#09-5270 (E & Y CO #2) CHANGE ORDER
CHANGE ORDER NO.2 CONTRACT NO. 09-5270
BCC Date:_6/22/10
Agenda Item:_16J6
TO: Ernst&Young LLP
Attn: Gracelyn Hodge
5100 Town Center Circle
Suite 500
Boca Raton,FL 33486
Under our AGREEMENT dated June 22,2010
In accordance with Section 4 of the Agreement, you hereby are authorized and directed to make the
following change(s) in accordance with terms and conditions of the Agreement: Add Exhibit A, Payment
Milestones and Schedule for Auditing Services for Collier County for Fiscal Year 2012, herebly attached and
incorporated by reference.
FOR THE(Additive)Sum of: six hundred seven thousand dollars($607,000.00).
Original Agreement Amount $575,000.00
Sum of Previous Changes $662,250.00
This Change Order add $607.000.00
Present Agreement Amount $ L844.250.00
The time for completion shall be as per attached Exhibit A due to this Change Order. Your acceptance of
this Change Order shall constitute a modification to our Agreement and will be performed subject to all the
same terms and conditions as contained in our Agreement indicated above, as fully as if the same were repeated
in this acceptance. The adjustment, if any, to the Agreement shall constitute a full and final settlement of any
and all claims of the Auditor arising out of or related to the change set forth herein, including claims for impact
and delay costs.
Accepted: /l�' l� ,2012
CONTRACT R: OWNER: .
Ernst&Young LLP BOARD OF CO TY COMMISSIONERS
OF COLLIER COUNTY,FLORIDA
By: A, ... I_VIIIz�A// By: <
ft // / D lfe ohnssen
r4lect Manager
Gra elyn Hodge / ? pip/ Collier County Clerk of the Circuit Court
Type Name of Signator ` / I ,. /
By: r..ii1.1..4. ■ ,
rysta'i inzel
Director of Finance and Accounting
Collier County Clerk of the Circuit Court
PROCUREMENT STRATEGI
By: .„.._ .4,i,,,,_ ,,...a(.2 _9,f,--s-,)(--;)
Lyn . Wood
Date: -tel—te• ( t a...
•
ATTEST: - -r >> e, BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY FLORIDA
Dwight E. Br• k,Cleri
BY: 11>i ::� ��atAt BY:
Attest 11 to i TIMM '�i:�I Fred W. Coyle,Chairman
4i9nattre bat 11. .
Approved As To Form
and Legal Sufficienc .
r. -r.. 13il /1-e---e-i-- / .
Deputy County Attorney
Print Name: Scott Teach
09-5270–Annual Auditing Services 2
Change Order#1 –Page 2
Ms. Joanne Markiewicz [Month XX, 20XX]
Interim Purchasing/General Services Director
Collier County Government Center
3327 Tamiami Trail East
Naples, Florida 34112-4901
Ladies and Gentlemen:
We appreciate the opportunity to continue to provide services to Collier County, Florida during the
fiscal year ended September 30, 2012. This Addendum No. 2 to our Agreement dated June 22, 2010
and Amendment No. 1 dated May 17, 2011 documents our understanding of the fees for our Audit
Services. All other information as set forth in our Agreement #09-5270 and Addendum No. 1 dated
June 22, 2010 and May 17, 2011 respectively, remains current unless indicated otherwise in this
Addendum.
Fees and billings
The fee for our audit services for the fiscal year ending September 30, 2012 is as follows:
Total base fee: $607,000*
We will submit our invoices according to the attached billing schedule. Payment shall be made in
accordance with Chapter 218, Florida Statutes, also known as the "Local Government Prompt
Payment Act". Billings shall include detail of employees and hours worked during each billing
period.
*Should the number of the County's grant programs required to be audited as major exceed twenty
(20) programs, our fee for such additional major programs will be seven thousand, seven hundred
twenty-five dollars ($ 7,918.00) per program and the amount of the 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 Sheriff's Investigative Funds will be seven thousand, two hundred ten
dollars ($7,390.00) if the major grant programs exceed twenty (20); otherwise, the Sheriff's
Investigative Funds will be included under the major programs within the agreement, the amount of
the last billing to be adjusted accordingly by change order.
Amendment#2 to Agreement#09-5270
Collier County,Florida
Page 1 of 8
For any scope changes resulting from other additional services that may be requested by the County,
we will notify the County of the estimated hours in advance and provide a fee estimate for approval
by the County based on the additional audit effort required at the following billing rates:
Level Billing Rate
Partner $ 417
Senior Manager $ 295
Manager $ 238
Senior $ 174
Staff $ 132
Our estimated pricing and schedule of performance are based upon, among other things, our
preliminary review of the County's records and the representations County personnel have made to
us. Our estimates also are dependent upon the County's personnel providing a reasonable level of
assistance during the audit. Should our assumptions with respect to these matters be incorrect or
should the results of our procedures, condition of 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. 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 fees referred to above and will
be the subject of other written agreements.
We are expecting to complete the audits of the Constitutional Officers and issue the related reports by
December 20, 2012, and complete the audit of the Board of County Commissioners and issue our
report on the County's financial statements during February 2013, contingent upon timely receipt of
the client prepared financial information and financial statements as wells as related information from
third parties such as the receipt of legal letters and any third party reports.
Provisions to be incorporated into the Agreement
Audit responsibilities and limitations
We will conduct the audit in accordance with auditing standards generally accepted in the United
States, as established by the American Institute of Certified Public Accountants (the "AICPA"). Those
standards require that we obtain reasonable, rather than absolute, assurance that the financial
statements are free of material misstatement whether caused by error or fraud. As management 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, or illegal
acts. Accordingly, because of the inherent limitations of an audit, together with the inherent
limitations of internal control, an unavoidable risk exists that some material misstatements may not be
detected, even though the audit is properly planned and performed in accordance with auditing
Amendment#2 to Agreement#09-5270
Collier County,Florida
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standards generally accepted in the United States, as established by the AICPA. Also, an audit is not
designed to detect error or fraud that is immaterial to the financial statements.
Management's responsibilities and representations
The basic financial statements are the responsibility of management. Management also is responsible
for the design, implementation, and maintenance of internal control relevant to the preparation and
fair presentation of financial statements that are free from material misstatement, whether due to fraud
or error, for properly recording transactions in the accounting records, for safeguarding assets, and for
the overall fair presentation of the basic financial statements in accordance with U.S. generally
accepted accounting principles. Management also is responsible for the identification of, and for the
County's compliance with, laws and regulations applicable to its activities.
Management is responsible for providing us access to: all information of which management is aware
that is relevant to the Audit Services, such as records, documentation and other matters to complete
the Audit Services on a timely basis; additional information that we may request from management
for purposes of the audit; and unrestricted access to persons within the County from whom we
determine it necessary to obtain audit evidence. Management's failure to do so may cause us to delay
our report, modify our procedures, or even terminate the Audit Services.
As required by AICPA auditing standards, we will make specific inquiries of management about the
representations contained in the basic financial statements. AICPA auditing standards also require
that, at the conclusion of the audit, we obtain representation letters from certain members of
management about these matters and to represent that management has fulfilled its responsibilities as
set out in this Agreement, including that all material transactions have been recorded in the
accounting records and are reflected in the financial statements and unaudited interim financial
information. The responses to those inquiries, the written representations, and the results of our
procedures comprise evidence on which we will rely in forming an opinion on the basic financial
statements.
Management is responsible for the preparation of the supplementary information in accordance with
SAS 119. For any document that contains the supplementary information and indicates that we have
issued a report on the supplementary information, management will include the audit report on such
supplementary information. The supplementary information will be presented with the audited basic
financial statements. Management will make appropriate representations to us regarding these
matters.
Amendment#2 to Agreement#09-5270
Collier County,Florida
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Other matters
Terms and Conditions
From time to time, and depending on the circumstances, (1) we may subcontract portions of the Audit
Services to other EY Firms, who may deal with the County or its affiliates directly, although EY alone
will remain responsible to you for the Audit Services, and (2)personnel (including non-certified
public accountants) from an affiliate of EY or another EY Firm or any of their respective affiliates, or
from independent third-party service providers (including independent contractors), may participate
in providing the Audit Services. In addition, third-party service providers may perform services for
EY in connection with the Audit Services. Unless prohibited by applicable law, we may disclose
County Information to other EY Firms and their personnel who may collect, use, transfer, store or
otherwise process (collectively, "Process") it to facilitate performance of the Audit Services, to
comply with regulatory requirements, or for quality, risk management or financial accounting
purposes. Either EY or the County may use electronic media to correspond or transmit information
relating to the Audit Services, and such use will not, in itself, constitute a breach of any
confidentiality obligations.
Sole recourse
EY shall remain fully responsible for the Audit Services and for all of its other responsibilities,
covenants and obligations under this Agreement, notwithstanding that we may subcontract portions of
the Audit Services to other EY Firms or that other EY Firms may participate in the provision of the
Audit Services. The County may not make a claim or bring proceedings relating to the Audit Services
or otherwise under this Agreement against any other EY Firm and EY shall not contest its
responsibility for the Audit Services on the basis that any of them were performed by another EY
Firm. The County shall make any claim or bring proceedings only against EY. This paragraph is
intended to benefit the other EY Firms, which shall be entitled to enforce it. Each EY Firm is a
separate legal entity.
Terms and Conditions
We may Process County information that can be linked to specific individuals ("Personal Data"). We
may Process Personal Data in various jurisdictions in which EY and the other EY Firms (which are
listed at www.ey.com) operate to facilitate performance of the Audit Services, to comply with
regulatory requirements, to check conflicts or for quality, risk management or financial accounting
processes. We will Process the Personal Data in accordance with applicable law and professional
regulations, including, where applicable, the European Union Safe Harbor program of the U.S.
Department of Commerce, in which EY participates. We will require any service provider that
Processes Personal Data on our behalf to adhere to such requirements. If any County information is
protected health information under the Health Insurance Portability and Accountability Act, as
amended, this Agreement is deemed to incorporate all of the terms otherwise required to be included
Amendment#2 to Agreement#09-5270
Collier County,Florida
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in a business associate contract relating to such information. The County warrants that it has the
authority to provide the Personal Data to EY in connection with the performance of the Audit
Services and that the Personal Data provided to us has been Processed in accordance with applicable
law.
Choice of Law provision
This Agreement, and any non-contractual matters or obligations arising out of this Agreement or the
Audit Services, including (without limitation) claims arising in tort, fraud, under statute or otherwise
relating to the Audit Services, or questions relating to the scope or enforceability of this paragraph,
shall be governed by, and construed in accordance with, the laws of New York applicable to
agreements made, and fully to be performed, therein by residents thereof 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 EY or any of its
subcontractors or agents to the County or at the County's request, shall be resolved by mediation or
arbitration as set forth in the attachment to this Agreement, which is incorporated herein by reference.
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. This Agreement applies to all
Audit Services (as defined in paragraph 1), including any such services performed or begun before
the date of this Agreement.
Dispute resolution procedures
In deciding the dispute, the arbitration panel shall apply the limitations period that would be applied
by a court deciding the matter in the same jurisdiction, and shall have no power to decide the dispute
in any manner not consistent with such limitations period.
By your signature below, you confirm that the County, through its Board of Commissioners, has
authorized you to enter into this Addendum No. 2 to the Agreement No. 09-5270 and Addendum No.
1 dated June 22, 2010 and May 17, 2011, respectively on the County's behalf and that you have been
expressly authorized to execute this Addendum No. 2 on behalf of, and to bind, the County. In
addition, you confirm that management agrees to, acknowledges, and understands its responsibilities
as outlined in "Management's responsibilities and representations." Either EY or the County may
execute this Addendum No. 2 to the Agreement No. 09-5270 and Addendum No. 1 (and any
supplements or modifications hereto) by electronic means, and each of EY and the County may sign a
different copy of the same document.
EY appreciates the opportunity to be of assistance to the County. If this Addendum No. 2 to the
Agreement 09-5270 and Addendum No. 1 accurately reflects the terms on which the County has
Amendment#2 to Agreement#09-5270
Collier County,Florida
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agreed to engage EY, please sign below on behalf of the County and return it to Gracelyn Hodge,
Ernst&Young LLP, 5100 Town Center Circle, Suite 500, Boca Raton, Fl 33486.
Very truly yours,
Ernst&Young LLP
Agreed and accepted by:
Collier County, Florida
By:
Joanne Markiewicz
Interim Purchasing/General Services Director
•
Amendment#2 to Agreement#09-5270
Collier County,Florida
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Attachment: Basis of Compensation and Billing Schedule
1. For the Services provided for in the Agreement#09-5270,Addendum#1 and the related
Addendum#2 herein, the County agrees to make the lump sum payments to Auditor in
accordance with the terms stated below. Auditor will invoice the County in accordance with
the following Schedule, and payment shall be made in accordance with Chapter 218, Florida
Statutes, also known as the "Local Government Prompt Payment Act". Payment of any
particular line item noted below shall not be due until all services associated with any such
line item have been substantially completed to County's reasonable satisfaction.
2. Payments for Additional Services of Auditor will be in accordance with the terms outlined in
Article 4 of the Agreement#09-5270 and the related Addendum.
Amendment#2 to Agreement#09-5270
Collier County,Florida
Page 7 of 8
Task 1 Meet with executives and financial $ 25,000 Upon completion of all
July management to co-develop expectations. items associated with
Conduct planning meetings, develop detailed Task 1.
audit plan.Attend Audit Committee Planning
Meeting.
Task 2 Perform interim fieldwork(understanding and $ 120,000 $60,000 August;
August- testing of internal controls and systems). $60,000 September.
September Perform single audit planning and interim
single audit testing.
Task 3 Perform fieldwork for Constitutional Officers. $ 120,000 $75,000 November;
November- Review of Constitutional Financial Statements $45,000 December
December and conduct exit interviews on Constitutional
Statements December 1-15, 2012.
Task 4 Perform fieldwork for Board financial $ 120,000 Upon completion of all
December statement audit. Complete single audit update items associated with
testing and draft reports. Task 4.
Task 5 Complete Board fieldwork. The Clerk of $ 125,000 Upon completion of all
Courts oversees preparation of draft financial items associated with
statements, notes and required supplemental Task 5.
schedules and statistical data. First draft of
financial statements to auditors January 18,
2013. Second draft to auditors one week after
review.
Task 6 Issue opinion on Comprehensive Annual $ 97,000 Upon completion of all
February Financial Report (CAFR). Issue all other items associated with
required reports, including single audit. Task 6.
Present CAFR to the Board. Completion and
delivery of all other required reports, including
single audit and data collection reports on
February 26, 2013.
TOTAL FEE* (Total Items 1-6) $ 607,000
Amendment#2 to Agreement#09-5270
Collier County,Florida
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