst & Young LLP
5100 Town Center Circle, Suite 500
Boca Raton, FL, 33486
Telephone: 56]-995-8013
Fax: 954-561-8200
All Notices from the Auditor to the County shall be deemed duly served ifmailed,
Faxed or emailed to the County to:
Stephen Y. Carncll
Purchasing/General Services Director
Collier County Government Center
Purchasing Department - Purchasing Building
3301 Tamiami Trail, East
Naples, Florida 341 12
Telephone: 239-252-8407
Fax: 239-252-6584
Email: stevecarnell@colliergov.net
The Auditor and the County may change the above mailing addresses and fax numbers 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 Auditor or to constitute the Auditor as an agent of the
County.
Agreement #09-5270
Annual Auditing Services
Page 2 of 19
Agenda Item No. 16J6
June 22, 2010
Page 6 of 22
8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, Fla. Stats., all permits
necessary for the prosecution of the Work shall be obtained by the Auditor. 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 Auditor.
The Auditor shall also be solely responsible for payment of any and all taxes levied on the
Auditor. In addition, the Auditor 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
Auditor agrees to comply with all laws governing the responsibility of an employer with respect
to persons employed by the Auditor.
9. NO IMPROPER USE. The Auditor will not use, or 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 Auditor or if the County or its authorized
representative shall deem any conduct on the part of the Auditor to be objectionable or improper,
the County shall have the right to suspend the contract of the Auditor. Should the Auditor 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 Auditor 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 Auditor be found to have failed to perform his services in a
manner reasonably satisfactory to the County as per the requirements of this Agreement, the
County may terminate said agreement for cause if the Auditor fails to cure such breach within
fifteen (15) business days' notice of such breach; further the County may terminate this
Agreement for convenience with a thirty (30) day written notice. The County shall pay for all
professional fees for Services and expenses incurred by the Auditor through the effective day of
any tennination, but Auditor shall not be entitled to any other or further recovery against County,
including, but not limited to, anticipated fees or profits on Services not required to be performed.
Auditor must mitigate all such costs to the greatest extent reasonably possible.
I L NO DISCRIMINATION. The Auditor agrees that there shall be no discrimination as to race,
sex, color, creed or national origin.
12. INSURANCE. The Auditor shall provide insurance as follows;
A. Commercial General Liabilitv: Coverage shall have minimum limits of $1,000,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
Liability. This shall include Premises and Operations; Independent Consultants; 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 $500,000 for
each accident
Agreement #09-5270
Annual Auditing Services
Page 3 ofl9
Agenda Item No. 16J6
June 22, 2010
Page 7 of 22
C. Automobile Liabilitv: Coverage shall have minimum limits of$500,000,
D. Professional Liabilitv: Coverage shall have minimum limits of$I,OOO,OOO.
Special Requirements: Collier County shall be listed as the Certificate Holder and
included as an Additional Insured on the Comprehensive General Liability Policy,
Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Auditor during the duration of this Agreement Renewal certificates shall
be sent to the County ten (J 0) days prior to any expiration date upon written request by
County. There shall be a thirty (30) day notification to the County in the event of
cancellation or modification from the amounts specified above of any stipulated insurance
coverage.
Auditor shall insure that all subconsultants comply with the same insurance requirements
that he is required to meet The same Auditor shall provide County with certificates of
insurance meeting the required insurance provisions.
13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Auditor
shall indemnify and hold hannless Collier County, its officers and employees from any and
all third party liabilities, damages, losses and costs, including, but not limited to, reasonable
attorneys' fees, relating to bodily injury or tangible property damage to the extent caused by
the negligence, recklessness, or intentionally wrongful conduct of the Auditor or anyone
employed or utilized by the Auditor in the performance of this Af,'feement 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 to the extent resulting from the negligence of
Collier County.
14. CONTRACT ADMINISTRATION. This Af,'feement shall be administered on behalfof
the County by the Clerk of Courts Finance Division.
15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached
component parts, all of which are as fully a part of the contract as if herein set out verbatim:
Exhibit A - Dispute Resolution Procedures, Exhibit B - Auditor's Engagement Letter,
Exhibit C - Basis of Compensation and Schedule, and Insurance Certificate.
16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and
between the parties herein that this af,'feement is subject to appropriation by the Board of
County Commissioners.
17. 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 1 12, Part III, Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative
Procedure 53 I]. Violation of this provision may result in one or more of the following
consequences: a. Prohibition by the individual, tirm, and/or any employee of the firm from
Agreement #09-5270
Annual Auditing Services
Page 4 of 19
Agenda Item No. 16J6
June 22, 2010
Page 8 of 22
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
contract held by the individual and/or firm for cause.
18. IMMIGRATION LAW COMPLIANCE: By executing and entering into this agreement,
the Auditor is formally acknowledging without exception or stipulation that it is fully
responsible for complying with the provisions of 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. Failure by the Auditor 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.
19. DISPUTE RESOLUTION: Except for a claim limited solely to seeking non-monetary or
equitable relief, any dispute or claim arising out of or relating to the Auditing Services, this
Agreement, or any other services provided by or on behalf of the Auditor or any of its
subAuditors or agents to the County or at the County's request (including any matter
involving any third party for whose benefit any such services are provided), shall be
resolved by mediation or arbitration as set forth in Exhibit A - Dispute Resolution
Procedures attached hereto and made a part hereof by reference. Judgment on any arbitration
award may be entered in any court having jurisdiction.
20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES: Collier County
encourages and agrees to the successful proposer extending the pricing, terms and conditions
of this solicitation or resultant contract to other governmental entities at the discretion of the
successful proposer.
21. AUTHORITY TO EXECUTE. By signing below, the parties confirm that the execution of
this Agreement has been duly authorized by its respective entities and that the parties signing
below are authorized to sign the agreement on behalf of such entity.
22. KEY PERSONNEL/PROJECT STAFFING: The proposer's personnel and management
to be utilized for this project shall be knowledgeable in their areas of expertise. The County
reserves the right to perform investigations as may be deemed necessary to insure that
competent persons will be utilized in the perforn1ance of the contract Selected firm shall
assign as many people as necessary to complete the project on a timely basis, and each
person assii,'lJed shall be available for an amount of time adequate to meet the dates set forth
in the Project Schedule. Firm 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. Finn 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
Agreement #09-5270
Annual Auditing Services
Page 5 of 19
Agenda Item No. 16J6
June 22, 2010
Page 9 of 22
IN WITNESS WHEREOF, the Auditor and the County, have each, respectively, by an authorized
person or agent, hereunder set their hands and seals on the date and year first above written.
ATTEST:
Dwight E. Brock, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
Dated:
(SEAL)
By:
Fred W. Coyle, Chainnan
ERNST & YOUNG LLP
Auditor
By:
First Witness
Sil,'I1ature
tType/plint witness namet
Second Witness
Typed signature and title
tType/print witness namet
Approved as to form and
legal sufficiency as to Collier County:
Deputy County Attorney
Print Name
Agreemenl #09-5270
Annual Auditing Services
Page 6 of 19
Agenda Item No. 16J6
June 22, 2010
Page 10 of 22
Exhibit A
Dispute Resolution Procedures
Mediation
A party shall submit a dispute to mediation by written notice to the other party or parties. The mediator shall be
selected by the parties. If the parties cannot agree on a mediator, the International Institute for Conflict Prevention
and Resolution ("CPR") shall designate a mediator at the request of a party. Any mediator must be acceptable to all
parties and must confIrm in writing that he or she is not, and will not become during the term of the mediation, an
employee, partner, executive offIcer, director or substantial equity owner of any E& Y audit client
The mediator shall conduct the mediation as he/she determines, with the agreement of the parties. The parties shall
discuss their differences in good faith and attempt, with the mediator's assistance, to reach an amicable resolution
of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confIdentiaL The
mediator may not testify for either party in any later proceeding relating to the dispute. The mediation proceedings
shall not be recorded or transcribed.
Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the
mediator.
If the parties have not resolved a dispute within ninety (90) days after written notice begilU1ing mediation (or a
longer period, if the parties agree to extend the mediation), the mediation shall terminate and the dispute shall be
settled by arbitration. In addition, if a party initiates litigation, arbitration, or other binding dispute resolution
process without initiating mediation, or before the mediation process has terminated, an opposing party may deem
the mediation requirement to have been waived and may proceed with arbitration.
Arbitration
The arbitration will be conducted in accordance with the procedures in this document and the relevant rules as
provided below as in effect on the date of the Agreement ("Rules"), or such other rules and procedures as the
parties may agree. In the event of a conflict, the provisions of this document will controL
Every arbitration of a dispute involving an amount in controversy of fIve hundred thousand dollars ($500,000)
or less shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration
Association ("AAA"), including the Expedited Procedures set forth below, by one arbitrator, to be selected in
accordance with the Rules, who shall be independent, impartial and neutral with respect to the parties and the
subject matter submitted for arbitration. A sole arbitrator shall have no power to award any amount in excess of
fIve hundred thousand dollars ($500,000) (exclusive of interest, costs, and any attorneys' fees that may be
applicable). By submitting a claim to arbitration before a sole arbitrator, the parties waive any right to a
recovery in any forum in excess of fIve hundred thousand dollars ($500,000) (exclusive of interests, costs, and
any attorneys fees that may be applicable). Such arbitration shall be conducted in accordance with the expedited
procedures below.
Every arbitration of a dispute involving an amount in controversy of more than five hundred thousand dollars
($500,000) shall be conducted in accordance with the Rules for Non-Administered Arbitration of CPR, by a
panel of three arbitrators, to be selected in accordance with the screened selection process provided in the Rules.
Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability,
interpretation, or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act and
resolved by the arbitrator(s). No potential arbitrator may be appointed unless he or she has agreed in writing to
these procedures and has confIrmed in writing that he or she is not, and will not become during the term of the
arbitration, an employee, partner, executive officer, director or substantial equity owner of any E&Y audit client
Agreement #09-5270
Annual Auditing Services
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Agenda Item No 16J6
June 22, 2010
Page 11 of 22
The arbitrator or arbitration panel shall have no power to award non-monetary or equitable relief of any sort or
to make an award or impose a remedy that (i) is inconsistent with the agreement to which these procedures are
attached or any other agreement relevant to the dispute, or (ii) could not be made or imposed by a court deciding
the matter in the same jurisdiction.
Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by
the arbitration panel 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 arbitration panel may disclose
the existence, content or results of the arbitration only in accordance with the Rules or applicable professional
standards. Before making any such disclosure, a party shall give written notice to all other parties and shall
afford them a reasonable opportunity to protect their interests, except to the extent such disclosure is necessary
to comply with applicable law, regulatory requirements or professional standards.
The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be
entered in any court having jurisdiction.
EXPEDITED PROCEDURES
The following additional procedures shall apply in the case of an arbitration held before a single arbitrator.
E-l. Limitation on Extensions
Except in extraordinary circumstances, the AAA or the arbitrator may grant a party no more than one seven-day
extension of time to respond to the demand for arbitration or counterclaim as provided in Section R-4.
E-2. Changes of Claim or Counterclaim
A claim or counterclaim may be increased in amount, or a new or different claim or counterclaim added, upon
the agreement of the other party, or the consent of the arbitrator. After the arbitrator is appointed, however, no
new or different claim or counterclaim may be submitted except with the arbitrator's consent If an increased
claim or counterclaim exceeds seventy-five thousand dollars ($75.000), the case will be administered under the
regular procedures unless all parties and the arbitrator al,'1"ee that the case may continue to be processed under
the Expedited Procedures.
E-3. Serving of Notices
In addition to notice provided by Section R-39(b), the parties shall also accept notice by telephone. Telephonic
notices by the AAA. shall subsequently be confirnled in writing to the parties. Should there be a failure to
confirm in writing any such oral notice, the proceeding shall nevertheless be valid if notice has, in fact, been
given by telephone.
E-4. Appointment and Qualifications of Arbitrator
(a) The AAA shall simultaneously submit to each party an identical list of five proposed arbitrators drawn from
its National Roster from which one arbitrator shall be appointed.
(b) The parties are encouraged to agree to an arbitrator from this list and to advise the AAA of their agreement
If the parties are unable to agree upon an arbitrator, each party may strike two names from the list and return it
to the AAA within seven days from the date of the AAA's mailing to the parties. If for any reason the
appointment of an arbitrator cannot be made from the list, the AAA may make the appointment from other
members of the panel without the suhmission of additional lists.
Agreement #09-5270
Annual Auditing Services
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Agenda Item No. 16J6
June 22, 2010
Page 12 of 22
(c) The parties will be given notice by the AAA of the appointment of the arbitrator, who shall be subject to
disqualification for the reasons specified in Section R-l 7. The parties shall notify the AAA within seven (7)
days of any objection to the arbitrator appointed. Any such objection shall be for cause and shall be confirmed in
writing to the AAA with a copy to the other party or parties.
E-5. Exchange of Exhibits
At least two business days prior to the hearing, the parties shall exchange copies of all exhibits they intend to
submit at the hearing. The arbitrator shall resolve disputes concerning the exchange of exhibits.
E-6. Proceedings on Documents
Where no party's claim exceeds ten thousand dollars ($10,000), exclusive of interest and arbitration costs, and
other cases in which the parties agree, the dispute shall be resolved by submission of documents, unless any
party requests an oral hearing, or the arbitrator determines that an oral hearing is necessary. The arbitrator shall
establish a fair and equitable procedure for the submission of documents.
E-7. Date, Time, and Place of Hearing
In cases in which a hearing is to be held, the arbitrator shall set the date, time, and place of the hearing, to be
scheduled to take place within thirty (30) days of confirmation of the arbitrator's appointment. The AAA will
notify the parties in advance of the hearing date.
E-8. The Hearing
(a) Generally, the hearing shall not exceed one day. Each party shall have equal opportunity to submit its proofs
and complete its case. The arbitrator shall determine the order of the hearing, and may require further
submission of documents within two days after the hearing. For good cause shown, the arbitrator may schedule
additional hearings within seven business days after the initial day of hearings.
(b) Generally, there will be no stenographic record. Any party desiring a stenographic record may arrange for
one pursuant to the provisions of Section R-26.
E-9. Time of Award
Unless otherwise agreed by the parties, the award shall be rendered not later than fourteen (14) days from the
date of the closing of the hearing or, if oral hearings have been waived, from the date of the AAA's transmittal
of the final statements and proofs to the arbitrator.
E-IO. Arbitrator's Compensation
Arbitrators will receive compensation at a rate to be suggested by the AAA regional office.
Agreement #09-5270
Annual Auditing Services
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Agenda Item No. 16J6
June 22, 2010
Page 13 of 22
Exhibit B
June 9, 20]0
Collier County Board of County Commissions
330] Tamiami Trai] East
Naples, FL 34]]2
Attention: Mr. Fred W. Coyle, Chairman of the Collier County Board of County Commissioners
Commissioners:
This will confirm the engagement of Ernst & Young LLP ("we" or "E&Y") to audit and report on the
basic financial statements of the governmental activities, the business-type activities, the aggregate
discretely presented component units, each major fund, and the aggregate remaining fund information,
which collectively comprise the basic financial statements of Collier County, Florida (the "County")
for the year ending September 30, 2010. We will also audit and report on the separate financial
statements of the Constitutional Officers of the County and the County Water and Sewer District The
objective of our audit of the financial statements is to express opinions on the fairness, in all material
respects, of the presentation of the basic financial statements for each applicable opinion unit in
conformity with accounting principles generally accepted in the United States. We also will conduct
an audit in accordance with the Single Audit Act Amendments of 1996, and the provisions of OMB
Circular A-133 Audits of States, Local Governments and Non-Profit Organizations (OMB Circular A-
133) ("A-133 Audit"), and Section 2]5.97 Florida Statutes, (Florida Single Audit) (collectively the
"Federal and State Single Audit"), and will include tests of accounting records, a determination of
major prol,'Tam(s) in accordance with OMB Circular A-133 and the Florida Single Audit, and other
procedures we consider necessary to enable us to express an opinion on compliance for each major
program and to render the required reports. Thc scrvices described in this paragraph may hereafter be
referred to as either "Audit Service" or "Audit Services." This engagement letter, together with the
Collier County Contract #09-5270 "Annual Auditing Services" to which this engagement letter is
attached, and Exhibits A through C, shall hereafter be referred to as the "Agreement".
We also will provide a report on internal control over financial reporting related to the financial
statements and compliance with laws, regulations, and the provisions of contracts or grant al,'Teements
and other matters, noncompliance with which could have a material effect on the financial statements,
as required by Government Auditing Standards. We will not perfonn sufficient procedures to render an
opinion on internal control over financial reporting nor on compliance with laws, regulations, and the
provisions of contracts or grant agreements and other matters, and therefore, we will not express such
an opinion. This report is intended solely for the infonnation and usc of the audit committee,
management, and specific legislative or regulatory bodies and is not intended to be and should not be
used by anyone other than these specified parties.
We will report on the fairness of the schedule of expenditures of federal awards and state financial
assistance when considered in relation to the financial statements taken as a whole. We also will report
on:
L Internal control related to major programs and provide an opinion on compliance with laws,
regulations, and the provisions of contracts or grant agreements that could have a direct and
Agreement #09-5270
Annual Auditing Services
Page 10 of 19
Agenda Item No. 16J6
June 22, 2010
Page 14 of 22
material effect on each major program in accordance with the Single Audit Act
Amendments of 1996 and OMB Circular A-133 and Section 215.97 Florida Statutes.
11. The A-133 and Florida Single Audit Act report on internal control and compliance is
intended only for the information and use of the audit committee, management, specific
legislative or regulatory bodies, federal and state awarding agencies, and, if applicable,
pass-through entities and are not intended to be and should not be used by anyone other
than these specified parties.
iii. Report on compliance with Florida Statutes Section 29.008 and 29.0085 related to the
certified statement of County Funded Court Related Functions.
Should conditions not now anticipated preclude us from completing our audits and issuing our reports
as contemplated by the preceding paragraphs, we will advise you and the Audit Committee or other
equivalent group promptly and take such action as we deem reasonably appropriate, in good faith and
will discuss such matter with you and the Audit Committee or other equivalent group promptly.
Audit Responsibilities and Limitations
We will conduct our audit of the basic financial statements in accordance with auditing standards
generally accepted in the United States, as promulgated by the American Institute of Certified Public
Accountants ("AICPA"), and the standards for financial audits contained in Government Auditing
Standards issued by the Comptroller General of the United States. Those standards require that we
obtain reasonable rather than absolute assurance that the basic financial statements for each opinion
unit are free of material misstatement whether caused by error or fraud. As the County is aware, there
are inherent limitations in the audit process, including, for example, selective testing and the possibility
that collusion or forgery may preclude the detection of material error, fraud, and illegal acts.
Accordingly, a material misstatement may remain undetected. Also, an audit is not designed to detect
error or fraud that is immaterial to the basic financial statements. We will conduct our A-133 and
Florida Single Audit Act audit in accordance with auditing standards promulgated by the AICP A, the
standards for financial audits contained in Government Auditing Standards issued by the Comptroller
General of the United States, the Single Audit Act Amendments of 1996, OMB Circular A-133,
"Audits of States, Local Governments, and Non-Profit Organizations," and Section 2] 5.97 Florida
Statutes.
As part of our audits, we will consider, solely for the purpose of planning our audit and detennining
the nature, timing, and extent of our audit procedures, the County's internal control over financial
reporting. This consideration will not be sufficient to enable us to provide assurance on internal control
over financial reporting or to identify all significant deficiencies and material weaknesses.
We will communicate in writing to management and to the Audit Committee or other equivalent group
all significant deficiencies and material weaknesses identified during the audit of the County's
financial statements, as well as any significant deficiencies and material weaknesses communicated to
management and to the Audit Committee or other equivalent group in previous audits that have not yet
been remediated.
If we determine that there is evidence that fraud or possible illegal acts may have occurred, we will
bring such matters to the attention of an appropriate level of management Ifwe become aware of fraud
Agreement #09-5270
Annual Auditing Services
Page 11 of 19
Agenda Item No. 16J6
June 22,2010
Page 15 of 22
involving senior management or fraud (whether by senior management or other employees) that causes
a material misstatement of the basic financial statements, we will report this matter directly to the
Audit Committee or other equivalent group. We will determine that the Audit Committee or other
equivalent group and appropriate members of management are adequately informed of illegal acts that
come to our attention unless they are clearly inconsequentiaL In addition, we will inform the Audit
Committee or other equivalent group and appropriate members of management of significant audit
adjustments, material violations of contracts or grant agreements and material abuse noted during our
audit procedures.
We also may communicate other opportunities we observe for economies in or improved controls over
the County's operations.
As part of our engagement, we will apply certain limited procedures to the County's required
supplementary information (RSI). RSI consists of Management's Discussion and Analysis, budgetary
comparison schedules, pension and Other Post-Employment Benefits (OPEB) information and
infrastructure information under modified approach reporting, as applicable. Those limited procedures
will consist principally of inquiries of management regarding the methods of measurement and
presentation of RSI, which management will affirm to us in its representation letter. However, we will
not audit the infonnation and will not express an opinion on it
Supplementary information other than RSI, such as combining and individual fund and nonmajor fund
financial statements, introductory and statistical sections, also may accompany the County's basic
financial statements. We will subject all supplementary information that is financially oriented such as
combining and individual fund and nonmajor fund financial statements to the audit procedures applied
in our audit of the basic financial statements and render our opinion on whether that information is
fairly stated, in all material respects, in relation to the basic financial statements taken as whole. We
will not subject supplementary infonnation that comprises nonaccounting information or accounting
infonnation not directly related to the basic financial statements such as the introductory and/or
statistical sections to the auditing procedures applied in our audit of the basic financial statements, and
therefore will not express an opinion on this supplementary infonnation.
To the extent required by law, we will make our audit documentation available to a federal or state
agency or the Comptroller General of the United States Government Accountability Office and provide
copies upon their request Audit documentation also will be made available upon request to appropriate
auditors and reviewers. We shall promptly notify the County of any such request to review our audit
documentation.
An audit performed in accordance with Government Auditing Standards is not designed to detect
violations of laws or regulations or provisions of contracts or grant agreements that do not have a
direct and material effect on the financial statements or other financial data significant to the audit
objectives.
Because the detennination of abuse is subjective, an audit conducted in accordance with Government
Auditing Standards does not provide reasonable assurance of detecting abuse.
In some circumstances in accordance with Government Auditing Standards, we may be required to
report fraud, illegal acts, violations of provisions of contracts or grant agreements and abuse directly to
parties external to the County.
Agreement #09-5270
Annual Auditing Services
Page 12 of 19
Agenda Item No. 16J6
June 22, 2010
Page 16 of 22
In accordance with Government Auditing Standards, we will report in a management letter immaterial
violations of provisions of contracts or grant agreements, immaterial abuse, and deficiencies in internal
control other than significant deficiencies (and those that individually, or in the aggregate, are material
weaknesses) unless clearly inconsequential considering both qualitative and quantitative factors.
Under Government Auditing Standards, we are required to provide to the County our most recent peer
review report and any letter of comment, as well as subsequent peer review reports and letters of
comment received during the term of this Agreement Our most recent peer review report, letter of
comment, and our responses to the letter of comment have been previously provided to the County. We
will provide future peer review reports to the County when available.
Management's Responsibilities and Representations
The basic financial statements are the responsibility of the County's management, which is also
responsible for establishing and maintaining effective internal control, for properly recording
transactions in the accounting records, for safeguarding assets, and for the overall fair presentation of
the basic financial statements. Management of the County also is responsible for the identification of,
and for the County's compliance with, laws and regulations and provisions of contracts and grant
agreements applicable to its activities.
Management is responsible for adjusting the basic financial statements to correct material
misstatements and for affirming to us in its representation letter that the effects of any unrecorded audit
differences accumulated by us during the current audit and pertaining to the latest period presented are
immaterial, both individually and in the aggregate, to the basic financial statements taken as a whole.
Management is responsible for apprising us of all allegations involving financial improprieties
received by management or the Audit Committee or other equivalent group (regardless of the source or
form and including, without limitation, allegations by "whistle-blowers"), and providing us full access
to these allegations and any internal investigations of them, on a timely basis. Allegations of financial
improprieties include allegations of manipulation of financial results by management or employees,
misappropriation of assets by management or employees, intentional circumvention of internal
controls, inappropriate influence on related party transactions by related parties, intentionally
misleading E& Y, or other allegations of illegal acts or fraud that could result in a misstatement of the
financial statements or otherwise affect the financial reporting of the County. If the County limits the
information otherwise available to us under this paragraph (based on the County's claims of
attorney/client privilege, work product doctrine, or otherwise), the County will immediately inform us
of the fact that certain information is being withheld from us. Any such withholding of infonnation
could be considered a restriction on the scope of the audit and may prevent us from opining on the
County's financial statements; alter the form of repOli we may issue on such financial statements; or
otherwise affect our ability to continue as the County's independent auditors. The County and we will
disclose any such withholding of infonnation to the Audit Committee or equivalent !,'foup.
As required by auditing standards as promulgated by the AICP A, we will make specific inquiries of
management about the representations contained in the basic financial statements. Those standards also
require that, at the conclusion of the audit, we obtain representation letters from certain members of
management about these matters. The responses to those inquiries, the written representations, and the
results of our audit tests comprise the evidential matter we will rely upon in forming an opinion on the
Agreement #09-5270
Annual Auditing Services
Page 13 of 19
Agenda Item No. 16J6
June 22, 2010
Page 17 of 22
applicable opinion units for the basic financial statements. Management is responsible for providing us
with all financial records and related information on a timely basis, and its failure to do so may cause
us to delay our report, modify our procedures, or even terminate our engagement
Management is responsible for the following, as provided in Government Auditing Standards:
. Distributing the report on internal control over financial reporting and on compliance and
other matters, as well as making copies thereof available for public inspection unless the
report is restricted by law or regulation, or contains privileged and confidential
information.
. Acknowledging the auditor's role (if any) in preparing draft financial statements and
related notes, or in converting cash-basis financial statements to accrual-based financial
statements.
. Reviewing, approving and taking responsibility for the financial statements and related
notes.
. Identifying for you previous financial audits, attestation engagements, performance audits
or other studies related to the objectives of the audit being undertaken and the corrective
actions taken to address sib'llificant findings and recommendations.
. Applying a process to track the status of audit findings and recommendations.
. Providing views on any of your current findings, conclusions, and recommendations, as
well as management's planned corrective actions, for the report, and the timing and
format for providing that information.
. Taking timely and appropriate steps to remedy fraud, illegal acts, violations of provisions
of contracts or b'Tant agreements, or abuse that you report.
Management is responsible for the following as provided in OMB Circular A-133 and Section 215,97,
Florida Statutes:
. Complying with the requirements of Office of Management and Budget (OMB) Circular
A-133, Audits oIStates. Local Governments. and Non-Profit Organizations and Section
215.97 Florida Statutes;
. Preparing the appropriate financial statements, including the schedule of expenditures of
federal awards and state financial assistance. in accordance with OMB Circular A-133
and Section 215.97 Florida Statutes;
. Establishing and maintaining effective internal control over compliance for federal and
state programs that provides reasonable assurance that federal and state awards are being
managed in compliance with laws, regulations, and the provisions of contracts or grant
agreements that could have a material effect on each of its federal and state programs;
Agreement #09-5270
Annual Auditing Services
Page 14 of 19
Agenda Item No. 16J6
June 22, 2010
Page 18 of 22
. Complying with laws, regulations, and the provisions of contracts and grant agreements
related to each of its federal and state programs;
. Following up and taking corrective action on audit findings, including preparing a
summary schedule of prior audit findings and corrective action plans as required by OMB
Circular A-133 and Section 215.97 Florida Statutes;
. Submitting the reporting package to required recipients and the data collection form to the
designated federal audit clearinghouse; and
. Communicating to E&Y any significant vendor relationships where the vendor is
responsible for program compliance.
Fees and Billings
The fee for our audit services for the fiscal year ending September 30, 2010 is as follows:
Total base fee
$575,000*
We will submit our invoices according to the schedule included as Exhibit C, Basis of Compensation
and Schedule. Payment shall be made in accordance with Chapter 218, Florida Statutes, also known as
the "Local Government Prompt Payment Act" Billings shall include detail of employees and hours
worked during each billing period.
*Should the number of the County's grant programs required to be audited as major exceed twenty
(20) programs, our fee for such additional major programs will be seven thousand five hundred dollars
($7,500.00) per program and the amount of the last billing will be adjusted accordingly by change
order. Additionally, our fee to perfonn and issue a report on Agreed Upon Procedures related to the
Sheriffs Investigative Funds will be seven thousand dollars ($7,000.00) if the major grant programs
exceed twenty (20), otherwise the Sheriffs Investigative Funds will be included under the major
programs within the agreement, the amount of the last billing to be adjusted accordingly by change
order.
For any scope changes resulting from other additional services that may be requested by the County,
we will notify the County of the estimated hours in advance and provide a fee estimate for approval by
the County based on the additional audit effort required at the following billing rates:
Level
Partner
Senior Manager
Manager
Senior
Staff
$ 395
$ 280
$ 225
$ 165
$ 125
Our estimated fees and schedule of performance are based upon, among other things, our preliminary
review of the County's records, and the representations County personnel have made to us and are
dependent upon the County's personnel providing a reasonable level of assistance. Should our
Agreement #09-5270
Annual Auditing Services Page 15 of 19
Agenda Item No. 16J6
June 22, 2010
Page 19 of 22
assumptions with respect to these matters be incorrect or should the condition of the records, degree of
cooperation, or other matters beyond our reasonable control require additional commitments by us
beyond those upon which our estimated fees are based, we may adjust our fees and planned completion
dates upon issuance of a written Change Order signed by E&Y and the County. In addition, fees for
any special audit-related projects, such as proposed business combinations or research and/or
consultation on special business or financial issues, will be billed separately from the audit fee referred
to above and will be the subject of an amendment signed by E&Y and the County.
In the event we are requested or authorized by the County or are required by government regulation,
subpoena, or other legal process to produce our documents or our personnel as witnesses with respect
to our engagements for the County, the County will, so long as we are not a party to the proceeding in
which the information is sought, reimburse us for our professional time and expenses, as well as the
reasonable fees and expense of our legal counsel, incurred in responding to such requests upon written
Change Order signed by E&Y and the County.
Hourly rates and fees for subsequent years will be the lesser of the South Urban Consumer Price Index
(CPI) based on the previous twelve (12) months or three percent (3%).
Other Matters
From time to time, and depending upon the circumstances, personnel from any affiliate of E&Y, any
other member of the global Ernst & Young network or any of their respective affiliates other than
E&Y, and from independent third party service providers (including independent consultants), may
participate in providing the Audit Services.
The County shall not, during the tenn of this Agreement and for twelve (12) months following its
termination for any reason, without the prior written consent of E& Y, solicit for employment, or hire,
any current or former partner, principal, or professional employee of E& Y, any affiliate thereof, or any
other member of the global Ernst & Young network or any of their respective affiliates a) if such
partner, principal, or professional employee has been involved in the perfonnance of any audit, review,
or attest service for or relating to the County at any time during the then current fiscal year of the
County up to and including the date of the audit report for that year, or in the twelve (12) months
preceding the audit report date for the immediately preceding fiscal year and b) unless such partner,
principal, or professional employee does not influence E&Y's operations or financial policies and has
no capital balances or any other financial arrangement with E&Y.
Except for a claim limited solely to seeking non-monetary or equitable relief, any dispute or claim
arising out of or relating to the Audit Serviccs, this Agreement or any other services provided by or on
behalf of E&Y or any of its subconsultants or agents to the County or at the County's request
(including any matter involving any third party for whose benefit any such services are provided), shall
be resolved by mediation or arbitration as set forth in the attachment to this Agreement. Judh'ment on
any arbitration award may be entered in any court having jurisdiction.
If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or
part, the remaining portions of this Agreement shall remain in effect.
Agreement #09-5270
Annual Auditing Services
Page 160f19
Agenda Item No. 16J6
June 22, 2010
Page 20 of 22
We will audit and report on the basic financial statements of the County for the fiscal years 20 I 0, 20 I I
and 2012. Changes in the scope of our audit services and estimated fees for such services in subsequent
fiscal years will be communicated in supplemental letters.
E&Y appreciates the opportunity to be of assistance to the County. Please sir below on behalf of the
County and return it to Thomas J. Bradley, Ernst & Young LLP, 100 N.E. 3' Avenue, Suite 700, Fort
Lauderdale, FL 33301.
Very truly yours,
Ernst & Young LLP
Agreed and accepted by:
Collier County
By:
. Fred W. Coyle
Chairman of the Collier Countv Board of Count v Commissioners
Title
Date
ATTEST:
Dwight E. Brock, Clerk of Courts
Bv:
-
Dated:
(SEAL)
Approved as to form and
legal sufficiency as to Collier County:
Deputy County Attorney
Print Name
Agreement #09-5270
Annual Auditing Services
Page 17 of 19
Agenda Item No. 16J6
June 22, 2010
Page 21 of 22
Exhibit C
Basis of Compensation and Schedule
L For the Services provided for in this Agreement, County agrees to make the lump sum
payments to Auditor in accordance with the terms stated below. Auditor will invoice the
County in accordance with the following Schedule; and payment shall be made in accordance
with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment
Act." Payment of any particular line item noted below shall not be due until all services
associated with any such line item have been substantially completed to County's reasonable
satisfaction.
2. Payments for Additional Services of Auditor will be III accordance with Article 4 of the
Agreement.
Task I Meet with executives and financial management to $5,000 Upon Completion of all items
July co-develop expectations. Conduct planning associated with Task L
meetings, develop detailed audit plan. Attend Audit
Committee Meeting, begin interim fieldwork
(understanding and testing of internal controls and
systems). Begin single audit planning and interim
testing.
Task 2 Significant completion of control testing, risk $120,000 Upon Completion of all items
November assessments and audit planning. Constitutional associated with Task 2.
, Officer General Ledgers provided to the auditors.
I Begin perfonnance of substantive testing of ,
account balances.
Task 3 Significant completion of fieldwork of $120,000 Upon Completion of all items
November- Constitutional Officers. Review of Constitutional associated with Task 3. I
December Financial Statements and conduct exit interviews I
,
on Constitutional Statements December 1-15, 2010. I
Begin perfonnance of substantive testing of
account balances - Board of County
Commissioners General Ledger provided
Decembcr 15 2010. Continue Sin"le Audit testin".
b
b
Task 4
January
$150,000
Upon Completion of all items
associated with Task 4.
Task 5
February
Board financial statement audit significantly
complete. Single Audit significantly complete The
Clerk of Courts oversees preparation of draft
financial statements, notes and required
I supplemental schedules and statistical data. First
draft offinanciaJ statements to auditors January 21,
2011. First round of comments on initial level
review provided to Finance January 28, 2011.
! Second draft to auditors one week after review.
Issue opinion on Comprehensive Annual Financial i $180,000
Report (CAFR), including all Constitutional Offic~J
Upon completion of all items
associated with Task 5.
Agreement #09-5270
Annual Auditing Services
Page lR ofl9
Agenda Item No. 16J6
June 22, 2010
Page 22 of 22
reports. Issue all other required reports, including
Present Single Audit Present CAFR to the Board
February 22,201 L Completion and delivery of all
other required reports, including Single Audit
Data Collection reports Februarv 28, 2011, *
TOTAL FEE* (Total Items 1- 5) $575,000
*Should the number of the County's grant programs required to be audited as major exceed twenty
(20) programs, our fee for such additional major programs will be seven thousand five hundred dollars
($7,500.00) per program and the amount of the last billing will be adjusted accordingly by written
Change Order signed by the parties. Additionally, our fee to perform and issue a report on Agreed
Upon Procedures related to the Sheriffs Investigative Funds will be seven thousand dollars
($7,000.00) and the amount of the last billing will be adjusted accordingly by written Change Order
signed by the parties should the number of major programs exceed twenty (20).
This schedule of performance is based upon the County's personnel providing a reasonable level of
client assistance as well the County's records being reasonably maintained. Should the Auditor's
assumptions with respect to the condition of the records, degree of cooperation, or other matters
beyond Auditor's reasonable control require additional commitments by Auditor beyond those upon
which this schedule is based, Auditor reserves the right to adjust planned completion dates with the
County in writing.
Agreement #09-5270
Annual Auditing Services
Page 19 of 19