#07-4152 (Ernst & Young, LLP)
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AGREE ME N T #07-4152
"Auditine Services for Collier County"
TillS AGREEMENT, made and entered into on this ?'-l1l--, day of ".J.... i ':)
2007, by and between Ernst & Young LLP, whose address is 100 Northeast Third Avenue, Suite 700,
Ft. Lauderdale, FL 33301, hereinafter called the "Contractor" and Collier County, a political
subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County":
WITNESSE TH:
1. COMMENCEMENT. The Contractor 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 24, 2007 and terminating upon completion of tasks for the
2007,2008 and 2009 fiscal year audits. The County, at its discretion, and with the consent of the
Contractor, shall have the option to request renewal for two (2) additional audit periods for2010
and 2011 fiscal years.
2. STATEMENT OF WORK. The Contractor shall provide Auditing Services for Collier County
in accordance with the terms and conditions of this Agreement, including 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 Contractor in writing.
Additional services shall be evidenced by an Amendment to this Agreement.
3. SCHEDULE. The Contractor agrees to complete the services as required pursuant to this
Agreement within the time period(s) established by mutual agreement between Contractor and
the Finance Director, or her designee, for completion of the various tasks of the project (see
Exhibit D).
4. THE CONTRACT SUM. The County shall pay the Contractor for the performance of this
Agreement a maximum lump sum amount of five hundred sixty thousand dollars ($560,000.00)
for the 2007 audit. This amount is based on the Contractor's proposal, subject to written Change
Orders for the addition of eight thousand dollars ($8,000.00) each for the audit of major
programs in excess of six (6), only as approved in advance by the County. Additionally,
Contractor's fee to perform and issue a report on Agreed Upon Procedures related to the Sheriffs
Investigative Funds will be $7,000 and will be the subjcct of a written Change Order. Payment
for the subsequent audits, Years 2008 and 2009, and future audits, will be based on the price
mutually negotiated, such cost not expectcd to exceed five percent (5%) increase over prior year,
as evidenced in writing between the County and the Contractor. The 2007 audit fee is based on
auditing and accounting standards in effect for the year ending September 30, 2007.
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Accordingly, should there be scope changes resulting from changes in auditing and accounting
standards, subsequent year fee increases could exceed five percent (5%) of the prior year fee.
5. COMPENSATION. Payments shall be made to the Contractor in accordance with Exhibit C -
Basis of Compensation and Exhibit D - Audit Schedule, attached hereto and made a part hereof
by reference, but not more frequently than once per month.
Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70,
Fla. Stats., otherwise known as the "Florida Prompt Payment Act". Payments for future year
audits will be mutually agreed to by the County and the Contractor based on when the audit work
is scheduled to take place.
6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed
or faxed to the Contractor at the following Address:
Mr. Thomas J. Bradley, CPA
Ernst & Young LLP
100 Northeast Third Avenue, Suite 700
Ft. Lauderdale, FL 33301
Telephone: 954-888-8000
Fax: 954-888-8160
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Stephen Y. Carnell
Purchasing/General Services Director
Collier County Government Center
Purchasing Department - Purchasing Building
3301 Tamiami Trail, East
Naples, Florida 34112
Telephone: 239-252-8407
Fax: 239-252-6584
The Contractor 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 Service Agreement
must be in writing.
7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a
partnership betwcen 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, Fla. Stats., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all
such permits issued by the County shall be processed internally by the County. All non-County
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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.
9. NO IMPROPER USE. The Contractor 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 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 contract 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 reasonably satisfactory to the County as per the requirements of this Agreement, the
County may terminate said agreement for cause if the Contractor 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) days written notice. The County shall pay for all
professional fees for Services and expenses incurred by the Contractor through the effective day
of any termination, but Contractor 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. Contractor must mitigate all such costs to the greatest extent reasonably possible.
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, Combined Single Limit 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 $500,000 for
each accident.
C. Automobile Liability: Coverage shall have minimum limits of $500,000.
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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 Contractor during the duration of this Agreement. Renewal certificates shall
be sent to the County thirty (30) days prior to any expiration date upon written request by
County. There shall be a ten (10) day notification to the County in the event of cancellation
or modification from the amounts specified above of any stipulated insurance coverage.
Contractor shall insure that all subcontractors comply with the same insurance
requirements that he is required to meet. The same Contractor shall provide County with
certificates of insurance meeting the required insurance provisions.
13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor
shall indemnifY and hold harmless 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 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 to the extent resulting from the negligence of
Collier County.
14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of
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 - Contractor's Engagement Letter,
Exhibit C - Basis of Compensation, Exhibit D - Audit Schedule, and Insurance Certificate.
16. 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.
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 112, Part 111, Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, 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, e. immediate termination of any
contract held by the individual and/or firm for cause.
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18. IMMIGRATION LAW COMPLIANCE: By executing and entering into this agreement,
the Contractor 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 V.S.C. 1324, et seq. and regulations relating thereto, as either may be
amended. 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.
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 Contractor or any of its
subcontractors 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.
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IN WITNESS WHEREOF, the Contractor 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.
,
{~Hu0k.
First ltness
Joy A. Mathis
tType/print witness namet
/ /. fl/'o' .
-{j ~-H~v' . / ~/l.~o
Second Witness
Sandra H. Prisco
tType/print witness namet
Approved as to form and
legal sufficiency as to Collier County:
~
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
lly ~~~
J es Coletta, Chmrman
ERNST & YOUNG LLP
Contractor
By:
-lltuC. ~~(ffi
Si nature i
,
Partner
Typed signature and title
. 1<em# L~
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Exhibit A
Dispute Resolution Procedures
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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 Intemationallnstitute 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 beginning mediation (or a
longer period, ifthe 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 confinned 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 snbstantial equity owner of any E&Y audit client.
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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 conseut 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 agree 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 confirmed 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.
[fthe 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 submission of additional lists.
(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-17. The parties shall uotifY the AAA within seven (7)
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days of any objection to the arbitrator appointed. Any such objection shall be for cause and shall be ~on~ld 11
in writing to the AAA with a copy to the other party or parties.
E-S. Exchange of Exhihits
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 detennines 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 confinnation of the arbitrator's appointment. The AAA will
notiJy 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 detennine 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-lO. Arbitrator's Compensation
Arbitrators will receive compensation at a rate to be suggested by the AAA regional office.
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au ERNST & YOUNG
. Ernst & Young LIP
Suite 700
1 00 ~or1h(-'ast Third Avcllue
Fort LlUdt'rdalc, ~I()rid,l D101-11 fif;
. Phone (9~ g~g[ll
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Exhibit B
September 27,2007
Collier County Board of County Commissions
3301 Tamiami Trail East
Naples, FL 34112
Attention: James Coletta, 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 thc 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, 2007. 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 215.97 Florida Statutes, (collectively the "Federal and State Single
Audit"), and will include tests of accounting records, a determination of major program(s) in
accordance with OMB Circular A-133, and other procedures wc consider necessary to enable us to
express an opinion on compliance for each major program and to render the required reports. The
services 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 #07-4152 "Auditing
Services of Collier County" to which this engagement letter is attached, and Exhibits A through D,
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 agreements
and other matters, noncompliance with which could have a material effect on the financial statements,
as rcquired by Government Auditing Standards. We will not perform 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 information and use 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.
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iJJ ERNST & YOUNG
. Ernst & Young llP
16F11
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:
I. 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
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 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 awarding agencies, and, if applicable, pass-through entities and are not intended to
be and should not be used by anyone other than thesc specified parties.
111. 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 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 ("AICP A"), 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 audit in
accordance with auditing standards promulgated by the AICP A, thc 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, and OMB Circular A-133, "Audits of States, Local
Governments, and Non-Profit Organizations," and Section 215.97 Florida Statutes.
As part of our audits, we will consider, solely for the purpose of planning our audit and determining the
nature, timing, and cxtent of our audit procedures, the County's internal control over financial
reporting. This consideration will not be sufficicnt to enablc us to provide assurance on internal control
over financial reporting or to identi fy all significant deficiencies and material weaknesses.
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^ mpmhpr firm of Ernst :::.. Young Cluhdll imilcd
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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. If we become aware of fraud
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 clcarly 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 information and infrastructure information under modified approach
rcporting, 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 information and will not express an opinion on
it.
Supplementary information other than RS1, 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 information that comprises nonaccounting information or accounting
information 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 information.
To the extent required by law, we will make our audit documentation available to a federal agency or
the Comptroller General of the United States Governmcnt 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.
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. Ernst & Young LlP
16F11
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 determination 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.
1n 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 accompany this Agreement.
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 (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
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A 1ll('lllbl'r linn of Ernst Xi Young Ciobal Limited
.
€!I ERNST & YOUNG
. Ernst & Young LLP
16Fll
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 information 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 report 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 disclosc any such
withholding of information to the Audit Committee or equivalent group.
As required by auditing standards as promulgated by the AICPA, 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
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 significant 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 grant 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:
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. Complying with the requirements of Office of Management and Budget (OMB) Circular
A-133, Audits of States, 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;
. 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 30,2007 is as follows:
Base fee
Out-of-pocket expenses
Total
$530,250
29.750
$560,000*
We will submit our invoices according to the attached schedule. Payment shall be made in accordance
with Chapter 218, Florida Statutes, also known as the "Florida 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 six (6)
programs, our fee for such additional major programs will be $8,000 per program and the amount of
the last billing will be adjusted accordingly. Additionally, our fee to perform and issue a report
on Agreed Upon Procedures related to the Sheriff's Investigative Funds will be $7,000 and
the amount of the last billing will be adjusted accordingly. The County will add such additional
fees to the Agreement amount by written Change Order.
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SJ ERNST & YOUNG
. Ernst & Young llP
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Our estimated fees and schedule of performance are based upon, among other things, our preliminary
review of the County's records, including, the number of major funds, the number of opinion units, the
number of major programs and whether the County qualifies as a low-risk auditee in accordance with
OMB Circular A-133 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 assumptions with
respect to thcse 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 a written Change Order signed by E&Y and the County.
1n 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 engagcments 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 negotiated with the County, and annual increases are
not expected to exceed five percent (5%) of the prior year's fee.
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 scrvice providers (including independent contractors), may
participate in providing the Audit Services.
The County shall not, during the term of this Agreement and for 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 employec has been involved in the performance 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 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 balanccs 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 Services, this Agreement or any other services provided by or on
behalf of E&Y or any of its subcontractors 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
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. Ernst & Young LLP
be resolved by mediation or arbitration as set forth in the attachment to this Agreement. Judgment 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.
We will audit and report on the basic financial statements of the County for each of fiscal years 2008
and 2009; and 2010 and 2011 upon the mutually agreed upon renewal of the Agreement to which this
engagement letter is attached as Exhibit B. 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 sign below on behalf of the
County and return it to Thomas J. Bradley, Ernst & Young LLP, 100 N.E. 3'd Avenue, Suite 700, Fort
Lauderdale, FL 33301.
Very truly yours,
~TnLLP
Agreed and accepted by:
Collier County
By: 4~/ ~
Janb"Coletta
~~iT' " ". "
['\iC'Air E. BROCK. CLERK..' "'"
b~~~tD'L '>~.~
o.,puty C1 erk'- c.' ':."
Attest IS to Ch41I!un'. ' .
sIgnature on1- ~" ~ ,;'
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Chairman of the Collier Countv Board of Count v Commissioners
Title
Date
m&leg9.1~
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t\ nH'rnbcr iirm of hllst ^ Young Ciobdl Limited
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Exhibit C
Basis of Compensation
1. For the Services provided for in this Agreement, County agrees to make the lump sum
payments to Contractor in accordance with the terms stated below. Contractor 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 "Florida
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 Contractor will be in accordance with Article 4 of
the Agreement.
'Should the number of the County's grant programs required to be audited as major exceed
six (6) programs, our fee for such additional major programs will be eight thousand dollars
($8,000) 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 Sheriff's Investigative Funds will be seven
thousand dollars ($7,000) and the amount of the last billing will be adjusted accordingly by
written Change Order signed by the parties. The County will add such additional fees to the
Agreement amount by written Change Order.
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Exhibit D
Audit Schedule
Timeline Action
TASK 1 Interim field work. Meet with executives and financial management to
Date TBD - To begin as soon co-develop expectations. Conduct planning meetings, develop detailed
as possible once Agreement is audit plan. Conduct interim fieldwork (understanding and testing of
finalized. internal controls and systems). Conduct final risk assessments and
finalize audit approach. Conduct single audit planning.
September 30, 2007 Board of County Commissioners fiscal year end
TASK 2 Books are closed for Constitutional Officers and the general ledgers are
provided to the independent auditor; begin field work on Constitutional
Sept. 30 - Oct. 30, 2007 Officers. Begin substantive testing of account balances - Constitutional
Officers.
TASK 3 Complete fieldwork (sign off) on Constitutional Officers, , Financial
statements for Constitutional Officers prepared, review financial
Oct. 30 - Nov. 20, 2007 statements. Conduct exit interviews. (The timing of issuance of
Constitutional Officer financial statements is dependent on the timing of
when the County provides complete statements for review, and could
extend beyond November 20).
Sept. 30 - Nov. 20, 2007 Books are closed for Board of County Commissioners and the general
ledger is provided to the independent auditor; field work begins on the
Board. Begin substantive testing of account balances - Board of County
Commissioners. Begin Single Audit testing upon receipt of completed
Schedule of Expenditures of Federal and State awards from the County.
December 1 - December 30, Continue to perform substantive testing of account balances - Board of
2007 County Commissioners. Continue to perform single audit. Significantly
complete Board fieldwork.
TASK 4 Complete Board financial statement audit, review draft of financial
statements, conduct exit interviews. Final review of financial statements.
January 1 - January 31, 2008 Significantlv complete Sinl'Cle Audit.
January 14, 2008 The Clerk of Courts in his role as Chief Financial Officer oversees
preparation of draft financial statements, notes and all required
supplementary schedules and statistical data. First draft of County
financial statements is provided to the independent auditor
January 18, 2008 First round of comments on initial level of review provided to the Chief
Financial Officer by independent auditor regarding draft of financial
statements, including all recomnlendations, revisions and suggestions for
improvement. Next draft provided to auditor within one week for next
level of review.
February 1 - 29, 2008 Issue Comprehensive Annual Financial Report (CAFR). Discuss audit
results with Board of County Commissioners, oresent CAFR.
February 8, 2008 Commence CAFR printing, conduct exit conference
February 26, 2008 Presentation of CAFR to the Board of County Commissioners in
conjunction with the Clerk of the Circuit Court
TASKS Completion and delivery of all other required reports, including Single
Audit.
March 1 - 31, 2008
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
Page 20 of21
16F11
Contractor's assumptions with respect to the condition of the records, degree of cooperation, or
other matters beyond Contractor's reasonable control require additional commitments by
Contractor beyond those upon which this schedule is based, Contractor reserves the right to
adjust planned completion dates with the County in writing.
Page 21 of21
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ACORD,.
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DATECMM/DD/YY)
09/28/07
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
PRODUCER
Aon Risk services, Inc. of pennsylvania
One Liberty Place
1650 Market Street
sui te 1000
philadelphia PA 19103
PHONE. (215) 255-2000
INSURED
Ernst & Young LLP
Attn.: Mark Altberg
125 chubb Ave
Lyndhurst NJ 07071 USA
FAX. (215) 255-1893
COMPANY
A
American Guarantee & liability Ins Co
COMPANY
B
Federal Insurance company
COMPANY
C
Pacific Indemnity Co
New Hampshire Ins Co
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.
CO
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POLICY EfFECTIVE POLICY f,XPIRATlOi'\
VAn: (MMfDDNY) DATE (MMIDDIYY)
L1I\UTS
TYPE Of INSURANCE
POLICY NUM8ER
B
35243636
General Liab"il"ity
01/01/07
01/01/08
$2,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$25,000
GENERAL LIABILITY
GENERAL AGGREGATE
PRODUCTS. COMPIOP AGG
PERSONAL & ADV INJURY
EACH OCCURRENCE
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE 0 OCCUR
OWNER'S & CONTRACTOR'S PROT
FIRE DAMAGE(Any one fire)
MED EXP (Any one person}
C AUTOMOBILE LIABILITY 73184332
X ANY AUTO Automobile - Business
X ALL OWNED AUTOS
SCHEDULED AUTOS
X HIRED AUTOS
X NON-OWNED AUTOS
GARAGE LIABILITY
ANY AUTO
A EXCESS LIABILITY AUC 3753547 06
X UMBRELLA FORM Umbrella
OTHER THAN UMBRELLA FORM
D WORKER'S COMPENSATION AND 1616781
EMPLOYERS' LIABILITY workers Compensation ADS
G THE PROPRIETORI INCL 1616779
PARTNERS/EXECUTIVE Workers compensatlon
OFFICERS ARE: EXCL ADS
01/01/07
COMBINED SINGLE LIMIT
$1,000,000
01/01/08
BODILY INJURY
(Perperson)
BODILY INJURY
{per accident)
01/01/07
PROPERTY DAMAGE
AUTO ONLY - EA ACCIDENT
OTHER THAN AUTO ONLY:
EACH ACCIDENT
AGGREGATE
01/01/08 EACH OCCURRENCE Sl,OOO,OO
AGGREGATE $1,000,00
08/01/08 X
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08/01/08 EL DISEASE-POLICY LIMIT $1,000,000
EL DISEASE-EA EMPLOYEE $1,000,000
08/01/07
08/01/07
DESCRIPTION OF OPERATlONS/LOCATIONSNEHICLESISPECIAL ITEMS
Re: collier county is included as an Additional Insured, as its interest may appear.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
collier county
purchasing Department
3301 Tamiami Trail East
Naples, FL 34112 USA
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE COMPANY. ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE ~"'tW.:..k-.9"..--.:c__d.._~ ~:?_...~~i.ov
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Attachment to ACORD Certificate for Ernst & Young LLP
The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage
afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy.
ADDITIONAL POLICIES
If a policy below does not include limit information, refer to the corresponding policy on the ACORD
certificate fann for policy limits.
COMPANY E Insurance company of the State of PA
COMPANY F Il1l nois National Insurance CO
COMPANY G American lute rnati Dna 1 south Ins Co
COMPANY
COMPANY
INSURED
Ernst & Young LLP
Attn.: Mark Altberg
125 Chubb Ave
Lyndhurst NJ 07071 USA
POLlCY POLlCY
co TYPE Of I1'\SlJRANCE POLICY NUMBER EFFECTIVE EXPIRATION LIMITS
tTR POLICY DESCRIPTION OAT[ DATE
WORKERS COMPENSATION
0 1616783 08/01/07 08/01/08
workers compensation - FL
F 1616784 08/01/07 08/01/08
workers compensation - WI
E 1616782 08/01/07 08/01/08
orkers compensation - OR
E 1616780 08/01/07 08/01/08
orkers compensation - CA
F 1616785 08/01/07 08/01/08
workers Compensation - TX
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESISPECIAL ITEMS
Certificate No:
570025282776