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#09-5270 (Ernst & Young) A G R E E MEN T #09-5270 "Annual Auditinl!. Services" THIS AGREEMENT, made and entered into on this Z2AD day of Jt.!NE 2010, by and between Ernst & Young LLP, whose address is 5100 Town Center Circle, Suite 500, Boca Raton, Florida, 33486, hereinalter called the "Auditor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinalter called the "County": WIT N E SSE T H: I. COMMENCEMENT. The Auditor shall commence the work upon execution of this Agreement and upon issuanee of a Purchase Order. The initial contract shall be for a three (3) year period, commencing on July 1,2010 and terminating on June 30, 2013. The County. at its discrction, 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 eonditions 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 ID 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 eompletion 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 live hundred seventy-live thousand dollars ($575,000.00) for the 20 I 0 audit. This amount is based on the Auditor's proposal, subject to written Change Orders for the addition of seven thousand live hundred dollars ($7,500.00) eaeh for the audit of major programs in excess of twenty (20), only as approved in advance by the County. Additionally. Auditor's fee to perform and issue a report on Agreed Upon Procedures related to the Sherilfs Investigative Funds will be $7,000 if the major grant programs exceed twenty (20). otherwise the Sheriffs Investigativc Funds will be included under thc major programs within the agreement. Paymcnt Illr the subsequent audits, Years 2011 and 20 J 2, and future audits, will be based on the lesser of the South Urban Consumer Price Index (CPI) based on the previous twelve (12) months over prior year, or three percent (3%) as evidenced in writing between the County and the Auditor. Thc cost ll)r auditing and additional related services ll)r other County departments will be the result of mutual negotiation based on Agreement 09-5270 Annual Auditing Servic~s Page t of 19 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 referenee. Payments shall be made not more frequently than once per month. Payment will be made upon reeeipt 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 10 by the County and the Auditor in writing. 6. NOTICES. All notices from the County to the Auditor shall be deemed duly served if mailed 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: 561-995-8013 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. 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 Email: steveearnell@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 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 foree 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 munieipal ordinanee, rule, order or regulation, or of any governmental rule or regulation now in efTect 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 eonduct 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, conduet, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notiee of such violation, eonduct, 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 eorrected to the satisfaction of the County. 10. TERMINATION. Should the Auditor be found to have failed to pcrform his services in a manner reasonably satisfactory to the County as pcr the requirements of this Agreement, the County may terminate said agreement for cause if thc Auditor fails to cure such breaeh within fifteen (15) business days' notiee of such brcach; further thc County may terminate this Agreemcnt for convenicnce with a thirty (30) day written notice. The County shall pay for all professional fees for Scrviccs and expenscs incurred by thc Auditor through the eftcctive day of any termination, but Auditor shall not be entitled to any other or furthcr recovery against County, including, but notlimitcd to, anticipated lecs or profits on Scrvices not rcquired to bc performed. Auditor must mitigate all such costs to the greatest cxtent reasonably possible. II. NO DISCRIMINATION. The Auditor agrees that therc 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 Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damagc Liability. This shall includc Prcmises and Operations; Indepcndent Consultants; Products and Complctcd Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with thc applicable state and federal laws. The coveragc must include Employers' Liability with a minimum limit of $500,000 for each accident. Agreement #09-5270 Annual Auditing Services Page 3 of 19 C. Automobile Liability: Coverage shall have minimum limits of$500,000. D. Professional Liability: Coverage shall have minimum limits of$l,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 policics meeting the requirement herein identified shall be maintained by Auditor during the duration of this Agreement. Renewal certificatcs shall be sent to the County ten (10) 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 canecllation or modification from the amounts specified above of any stipulated insurance coveragc. Auditor shall insure that all subconsultants comply with the samc insurance requirements that he is required to meet. The same Auditor shall provide County with certificates of insurance mccting thc required insurancc provisions. 13. INDEMNIFICATION. To the maximum extcnt permitted by Florida law, thc Auditor shall indemnify and hold harmless Collicr County, its oflieers and employees from any and all third party liabilities, damages. losses and costs, including, but not limited to, reasonable attorneys' fees, rclating to bodily injury or tangible property damage to thc cxtent caused by the negligence, reeklessness, or intentionally wrongfi.tl eonduet of the Auditor or anyone employed or utilized by the Auditor in thc pcrformance of this Agreement. This indemnification obligation shall not be construed to negate, abridgc 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 Fjnanee Division. 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached component parts, all ofwhieh are as fully a part of the contraet as if herein set out verbatim: Exhibit A - Dispute Resolution Procedures, Exhibit B - Auditor's Engagement Letter, Exhibit C - Basis of Compensation and Schedulc, 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 III, Florida Statutes, Collicr County Ethics Ordinance No. 2004-05, and County Administrative Proeedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by thc individual, firm, and/or any employee of the firm tram Agreement #09-5270 Annual Auditing Services Page 4 of ] 9 eontact with County staff for a specitied pcriod of time; b. Prohibition by the individual and/or firm from doing business with the County for a spccified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate tcrmination of any contract held by the individual and/or firm for causc. 18. IMMIGRATION LAW COMPLIANCE: By exeeuting and entering into this agreement, the Auditor is formally acknowledging without execption or stipulation that it is fully responsible for eomplying 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 eithcr may be amended. Failure by the Auditor to comply with thc laws rcferenced herein shall constitute a breaeh of this agreement and the County shall have the diseretion to unilaterally tcrminate this agrecment 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 othcr services provided by or on behalf of thc Auditor or any of its subAuditors or agents to the County or at the County's rcquest (including any matter involving any third party for whosc benefit any such services are provided), shall be resolved by mediation or arbitration as set forth in Exhibit A - Dispute Resolution Procedures attaehed hereto and madc a part hereof by rcfcrence. Judgment on any arbitration award may be cntcred 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 bclow, the parties contlrm that the cxecution of this Agreement has bccn 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 performance of the contract. Selected firm shall assign as many people as necessary to complete the project on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the dates set forth in the Project Sehedulc. Firm shall not ehangc Key Personnel unless thc following conditions are met: (1) Proposed replaeements have subslantially the same or better qualilications and/or cxpcricnce. (2) that the County is notified in writing as far in advanee as possible. Firm shall make commereially rcasonable efforts to notify Collier County within scven (7) days of the ehange. Thc County retains linal approval of proposed replacement pcrsonnel. Agreement #09-5270 Annual Auditing Services Page 5 of 19 IN WITNESS WHEREOF, the Auditor and the County, have each, respectively, by an authorized person or agent, hereunder set thcir hands and seals on the date and year first above writtcn. ATTEST: Dwig t E. Br&d~;:C~ ". "~'>;, .... ..... '1:1'''''', "'. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY. FLORIDA ~ By: MW. ~ Fred W. Coyle, Chairman (SE ). , "-,,' Att.ft....to \:II' /,,'/ if9llit(:t.,-..:.... J~" I U'9r~/Ij}f'.I(:j..'."" ERNST & YOUNG LLP Auditor - ~i~~S~ML -A4f'O\"\ S i Iv It tType/print witncss namc t ~fft iJ,~. Second Witness c;.o.'e.-t4c. P 'o.'( nrn tType/print witness namet By: 'TnOYY\I!\S, b( u.4Ie.:J-t-fa.r+her Typed signature and title Approved as to form and legal sufficitncy r tp Collier County: Agreement #09-5270 Annual Auditing Services Page 6 of 19 Exhibit A Dispute Resolution Procedures Mediation A party shall submit a dispute to mediation by written notice to the other party or parties. Thc 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 thc 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 dctermincs, with the agreement of the pm1ies. The parties shall discuss their differences in good faith and attempt, with the mediator's assistance, to reach an amicable resolution of the disputc. The mediation shall bc treated as a settlement discussion and shall thcrefore be confidential. The mcdiator may not testily lor eithcr party in any later proceeding relating to the disputc. The mediation proceedings shall not be recorded or transcribed. Each party shall bear its own costs in thc mediation. The parties shall share equally the tecs and expenses of the mcdiator. If the parties havc not resolvcd a disputc within ninety (90) days after written notice beginning mediation (or a longer period, if the parties agree to extend the mediation), the mediation shall terminatc and the dispute shall be settled by arbitration. In addition, if a party initiates litigation, arbitration, or other binding dispute resolution proccss without initiating mediation, or bc10rc 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 thc 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 10rth below, by onc arbitrator, to be selected in accordance with the Rules, who shall be independent, impartial and neutral with respect to the partics and the subject matter submitted for arbitration. A sole arbitrator shall have no powcr to award any amount in cxccss of live hundred thousand dollars ($500,000) (exclusive of interest, costs, and any attorneys' fees that may be applicable). By submitting a claim to arbitration belore a solc arbitrator, the parties waive any right to a recovery in any lorum in excess of tive hundred thousand dollars ($500,000) (exclusive of interests, costs, and any attorneys lees that may bc applicablc). 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 proccss 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 he 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 Page 7 of 19 The arbitrator or arbitration panel shall have no power to award non-monetary or equitablc 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 arbittution 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 bc treated as contidential. 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 ofthe arbitration shall be binding on the parties, and judgmcnt 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 ditTerent 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-l1ve 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 eonl1rmed in writing to thc parties. Should there be a failure to conl1rm 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 Qualitieations 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 ti)J' any reason the appointment of an arbitrator cannot bc made from the list, the AAA may make the appointment from other members of the panel without the submission of additional lists. Agreement #09-5270 Annual Auditing Services Page 8 of 19 (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 specificd in Section R-17. 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-S. 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), exclusivc of interest and arbitration costs, and other cases in which the parties agree, the dispute shall bc 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. nate, 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 advanee ofthe hearing date. E-8. The Hearing (a) Gencrally, the hearing shall not exceed one day. Each party shall havc equal opportunity to submit its proofs and complete its case. The arbitrator shall determine the order of the hcaring, and may require further submission of documents within two days after the hearing. For good cause shown, thc 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 rendercd not later than fourteen (14) days from the date of the closing of the hearing or, if oral hearings have been waived, from thc 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 Page 9 of 19 Exhibit B June 9, 2010 Collier County Board of County Commissions 3301 Tamiami Trail East Naples, FL 34112 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 govcrnmental aetivities, the business-typc activitics, the aggregate discretely presentcd eomponent units, cach major fund, and the aggregate remaining fund information, which collectively comprise the basie financial statcmcnts of Collier County, Florida (the "County") for the year ending September 30, 2010. We will also audit and report on the separate linaneial statements of the Constitutional Officers of the County and the County Watcr and Sewcr Distriet. The objective of our audit of the financial statements is to express opinions on the fairness, in all material respeets, of the prcsentation of the basic financial statements f()r each applicable opinion unit in conformity with accounting principles generally accepted in thc United Statcs. Wc also will conduct an audit in accordanee with the Single Audit Act Amendments of 1996, and the provisions of OMB Cireular A-133 Audits olSlates, Local Governments and Non-Pro}!1 Organizations (OMB Circular A- 133) ("A-133 Audit"), and Section 215.97 Florida Statutes, (Florida Single Audit) (collectively the "Federal and State Single Audit"), and will include tests of accounting records, a determination of major program(s) in aceordanee with OMB Circular A-133 and the Florida Single Audit. and other proeedures we considcr neccssary to enable us to express an opinion on eompliancc for each major program and to render thc rcquired reports. The services described in this paragraph may hereafter be referred to as cither "Audit Serviec" or "Audit Serviees." This engagement letter, together with the Collier County Contract #09-5270 "Annual Auditing Scrviecs" (0 whieh this engagement lettcr is attached, and Exhibits A through C, shall hereafter bc referred to as thc "Agrcement". We also will provide a rcport on internal control over financial reporting related to the financial statements and eompliance with laws, regulations, and the provisions of contracts or grant agreements and other matters, noneompl iance with which could havc a material eflect on the financial statcments, as required by Government Auditing Standards. We will not perform sufficicnt procedures to render an opinion on internal control ovcr financial reporting nor on complianec with laws. rcgulations, and the provisions of contraets or grant agrccments and other matters, and therefore. we will not express sueh an opinion. This report is intendcd solely l'or the information and use of the audit committee, management, and speeifie legislative or regulatory bodics and is not intended to be and should not bc used by anyonc other than these speci lied parties. We will report on the fairncss of the schedule of expenditures of federal awards and statc financial assistance when considered in relation to the financial statements taken as a whole. We also will report on: 1. 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 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 eompliance is intended only for the information and use of the audit committee, management, specific legislative or regulatory bodies, federal and state awarding ageneies, and, if applicable, pass-through entities and are not intended to be and should not bc us cd by anyone other than these spceified partics. 111. Report on compliance with Florida Statutes Seetion 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 sueh matter with you and the Audit Committee or othcr equivalent group promptly. Audit Responsibilities and Limitations We will conduct our audit of the basie finaneial statemcnts in accordance with auditing standards generally accepted in the United States, as promulgated by the Ameriean Institute of Certified Publie Accountants ("AICPA"), and the standards for finaneial audits contained in Government Auditing Standards issucd by the Comptrollcr 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 eaused by error or fraud. As the County is awarc, there are inherent limitations in the audit process, including, for example, selective testing and the possibility that collusion or forgery may precludc thc detection of material error, traud, and illegal aets. Accordingly, a material misstatement may remain undetected. Also, an audit is not designed to detect error or fraud that is immaterial to the basic finaneial statemcnts. We will conduct our A-133 and Florida Single Audit Act audit in aceordance with auditing standards promulgated by the AICPA, the standards for financial audits contained in Government Auditing Standards issued by the Comptrollcr General of the United States, the Single Audit Aet Amcndments of 1996, OMB Circular A-133, "Audits of Statcs, Local Governments, and Non-Profit Organizations," and Section 215.97 Florida Statutes. As part of our audits, we will eonsider, solely for the purpose of planning our audit and determining the nature, timing, and cxtcnt of our audit procedurcs, the County's internal control over financial reporting. This consideration will not be sufficient to enable us to provide assurancc on internal eontrol over financial reporting or to identify all significant deficiencies and material weaknesses. We will communicatc in writing to management and to the Audit Committee or other equivalent group all signiticant deficiencies and material weaknesses identified during thc audit of the County's financial statements, as well as any significant deficicncies and material weakncsses communieated to management and to the Audit Committee or other equivalcnt group in previous audits that havc 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 appropriatc level of management. Ifwe become aware of fraud Agreement #09-5270 Annual Auditing Services Page It of t9 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 dctermine that the Audit Committee or other equivalent group and appropriate mcmbers of management are adequately informed of illegal acts that eome to our attention unless they are clcarly inconsequential. In addition, wc will inform the Audit Committec or other cquivalent group and appropriate members of management of significant audit adjustmcnts, material violations of contracts or grant agreements and matcrial abuse noted during our audit procedures. We also may communicate other opportunities we observe for economies in or improved controls over thc County's operations. As part of our engagemcnt, we will apply certain limited procedures to the County's required supplcmentary information (RSl). RSI consists of Management's Discussion and Analysis, budgetary eomparison schedules, pension and Other Post-Employment Benefits (OPEB) information and infrastructure information under modified approach reporting, as applieable. Those limited procedures will consist principally of inquiries of management regarding the methods of measurement and presentation of RS1, 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 othcr than RSI, such as combining and individual fund and nonmajor fund financial statements, introductory and statistical scctions, also may accompany the County's basie financial statements. We will subjeet all supplementary information that is financially oriented sueh as combining and individual fund and nonmajor fund finaneial statements to the audit proeedures applied in our audit of the basie linaneial statcments and render our opinion on whethcr that information is fairly stated. in all matcrial rcspccts, in relation to thc basic financial statemcnts taken as whole. We will not subject supplementary information that comprises nonaeeounting information or accounting information not directly related to the basic financial statemcnts such as the introductory and/or statistical sections to the auditing proccdures applied in our audit of the basie financial statements, and therefore will not exprcss an opinion on this supplemcntary information. To the extent required by law, wc will make our audit documentation available to a federal or state agency or the Comptrollcr Gcneral of the United Statcs Government Accountability Office and provide eopics upon their request. Audit doeumentation also will be madc available upon request to appropriate auditors and reviewers. We shall promptly notify the County of any such request to revicw our audit documentation. An audit performed in aecordanee with Government Auditing Standards is not designed to detect violations of laws or regulations or provisions of contracts or grant agreemcnts that do not have a direct and material etleet on the financial statements or other financial data significant to the audit objectives. Because the determination of abuse is subjective, an audit conducted in accordancc with Government Auditing Standards does not provide reasonable assuranee of detecting abusc. 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 agreemcnts and abuse directly to parties external to the County. Agreement #09-5270 Annual Auditing Services Page 12 of 19 In aecordance with Government Auditing Standards, we will report in a management letter immaterial violations of provisions of contraets or grant agreements, immaterial abuse, and deficiencies in internal control other than significant deficiencies (and those that individually, or in thc aggregate, are material weaknesses) unless clearly inconsequential considering both qualitative and quantitative factors. Under Government Auditing Standards, wc are required to provide to the County our most recent peer review report and any letter of comment, as well as subsequent peer rcview reports and letters of comment received during the term of this Agreement. Our most recent peer review rcport, letter of comment, and our responses to the letter of eommcnt have been previously providcd to the County. We will provide futurc pecr revicw rcports to the County when available. Management's Responsibilities and Representations The basie financial statements are the responsibility of the County's management, which is also responsible for establishing and maintaining effectivc internal control, for properly recording transactions in thc accounting reeords, for safeguarding assets, and for the overall fair presentation of the basic financial statements. Management of the County also is responsible for the identilication of, and for the County's complianee with. laws and regulations and provisions of contraets 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 efleets of any unrecordcd audit differences accumulated by us during the current audit and pertaining to thc 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 (rcgardless of thc source or form and including, without limitation, allegations by "whistle-blowers"), and providing us full aecess to these allegations and any intcrnal investigations or them, on a timely basis. Allegations of financial improprieties includc allegations of manipulation of linancial results by management or cmployees, misappropriation of asscts by management or cmployees, intentional eireumvention of internal controls, inappropriate inlluenee on rclatcd party transactions by related partics, intentionally misleading E& Y, or other allegations of illcgal acts or jraud that could result in a misstatement of the Jinancial statemcnts or otherwise affect the linaneial reporting of the County. If the County limits the information otherwise available to us under this paragraph (bascd on the County's claims of attorney/client privilege, work product doctrine, or othcrwise), the County will immediately inform us of the fact that certain information is bcing withheld from us. Any such withholding of information could be considered a rcstriction on the seope of the audit and may prevent us from opining on the County's finaneial statcmcnts; alter the form of report wc may issue on sueh financial statements; or otherwise affect our ability to continuc as the County's independent auditors. The County and we will disclose any sueh withholding of information to the Audit Committee or equivalent group. As required by auditing standards as promulgated by the AICPA, wc will make spccific inquiries of management about the representations contained in the basic Jinancial statements. Those standards also require that, at the conclusion of the audit, we obtain representation letters from eertain 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 ] 9 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 tcrminate our engagement. Management is responsible for the following, as provided in Government Audiling Standards: . Distributing the report on internal control over financial reporting and on compliance and other matters, as wcll as making eopies thereof available for public inspection unless the report is restricted by law or regulation, or eontains 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 aecrual-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 thc audit being undertaken and the corrective actions taken to address significant findings and recommendations. . Applying a process to traek the status of audit findings and reeommendations. . Providing views on any of your current findings, conclusions, and recommendations, as well as managcment's planned eorreetive 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: . Complying with the requirements of Offiee of Management and Budget (OMB) Circular A-133, Audils oj'Slales, Local Governments. and Non-Profit Organizalions and Section 215.97 Florida Statutes; . Preparing the appropriate financial statcments, including the schedule of expenditures of federal awards and state financial assistance. in accordance with OMB Cireular A-133 and Section 215.97 Florida Statutes; . Establishing and maintaining effective internal control ovcr eompliance for federal and state programs that provides reasonable assurance that federal and state awards are being managed in eomplianee with laws, regulations. and the provisions of contracts or grant agreemcnts that eould have a material effect on each of its fcderal and state programs; Agreement #09-5270 Annual Auditing Services Pagel40fl9 . Complying with laws, regulations, and the provisions of eontracts and grant agreements related to each of its federal and state programs; . Following up and taking corrcctive action on audit findings, including preparing a summary schcdule of prior audit findings and correctivc aetion plans as required by OMB Circular A-133 and Section 215.97 Florida Statutes; . Submitting thc reporting package to required reeipients and the data collection form to the designated federal audit clearinghouse; and . Communicating to E& Y any signifieant vendor rclationships wherc 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 aecording 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 includc dctail of employees and hours worked during eaeh billing period. *Should the numbcr 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 scvcn thousand five hundred dollars ($7,500.00) per program and the amount of thc last billing will be adjusted accordingly by change order. Additionally, our fee to perform and issue a report on Agreed Upon Procedures related to the Sheritrs Investigative Funds will be seven thousand dollars ($7,000.00) if the major grant programs exeeed twenty (20), otherwisc the Sheriffs Invcstigative Funds will be included under the major programs within the agrccment, the amount of the last billing to be adjusted aceordingly by change order. For any scope changes rcsulting tram other additional services that may be rcquested by the County, we will notify the County or 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 $ 395 Senior Manager $ 280 Manager $ 225 Senior $ 165 Staff $ ]25 Our estimated fees and schcdule 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 levcl of assistance. Should our Agreement #09-5270 Annual Auditing Services Page 15 of t9 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 projccts, such as proposed business combinations or research and/or consultation on special business or financial issues, will be billed separately from the audit lee reICrred 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 wc are not a party to thc procecding in whieh the information is sought, reimburse us for our professional time and expenses, as well as the reasonablc fees and expense of our legal counsel, incurred in responding to sueh requests upon written Change Order signed by E&Y and the County. Hourly rates and fees for subsequcnt years will be the lesser of the South Urban Consumer Price Index (CPI) based on the previous twelve (12) months or three pcrccnt (3%). Other Matters From time to time, and depending upon the circumstanccs, 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 term 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 eurrent or former partner, principal, or profcssional cmployee of E& Y, any affiliate thereof, or any other mcmber of the global Ernst & Young network or any of their respective affiliates a) if sueh partner. principal, or professional employee has been involved in the performanee of any audit, rcview, or attesl service for or relating to the County at any time during the thcn 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 preeeding liseal year and b) unless such partner, principal, or professional employce does not influence E&Y's operations or financial policies and has no capital balances or any other financial arrangemcnt with E&Y. Except for a claim limited solely to seeking non-monetary or equitable rclief, any dispute or claim arising out of or relating to the Audit Serviees, this Agreement or any other scrviees provided by or on behalf of E&Y or any of its subconsultants or agents to the County or at thc County's request (ineluding any matter involving any third party for whose benefit any such scrviccs are provided), shall be resolved by mediation or arbitration as sct forth in thc 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 unenforeeable, in whole or part, the remaining portions of this Agreement shall remain in effect. Agreement #09-5270 Annual Auditing Services Page 16 of 19 1111111111111111111111111111111111"" S!l ERNST & YOUNG E& Y appreciates the opportunity to be of assistance to the County. Please si~n 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, ~T hLL'P Agreed and accepted by: Collier COU~y W, By: Fred W. Coyle Title: Chairman of the Collier County Board of County Commissioners ~ '7 - {t - Ie Date Dated':{2-J~J,2.. ~ ~ . .0; .'i;\!llI<<t;IIi... <)fI" Approvedf's t D arid legal suffitie' County: ,.;j "" .'~~C Jt Print Name Agreement #09-5270 Annual Auditing Services Page 17 of 19 ","'d.,-,f;,'1'." I "<J Exhibit C Basis of Compensation and Schedule 1. For the Services providcd for in this Agrecment, County agrees to make the lump sum payments to Auditor in aeeordanee with the terms statcd below. Auditor will invoice the County in accordance with thc following Schedule; and payment shall be made in aceordance with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Paymcnt Aet." Payment of any particular line item noted bclow shall not be due until all services associatcd with any sueh line itcm have been substantially completed to County's reasonable satisfaction. 2. Payments for Additional Services of Auditor will bc tn aeeordance 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 1. 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 or control testing, risk $120,000 Upon Completion of all items 'iovember assessmcnts and audit planning. Constitutional assoeiated with Task 2. Ofticer Gcncral Lcdgers provided to the auditors. Begin performancc of substantive testing of account balances. Task 3 Significant complction of ficldwork of $120,000 Upon Complction of all items 'iovember- Constitutional Ortlcers. Review of Constitutional associated with Task 3. Decem ber Financial Statemcnts and conduet exit interviews on Constitutional Statements December 1-15, 2010. Begin performanee of substantive testing of account balances- Board of County Commissioners General Lcdger provided December 15, 20 I O. Continue Single Audit testing. Task 4 $150,000 Upon Completion of all items I an uary Board financial statement audit signifieantly assoeiated with Task 4. complete. Single Audit significantly completc The Clerk of Courts ovcrsees preparation of dralt financial statements, notes and required supplemental schedules and statistical data. First draft of financial statcments to auditors January 21, 2011. First round of eotnments on initial level review provided to Finance January 28, 2011. Second draft to auditors onc weck aficr rcview. Task 5 Issue opinion on Comprehensive Annual Financial $180,000 Upon completion of all items February Report (CAFR), including all Constitutional Offieer associatcd with Task 5. Agreement #09-5270 Annual Auditing Services Page 18 of 19 -- ----- - -",- -~._,_._,- reports. Issue all other requircd reports, including Present Single Audit. Present CAFR to the Board February 22, 20 II, 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 aeeordingly by written Change Order signed by the parties. Additionally, our fec to perform and issue a report on Agreed Upon Procedures related to thc Sheriffs Investigative Funds will be seven thousand dollars ($7,000.00) and the amount of the last billing will bc adjusted accordingly by written Change Order signed by thc parties should the number of major programs exeeed twenty (20). This schedule of performance is based upon the County's personnel providing a reasonable level of client assistancc as well thc County's records being reasonably maintained. Should the Auditor's assumptions with rcspect to thc condition of the rccords, degree of cooperation, or other matters beyond Auditor's reasonable eontrol require additional commitments by Auditor beyond those upon which this schedule is based, Auditor reservcs the right to adjust planncd eompletion dates with the County in writing. Agreement #09-5270 Annual Auditing Services Page 19 of 19 ------.. I DATE (MM/OO/YYYY) ACC>R~. CERTIFICATE OF LIABILITY INSURANCE ~' 06/23/2010 PROIHl(:f:R THIS CERTU"ICATE IS ISSUED AS A MATTER OF INFORMATION ONLY Aon Risk services central, Inc. philadelphia PA office AND CONFERS NO RIGHTS UPON THE CERTIHCATE HOLDER. THIS One Liberty place CERTI....CATE DOES :\'01' AMEI\D, EXTEND OR ALTER THE 1650 Market Street COVERAGE Af'FORDED BY THE POLICIES BELOW. sui te 1000 Phpa~,"l~hia PA 19103 USA FAX- (2151 255-1893 INSURERS AFfOROJ:\G COVERAGE :"IIAIC# PHO]\"E. 215 55-2000 Ii'l:SURIW INSURER A Insurance company af the State of PA 19429 Ernst & young LLP INSURER B; New Hampshire Ins Ca 23841 Attn.: Mark Altberg 200 Plaza Drive lNSURERC Illinois National Insurance Ca 23817 Secaucus NJ 07094-3699 USA INSURER D Chart; 5 Casualty company 40258 INSURERE Fede ra 1 Insurance company 20281 COVERAGES - ~ = <; ~ '0 - - ~ '0 "0 == THE POLICIES OF INSURA:-JCE LISTED BELOW HAVE BEEN ISSUED TO THE Ii'lSllRED J\'AMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITH$TA!\DING A:-.lY REQUIREMENT, TERM OR COi'lDITIOI'< OF ANY CO!\'TRACT OR OTHER DOCUMEJ\T WITII RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIi'l, TI-IF.INSllRANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIO:-JS AJ\'D CO.'\JDITlONS OF SUCII POLICIES, AGCiREGATE LIMITS SHOWN MAY HAVE BERN REDUCED BY PAID CLAIMS, LIMITS SHOWN ARE AS REQUESTED IJ\SR AlW LTR I:'oIS~~ TyrE or IJ\Sl:RA!';CE POLICY NUMBER POLICY EFFECTI\'~: l'OLleY EXI'IRA nOI\' LIMITS DAn: :\tM/DDN'\'YY DATE(MMIDDlYYYYj E 35243636 01/01/2010 01/01/2011 EACH OCCURRENCE $1,000,000 r""'~' General liability X (()MM~R(]"I (.!;mRA,L I IABILIlY DAMAGE TO RENTFD $1,000,000 (] >\lMS M^D~ ~ 0(( IJR PREMISES (Ea occurnnce) >. (Anyoncpcrson) '" X prod-Camp op In(l In Genl Agg PFRSO?\'AL & ADV I~JURY $1,000,000 ~ ~ "- GENERAL M,GRH,ATE $2,000,000 '" N C,EN'L Mi(lREliATE LIMIT APPLIES PER '" m PRODUCTS - COMl'/Op Al,(; 0 D POLICY D PRO- 0 LOC 0 JECT Employee Benefit tia $1,000,000 "- ~ F AUTOMOBILE LIABILITY 73184332 01/01/2010 01/01/2011 .. Cl.lMBll',ED SII\'GLE L1\lIT 0 'X ANY AUTO Automobile - Business (Faaccidcnt) $1,000,000 Z; 7- ~ ALL OV,'NED AUTOS BODILY INJURY :; ~ u SCHEDL:LED AUTOS (Pe'per"oIl) ~ Lx - HIRED AUTOS BODILY INJURY ~ Lx U ?"ON O\VI\'ED AL:TOS (I'cr ,,~cidl'l1() I-- I-- PR()I'FRTYIMMAGE (l'craccidel1t) GARA<;t: UARILlTY Al:1'O ONLY - EA ACCIDENT R ANY AUTO OTHER THAN EAMT AUTO O:'\'LY AGG G EXCESS It'MBRELLA LIABILITY AuC3753547-09 01/01/2010 "' 11 EACH OCn;RRENCE H,UUU,UUO ~ OCCUR D umbrella $1,000,000 CLAlMStl.1ADE MiGRE(,ATJ:: B DEDUCTIBLE RHFJ\TION B WC4288824 08/01/2009 '0' X 1:,"1(: STATu,-1 10TH- WORKERS COMPE[\:SA nON A[\:D workers compensati on-AO~ TORY LIMITS ER EMPLOYERS' LIABILITY Y/[\: $1,000,0001 a 0 wC4288827 08/01/2009 08/01/2010 E.L. EAC/-IACClDE:'-<I ANY PROPRIETOR PARTNER i EXECUTIVE workers compensat;on-AO~ ()HICERiMEMBER EXCI.UDFD'! E.L_ DISEASE-I'A EMPLOYEE $1,000,000 B (l\-hndatol)'in[\:H) WC4288825 08/01/2009 08/01/2010 workers Compensat;on-FL E.L DISb\SF-I'OLlCY LIMIT $1,000,000 II ye_, des.cribe under SPECI,\L PROVISIONS bel"", OTHER ~ =- DESCRIPTION OF OPERATIONS/LOCATIO:>;S;VEHICLESiEXC!.USJOJ\S ADDED BY ENDORSEMENT/SPECiAl. PROVrSIO~S ~ Re: Collier county is i ncl uded as an Additional Insured, as its interest may appear. ~ CERTIFICATE HOLDER collier county purchasing Department 3301 Tamiami Trail East Naples, FL 34112 USA CANCELLATION ii...I .- ..\L'TI]!j[{I/ED REPRESE~T\lIVE ~~S"'........... ~~ SIIOLJI.Il ^,\Y OF HU' ABOVE Dr-SCRIBED POLICIES BE CA~CELLE[) BEEORF TIIF EXPJR,>\TIOI\' DATE TllFRFOF, THE ISSUING INSURER WILL EKDfAVOR TO MAlI. 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE JIOl,DER NAMED TO THE LEFT. GUT EAILURE TO DO SO SHALL IMPOSE ~O UIH.J(;ATlON OR 1,IABlLlTY OF ANY KIND UPOI\' THE 1"-'Sl'RER, ITS AUENI'S OR REI'RFSFt\TArIVES ACORD 25 (2009/01) Dl988-2009 ACORD CORPORATION. All rights resen'cd_ The ACORD name and logo are rcgistl'rcd marks of ACORD Attachment to ACORD Certificate for Ecn>! & Yo"ng LLP The tenns. 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 docs not contain all terms. conditions, coverages or exclusions contained in the policy. INSL'RED Ernst & Young LLP Attn.: Mark Altberg 200 plaza Drive Secaucus NJ 07094-3699 USA INSURER F Paci fi c Indemnity Co 20346 [NSURER G American Guarantee & Liability Ins Co 26247 IJ\SURER IJ\SURER INSURER ADDITIONAL POLlCtES Ira policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. ADD'L ,'OUCY Nl'\1U~;R POLICY POLlCY I~SR t:XI'IIUTlON IJliSRD TV"": OF INSlJRAl'iCE POLICY DESCRIPTION EFFMTl\'" LIMITS LTR DATF. DATE WORKERS COMPENSATION WC4288826 b8/01/2009 08/01/2010 C workers compensation-WI WC4288823 8/01/2009 08/01/2010 A Workers Compensation-OR WC4288822 8/01/2009 08/01/2010 A workers compensation-cA WC4288828 8/01/2009 08/01/2010 B workers compensation-TX wc4288829 8/01/2009 08/01/2010 A Workers compensation-MA DESCRIPTl<lN (IF OPERAT](lNS/LOCA T10!'JS/VEHICLES,EXCLUS10NS ADDED BY l'NDORSI',MI' NT/SPECIAL PROVISIO?\'S Certificate No : 570039297559 Ar:JIII GLOBAL Verification of Insurance We, the undersigned Insurance Brokers, hereby verify that North American Capacity Insurance Company has issued the following described insurance, which is in force as of the date hereof: Issued to: Collier County Purchasing Department 3301 Tamiami Trail East Naples, Florida 34112 U.S.A. Type of Insurance: PROFESSIONAL INDEMNITY INSURANCE Name of Assured: Ernst & Young U.S. LLP Policy No, ZZL0000059-06 Underwriters: North American Capacity Insurance Company Period: 12:01 a.m. February 15th, 2010 to 12:01 a.m. February 15th, 2011 Limit: US$1 ,000,000 each claim and in the aggregate Subject to the terms, conditions, exclusions and limitations of the Policy. This document is furnished as a matter of information only. The issuance of this document does not make the person or organization to whom it is issued an additional Assured, nor does it modify in any manner the contract of insurance between the Assured and the Underwriters. Any amendment, change or extension of such contract can only be effected by specific endorsement attached thereto. Aon Minet Inc. Date: June 25, 2010 Montreal, Quebec Per: '~C:ZJ1- Senior Vice President 2010VOI000039.doc Professions Practice I Minet Inc 700 de La GauchetiEne Street West I Suite 1800 I Montreal, Quebec, Canada H3B OAS t: 514-288-22731 f: 514-982-5175 w; aon.com