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Backup Documents 06/22/2010 Item #16J 616,16 MEMORANDUM Date: July 9, 2010 To: Lyn Wood, Purchasing Contract Specialist From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract #09 -5270: Annual Auditing Services" Contractors: Ernst & Young LLP Enclosed is a copy for the contract change order, referenced above (Agenda Item #16J6), approved by the Board of County Commissioners on Tuesday, June 22, 2010. An original contract will be kept in the Minutes and Records Department as part of the Board's Official Records. If you should have any questions, please contact me at 252 -8411. Thank you. Enclosure (1) ITEM NO.: FILE N(Y--1-0-PRC -01630 ROUTE - DO NOT WRITE ABOVE THIS LINE DATE RECEIVED: I'M REQUEST FOR LEGAL SERVICES r> Date: July 7, 2010 To: Scott Teach Deputy County Attorney From: Lyn M. Wood, C.P.M., Contract Specialist Purchasing Department, Extension 2667 Re: Contract: 09 -5270 - "Annual Auditing Services" Contractor: Ernst & Young LLP BACKGROUND OF REQUEST: This contract was approved by the BCC on June 22, 2010, Agenda Item 16.J.6. /,,)v This item has been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. TO: FROM DATE: RE: MEMORANDUM Ray Carter Risk Management Department Lyn M. Wood, C.P.M., Contract Specialist Purchasing Department` July 6, 2010 16J6 Review Insurance for Contract: 09-5270-"Annual Auditing Services" Contractor: Ernst & Young LLP This Contract was approved by the BCC on June 22, 2010, Agenda Item 16.J.6. Please review the Insurance Certificates for the above referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, will you advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 2667. DATE RECEIVED JUI 07 2010 RISK MANAGEMEN 7/g fo mausen_a From: RaymondCarter Sent: Thursday, July 08, 2010 10:15 AM To: Lyn W ood Cc: DeLeonDiana; mausen_g; HerreraSandra Subject: Contract 09 -5270 "Annual Auditing Services" All, I have approved the certificate(s) of insurance provided by Ernst & Young LLP for contract 09 -5270. The contract will now be forwarded to the county attorney's office for their review. Thank you, Ray Manager Risk Finance Office 239 - 252 -8839 Cell 239 - 821 -9370 Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. CHECKLIST FOR REVIE`;'✓ING CONTRACTS Entity Name:_�'(�— _.\�� - -- Entity name correct on contract? �Yes No 1 {,� Entity registered with FL Sec. of State? Yes No Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ Products /Compl/Op Required $\ Personal & Advert Required $__ _ Each Occurrence Required $ Mi Fire/Prop Damage Required $ Automobile Liability \ / Bodily Inj & Prop Required $ 0 K— Workers Compensation th Each accident Required Disease Aggregate Required Disease Each Empl Required Umbrella Liabili es No es No es __. —No es No Provided $ '2 v %i ` Provided $ Provided Provided Provided $ rr t �P oyided $ l'fri L SpOKC = ttNitl Provided $ m; \- Provided $ _/ Provided $ =_ Exp. Date l Exp. Date __ Exp. Date_```��_.I / Exp. Date Exp. Date Exp Date _ Ex Date $/ �D Exp Date _ _'LLD Exp Date / ty Each Occurrence Provided $; 1 I Exp Date l t l ] Aggregate Provided $ �/ I Exp Date _ _ -• r Does Umbrella sufficiently cover any underinsured portion? Yes _ No Professional Liability Each Occurrence Required $ ih'�. _�_ I Provided $ Exp. Date Per Aggregate Required $ _ Provided $ Exp. Date Other Insurance Each Occur Required $ Provided $ County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? �f} es i/ Yes Yes __Yes Yes _ Exp Date No _No 0 No No Yes No Yes No Signature Blocks Correct executor name in signature block? s No Correct title of executor? s No Executor authorized to sign for entity? YY No Proper number of witnesses /notary ? /Ycs No Authorization for executor to sign, if necessary: of t ccLg d at s4pttxr�kt ___ Chairman's signature block? No Clerk's attestation signature block? _ No County Attorney's signature block? es No Attachments .Are all required attachments included? Yes No Reviewer Initials: Dalc t/ 04COA -Oi 03 % 22 www.sunbiz.org - Department of State Home Contact Us E- Filing Services Previous on List Next on List Return to List Filing History No Authority Info Partner Info Partnership Detail / Limited Liabilitv Partner,�hip Name ERNST & YOUNG LLP Principal Address 5 TIMES SQUARE NEW YORK, NY 10036 Change Date: 01/13/2010 Filina Information Document Number LLP960000079 FEI /EIN Number 133190189 File Date 04/3011996 State DE Total Pages 27 Pages in Original Filing 4 Florida Partners 44 Total Partners 1369 Status ACTIVE Effective Date NONE Expiration Date NONE Name History NONE Mailing Address ERNST & YOUNG LLP 200 PLAZA DRIVE, ATTN: M. OLIVER SECAMCUS, NJ 07094 Change Date: 01/13/2010 Registered Agent SUAREZ OSCAR 200 S. BISCAYNE BLVD. SUITE 3900 MIAMI, FL 331315313 Document Images 05/0211996 -- LLP 01/13/2010 -- LLP Status Reinstated LLP090004099 -- No image available 08/29/2008 -- UNIFORM BUS REP 04/20/2007 -- UNIFORM BUS REP ,View. imagjkil4PDF format Viewirnage InPDF format View imege in FORforrrfat I http: / /www. sunbiz.org /scripts /gendet. exe'? action = DETGENINAME &web_dir = %20 &web_... 7/8/2010 www.sunbiz.org - Department of State 10/09/2006 -- UNIFORM BUS REP 04/12/2005 -- UNIFORM BUS REP 03/18/2004 -- UNIFORM BUS REP 04/01/2003 -- UNIFORM BUS REP 04/19/2002 -- UNIFORM BUS REP 03/16/2001 — UNIFORM BUS REP 03/23/2000 -- UNIFORM BUS REP 03/18/1999 -- LLP Renewal 03/19/1998 -- LLP Renewal 10/09/1997 — LLP Renewal View image in -PDF format View image in POF formet View image in`PDF format View image in PDF format View image in PDF format View Image in PDF format View image in PDF format - View Inge in POF'format View image in PDF format View Image in PDf format View image in PDF format Note: This is not official record. See documents if question or conflict. Page 2 of 2 16J6 Previous on List Next on List Return to List IPartnership Name Search Filing History No Authority Info Partner Info No Name History Submit' I Ho mr 1 ( owart i, I ' .... ... nont 541r( h,; I f Filirm Services I Forms I help I COUVr nht a 111,1 P11Va(v Po it es State of Fioride, L@peiti➢PW. of Silt¢ http://www.sunbiz.org/ scripts /gendet.exe? action = DETGENINAME &web_dir = %20 &web ... 7/8/2010 MT -95 -07 15:12 16J6 6 FR01FRaoublic Services, Inc +054 780 2851 T -824 P.001 /DDI F -100 CIM71"CATB OF INCUMIMNCY AND AUTHORITY I. Rarmu S. Walker, do hereby certify punt (0 I am the Deputy General Counsel of Emu & Young LLP, a Delaware dratted liability pia tnershlp (`Uln; (iu) tlue Pennon whose name, tide and droature appear below bu, on the date of tics CaRtSute, a Partner of LLP; (lit) due sligm ne appeadog opposite his name is his geaaiue sipature; and (tv) be representative is duty authorized for and an behalf of LLP to execum and deliver the Ag mmend for Au&ft Services ("Agmemmt7 between LLP and Collier County. NAME OF AUTHORIZED TITLE OF AUTHORIZED SIGNATEM OF AUTHORIZED SIGNATORY SIGNATORY SIONATO nontas J. Bradley Partner IN WITNESS WHEREOF, I bave hereunto set my baud ttrhi�s 5,t- ,d"ay of Onabeeer,�20(0a7, Its su&odzed reprcemtative Name: Karon S. Wanted Tito: Deputy General Counsel Emu & Young UY 166 AGREEMENT #09 -5270 "Annual Auditing Services" THIS AGREEMENT, made and entered into on this 22+407 day of 2010, by and between Ernst & Young LLP, whose address is 5100 Town Center Circle, Suite 500, Boca Raton, Florida, 33486, hereinafter called the "Auditor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County ": WITNESSF.'TH: COMMENCEMENT. fhe Auditor shall commence the work upon execution of this Agreement and upon issuance of a Purchase Order. The initial contract shall be for a three (3) year period, commencing on .July 1, 2010 and terminating on June 30, 2013. The County, at its discretion, and with the consent of the Auditor, shall have the option to request renewal for two (2) additional one (1) year periods. 2. STATEMENT OF WORK. The Auditor shall provide Auditing Services for Collier County in accordance with the terms and conditions of this Agreement, incorporating all attachments and exhibits hereto. This Agreement will include auditing services for other County departments, as well as additional related services as required and mutually agreed upon by County and Auditor in writing. Additional services shall be evidenced by an Amendment to this Agreement. 3. SCHEDULE. The Auditor agrees to complete the services as required pursuant to this Agreement within the time period(s) established by mutual written agreement between Auditor and the Finance Director, or her designee, for completion of the various tasks of the project (see Exhibit C — Basis of Compensation and Schedule). 4. THE CON "TRACT SUM. The County shall pay the Auditor for the performance of this Agreement a maximum lump sum amount of five hundred seventy -five thousand dollars ($575,000.00) for the 2010 audit. This amount is based on the Auditor's proposal, subject to written Change Orders for the addition of seven thousand five hundred dollars ($7,500.00) each for the audit of major programs in excess of twenty (20), only as approved in advance by the County. Additionally. Auditor's fee to perform and issue a report on Agreed Upon Procedures related to the Sherift -s Investigative Funds will be $7,000 it the major grant programs exceed twenty (20), otherwise the Sheriff's Investigative Funds will be included under the major programs within the agreement. Payment for the subsequent audits, Years 2011 and 2012, and future audits, will be based on the lesser of the South Urban Consumer 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. The cost for auditing and additional related services for other County departments will be the result of mutual negotiation based on Agreement 09 -5270 Page I of 19 Annual Auditing Services I6J6 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 13: 5. COMPENSATION. Payments shall be made to the Auditor in accordance with Exhibit C — Basis of Compensation and Schedule, attached hereto and made a part hereof by reference. Payments shall be made not more frequently than once per month. Payment will be made upon receipt of a proper invoice and in compliance with Section 218, Florida Statutes, otherwise known as the "Local Government Prompt Payment Act ". Compensation for future year audits will be mutually agreed to by the County and the Auditor in writing. 6. NOTICES. All notices from the County to the Auditor shall be deemed duly served 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 if mailed, Faxed or emailed to the County to: Stephen Y. Carnet] Purchasing /General Services Director Collier County Government Center Purchasing Department — Purchasing Building 3301 Tamiami Trail, Fast Naples, Florida 34112 Telephone: 239 -252 -8407 Fax: 239 -252 -6584 Ismail: stevecarnell a)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 409 -5270 Annual Auditing Services Page 2 of 19 16v/6 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 lot payment of any and all taxes levied on the Auditor. In addition, the Auditor shall comply with all rules, regulations and Taws of' Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Auditor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Auditor. 9. NO IMPROPER USN:. 'fhe Auditor will not use, or suffer or permit any person to use in any manner whatsoever, county facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of' any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Auditor or if the County or its authorized representative shall deem any conduct on the part of the Auditor to be objectionable or improper, the County shall have the right to suspend the contract of the Auditor. Should the Auditor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty -four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. "fhe Auditor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Auditor be found to have failed to perform his services in a manner reasonably satisfactory to the County as per the requirements of this Agreement, the County may terminate said agreement for cause if the Auditor fails to cure such breach within fifteen (15) business days' notice of such breach; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. 'fhe County shall pay for all professional fees for Services and expenses incurred by the Auditor through the effective day of any termination, but Auditor shall not be entitled to any other or further recovery against County, including, but not limited to, anticipated fees or profits on Services not required to be performed. Auditor must mitigate all such costs to the greatest extent reasonably possible. 11. NO DISCRIMINATION. The Auditor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Auditor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. '['his shall include Premises and Operations; Independent Consultants; Products and Completed Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. Agreement 409 -5270 Annual Auditing Services Page 3 of 19 C. Automobile Liability: Coverage shall have minimum limits of $500,000. 1 6 J 6 1). Professional Liability: Coverage shall have minimum limits of$1,000,000. Special Requirements: Collier County shall be listed as the Certificate holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Auditor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date upon written request by County. '['here shall be a thirty (30) day notification to the County in the event of cancellation or modification from the amounts specified above of any stipulated insurance coverage. Auditor shall insure that all subconsultants comply with the same insurance requirements that he is required to meet. The same Auditor shall provide County with certificates of insurance meeting the required insurance provisions. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Auditor shall indemnify and hold 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 Auditor or anyone employed or utilized by the Auditor 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 - Auditor's Engagement better, Exhibit C — Basis of Compensation and Schedule, and Insurance Certificate. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this 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, Collier County Fthics 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 Agreement If09 -5270 Annual Auditing Services Page 4 of 19 1 6 J 6 contact with County staff for a specified period of lime; 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, REP, and /or quotes; and, c. immediate termination of any contract held by the individual and /or firm for cause. 18. IMMIGRATION LAW COMPLIANCE: lay executing and entering into this agreement, the Auditor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et scq. and regulations relating thereto, as either may be amended. Failure by the Auditor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. DISPUTE RESOLUTION: Except for a claim limited solely to seeking non - monetary or equitable relief, any dispute or claim arising out of or relating to the Auditing Services, this Agreement, or any other services provided by or on behalf of the Auditor or any of its subAuditors or agents to the County or at the County's request (including any matter involving any third party for whose benefit any such services are provided), shall be resolved by mediation or arbitration as set forth in Exhibit A - Dispute Resolution Procedures attached hereto and made a part hereof by reference. Judgment on any arbitration award may be entered in any court havingjurisdiction. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES: Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 21. AUTHORITY TO EXECUTE. By signing below, the parties confirm that the execution of this Agreement has been duly authorized by its respective entities and that the parties signing below are authorized to sign the agreement on behalf of such entity. 22. KEY PERSONNEL/PROJECT STAFFING: The proposer's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the 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 Schedule. Firm shall not change Key Personnel unless the following conditions are met: (I ) Proposed replacements have substantially the same or better qualifications and /or experience. (2) that the County is notified in writing as far in advance as possible. Firm shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. 'I he County retains final approval of proposed replacement personnel. Agreement 409 -5270 Annual Auditing Services Page 5 of 19 16J6 IN WITNESS WHEREOF, the Auditor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. y r �a:u' •.,: BOARD OF COUNTY COMMISSIONERS ATTEST >'' COLLIER COUNTY, FLORIDA Dwi h4 Bro,G_k, C1 @rk : ` By: �. a Fred W. Coyle, Chairman SOvl S �'L First Witness 511 v�, TType int witness nameT ck4v,cet Second Witness L v e i� p ye ,, TType /print witness nameT Approved as to form and legal suffitienjyjas to Collier County: C vnt� Atiprney 3e - k i w Print Name ERNST & YOUNG LLP Auditor By' Stgnature Agreement 409 -5270 Annual Auditing Services Page 6 of 19 _1'h o vl)a S g rad (eN , pa)-4n Pr Typed signature and title M n t e? Date Date -rf-=--t Rec4 L � Exhibit A Dispute Resolution Procedures Mediation 16J6 A party shall submit a dispute to mediation by written notice to the other party or parties. "fhe mediator shall be selected by the parties. If the parties cannot agree on a mediator, the International Institute for Conflict Prevention and Resolution ( "CPR ") shall designate a mediator at the request of a party. Any mediator must be acceptable to all parties and must confirm in writing that he or she is not, and will not become during the tern 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 if settlement discussion and shall therefore be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. File 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, if the parties agree to extend the mediation), the mediation shall terminate and the dispute shall be settled by arbitration. In addition, if a party initiates litigation, arbitration, or other binding dispute resolution process without initiating mediation, or before the mediation process has terminated, an opposing party may deem the mediation requirement to have been waived and may proceed with arbitration. Arbitration The arbitration will be conducted in accordance with the procedures in this document and the relevant rules as provided below as in effect on the date of the Agreement ( "Rules "), or such other rules and procedures as the parties may agree. In the event of a conflict, the provisions of this document will control. Every arbitration of a dispute involving an amount in controversy of five hundred thousand dollars ($500,000) or less shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). including the Expedited Procedures set forth below, by one arbitrator, to be selected in accordance with the Rules, who shall be independent, impartial and neutral with respect to the parties and the subject matter submitted for arbitration. A sole arbitrator shall have no power to award any amount in excess of live 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 live hundred thousand dollars ($500,000) (C%CILISIVe of interests, costs, and any attorneys fees that may be applicable). Such arbitration shall be conducted in accordance with the expedited procedures below. Every arbitration of a dispute involving an amount in controversy of more than five hundred thousand dollars ($500,000) shall be conducted in accordance with the Rules for Non - Administered Arbitration of CPR, by a panel of three arbitrators, to be selected in accordance with the screened selection process provided in the Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act and resolved by the arbitrator(s). No potential arbitrator may be appointed unless he or she has agreed in writing to these procedures and has confirmed in writing that he or she is not, and will not become during the term of the arbitration, an employee, partner, executive officer, director or substantial equity owner of any E &Y audit client. Agreement 409 -5270 Annual Auditing Services Page 7 of 19 16J6 The arbitrator or arbitration panel shall have no power to award non - monetary or equitable reIiefol'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 samejurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorised by the arbitration panel upon a showing ofsubstantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. 'fhe 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 fhe following additional procedures shall apply in the case of an arbitration held before a single arbitrator. E -1. Limitation on Extensions Except in extraordinary circumstances, the AAA or the arbitrator may grant a party no more than one seven -day extension of time to respond to the demand for arbitration or counterclaim as provided in Section R -4. E -2. Changes of Claim or Counterclaim A claim or counterclaim may be increased in amount, or a new or different claim or counterclaim added, upon the agreement of the other party, or the consent of the arbitrator. Alter 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 sinutltaneously submit to each party an identical list of five proposed arbitrators drawn front its National Roster from which one arbitrator shall be appointed. (b) 'fhe parties are encouraged to agree to an arbitrator front 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 front 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. Agreement 009 -5370 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 specified in Section R -17. 'file 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. F, -5. Exchange of Exhibits At least two business days prior to the hearing, the parties shall exchange copies of all exhibits they intend to submit at the hearing. The arbitrator shall resolve disputes concerning the exchange ofexhibits. E -6. Proceedings on Documents Where no party's claim exceeds ten thousand dollars ($10,000), exclusive of interest and arbitration costs, and other cases in which the parties agree, the dispute shall be resolved by submission of documents, unless any party requests an oral hearing, or the arbitrator determines that an oral hearing is necessary. The arbitrator shall establish a fair and equitable procedure for the submission of documents. E -7. Date, Time, and Place or Hearing In cases in which a hearing is to be held, the arbitrator shall set the date, lime, and place of the hearing, to be scheduled to take place within thirty (30) days of confirmation of the arbitrator's appointment. The AAA will notify the parties in advance of the hearing date. E -8. The Hearing (a) Generally, the hearing shall not exceed one day. Each party shall have equal opportunity to submit its proofs and complete its case. The arbitrator shall determine the order of the hearing, and may require further submission of documents within two days after the hearing. For good cause shown, the arbitrator may schedule additional hearings within seven business days after the initial day of hearings. (b) Generally, there will be no stenographic record. Any party desiring a stenographic record may arrange for one pursuant to the provisions of Section R-26. E -9. Time of Award Unless otherwise agreed by the parties, the award shall be rendered not later than fourteen (14) days from the date of the closing of the hearing or, if oral hearings have been waived, from the date of the AAA's transmittal of the final statements and proofs to the arbitrator. E -10. Arbitrator's Compensation Arbitrators will receive compensation at a rate to be suggested by the AAA regional office. Agreement #09 -5370 Annual Auditing Services Page 9 of 19 Exhibit B June 9, 2010 Collier County Board of County Commissions 3301 Tamiami "frail Last Naples, FL 34112 16 >J 6 Attention: Mr. Fred W. Coyle, Chairman of the Collier County Board of County Commissioners Commissioners: This will confirm the engagement of l?rust & Young 1.1.11 ( "we" or "E &Y ") to audit and report on the basic financial statements of the governmental activities, the business -type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information, which collectively comprise the basic financial statements of Collier County, Florida (the "County ") for the year ending September 30, 2010. We will also audit and report on the separate financial statements of the Constitutional Officers of the County and the County Water and Sewer District. The objective of our audit of the financial statements is to express opinions on the fairness, in all material respects, of the presentation of the basic financial statements for each applicable opinion unit in conformity with accounting principles generally accepted in the United States. We also will conduct an audit in accordance with the Single Audit Act Amendments of 1996, and the provisions of OMB Circular A -133 Audils of Slates, Local Governments and Non- Prgfit 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 accordance with OMB Circular A -133 and the Florida Single Audit, and other procedures we consider necessary to enable us to express an opinion on compliance for each major program and to render the required reports. 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 #09- 5270 "Annual Auditing Services" to which this engagement letter is attached, and Exhibits A through C, shall hereafter be referred to as the "Agreement'. We also will provide a report on internal control over financial reporting related to the financial statements and compliance with laws, regulations, and the provisions of contracts or grant agreements and other matters, noncompliance with which could have a material effect on the financial statements, as required by Governmeni Auditing Slanclur4ly. 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. 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 Agreement 409 -5270 Annual Auditing Services Page 10 of 19 16J6 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. ii. The A -133 and Florida Single Audit Act report on internal control and compliance is intended only for the information and use of the audit committee, management, specific legislative or regulatory bodies, federal and state awarding agencies, and, if applicable, pass - through entities and are not intended to be and should not be used by anyone other than these specified parties. iii. Report on compliance with Florida Statutes Section 29.008 and 29.0085 related to the certified statement of County Funded Court Related Functions. Should conditions not now anticipated preclude us from completing our audits and issuing our reports as contemplated by the preceding paragraphs, we will advise you and the Audit Committee or other equivalent group promptly and take such action as we deem reasonably appropriate, in good faith and will discuss such matter with you and the Audit Committee or other equivalent group promptly. Audit Responsibilities and Limitations We will conduct our audit of the basic financial statements in accordance with auditing standards generally accepted in the United States, as promulgated by the American Institute of Certified Public Accountants ( "AICPA "), and the standards for financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we obtain reasonable rather than absolute assurance that the basic financial statements for each opinion unit are free of material misstatement whether caused by error or fraud. As the County is aware, there are inherent limitations in the audit process, including, for example, selective testing and the possibility that collusion or forgery may preclude the detection of material error, fraud, and illegal acts. Accordingly, a material misstatement may remain undetected. Also, an audit is not designed to detect error or fraud that is immaterial to the basic financial statements. We will conduct our A -133 and Florida Single Audit Act audit in accordance with auditing standards promulgated by the AICPA, the standards for financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the Single Audit Act Amendments of 1996, OMB Circular A -133, "Audits of States, Local Governments, and Non - Profit Organizations," and Section 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 extent of our audit procedures, the County's internal control over financial reporting. This consideration will not be sufficient to enable its to provide assurance on internal control over financial reporting or to identify all significant deficiencies and material weaknesses. We will communicate in writing to management and to the Audit Committee or other equivalent group all significant deficiencies and material weaknesses identified during the audit of the County's financial statements, as well as any significant deficiencies and material weaknesses communicated to management and to the Audit Committee or other equivalent group in previous audits that have not yet been remediated. If we determine that there is evidence that fraud or possible illegal acts may have occurred, we will bring such matters to the attention of an appropriate level of management. If we become aware of fraud Agreement 009 -5270 Annual Auditing Services Page I I of 19 16J6 involving senior management or fraud (whether by senior management or other employees) that causes a material misstatement of the basic financial statements, we will report this matter directly to the Audit Committee or other equivalent group. We will determine that the Audit Committee or other equivalent group and appropriate members of management are adequately informed of illegal acts that come to our attention unless they are clearly inconsequential. In addition, we will inform the Audit Committee or other equivalent group and appropriate members of management of significant audit adjustments, material violations of contracts or grant agreements and material abuse noted during our audit procedures. We also may communicate other opportunities we observe for economies in or improved controls over the County's operations. As part of our engagement, we will apply certain limited procedures to the County's required supplementary information (RSI). RSI consists of Management's Discussion and Analysis, budgetary comparison schedules, pension and Other Post - Employment Benefits (OPF13) information and infrastructure information under modified approach reporting, as applicable. Those limited procedures will consist principally of inquiries of management regarding the methods of measurement and presentation of RSI, which management will affirm to us in its representation letter. However, we will not audit the information and will not express an opinion on it. Supplementary information other than RSI, such as combining and individual fund and nonmajor fund financial statements, introductory and statistical sections, also may accompany the County's basic Financial statements. We will subject all supplementary information that is financially oriented such as combining and individual fund and nonmajor fund financial statements to the audit procedures applied in our audit of the basic financial statements and render our opinion on whether that intormation 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 ol' 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 or state agency or the Comptroller General of the United States Government Accountability Office and provide copies upon their request. Audit documentation also will be made available upon request to appropriate auditors and reviewers. We shall promptly notify the County of any such request to review our audit documentation. An audit performed in accordance with Government Auditing Standards is not designed to detect violations of laws or regulations or provisions of contracts or grant agreements that do not have a direct and material effect on the financial statements or other financial data significant to the audit objectives. Because the 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 Audiling Slandards, we may be required to report fraud, illegal acts, violations of provisions of contracts or grant agreements and abuse directly to parties external to the County. Agreement 1109 -5370 Annual Auditing Services Page 12 of 19 In accordance with Government :l udiling 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 continent received daring the term of this Agreement. Our most recent peer review report, letter of comment, and our responses to the letter of comment have been previously provided to the County. We will provide future peer review reports to the County when available. Management's Responsibilities and Representations The basic financial statements are the responsibility of the County's management, which is also responsible for establishing and maintaining effective internal control, for properly recording transactions in the accounting records, for safeguarding assets, and for the overall fair presentation of the basic financial statements. Management of the County also is responsible for the identification of, and for the County's compliance with, laws and regulations and provisions of contracts and grant agreements applicable to its activities. Management is responsible for adjusting the basic financial statements to correct material misstatements and for affirming to us in its representation letter that the effects of any unrecorded audit differences accumulated by us during the current audit and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the basic financial statements taken as a whole. Management is responsible for apprising us of all allegations involving financial improprieties received by management or the Audit Committee or other equivalent group (regardless of the source or form and including, without limitation, allegations by "whistle- blowers "), and providing us full access to these allegations and any internal investigations of them, on a timely basis. Allegations of financial improprieties include allegations of manipulation of financial results by management or employees, misappropriation of assets by management or employees, intentional circumvention of' internal controls, inappropriate influence on related party transactions by related parties, intentionally misleading B &Y, or other allegations of illegal acts or fraud that could result in a misstatement of the financial statements or otherwise affect the financial reporting of the County. If the County limits the information otherwise available to us under this paragraph (based on the County's claims of attorney /client privilege, work product doctrine, or otherwise), the County will immediately inform us of the fact that certain information is being withheld from us. Any such withholding of 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 aflcct our ability to continue as the County's independent auditors. The County and we will disclose 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 Agreement #09 -5370 Annual Auditing Services Page 13 of 19 ,, ,1 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 Audiling Slandards: 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: • Complying with the requirements of Office of Management and Budget (OMB) Circular A -133, fludits of States, Local Governments, and Nun- Pro/il Oigani= alions and Section 215.97 Florida Statutes; Preparing the appropriate financial statements, including the schedule of expenditures of federal awards and state financial assistance, in accordance with OMB Circular A -133 and Section 215.97 Florida Statutes; • Establishing and maintaining effective internal control over compliance for federal and state programs that provides reasonable assurance that federal and state awards are being managed in compliance with laws, regulations, and the provisions of contracts or grant agreements that could have a material effect on each of its federal and state programs; Agreement 009 -5270 Annual Auditing Services Page 14 of 19 16J6 • Complying with laws, regulations, and the provisions of contracts and grant agreements related to each of its federal and state programs; • Following up and taking corrective action on audit findings, including preparing a summary schedule of prior audit findings and corrective action plans as required by OMB Circular A -133 and Section 215.97 Florida Statutes; • Submitting the reporting package to required recipients and the data collection form to the designated federal audit clearinghouse; and Communicating to E &Y any significant vendor relationships where the vendor is responsible for program compliance. Fees and Billings The fee for our audit services for the fiscal year ending September 30, 2010 is as follows: Total base fee $575,000* We will submit our invoices according to the schedule included as Exhibit C, Basis of Compensation and Schedule. Payment shall be made in accordance with Chapter 218, Florida Statutes, also known as the "I.ocal Government Prompt Payment Act." Billings shall include detail of employees and hours worked during each billing period. *Should the number of the County's grant programs required to be audited as major exceed twenty (20) programs, our fee for such additional major programs will be seven thousand five hundred dollars ($7,500.00) per program and the amount of the last billing will be adjusted accordingly by change order. Additionally, our fee to perform and issue a report on Agreed Upon Procedures related to the Sheriff's Investigative Funds will be seven thousand dollars ($7,000.00) if the major grant programs exceed twenty (20), otherwise the Sheriffs Investigative Funds will be included under the major programs within the agreement, the amount of the last billing to be adjusted accordingly by change order. For any scope changes resulting from other additional services that may be requested by the County, we will notify the County of the estimated hours in advance and provide a fee estimate for approval by the County based on the additional audit effort required at the following billing rates: Level Partner $ 395 Senior Manager $ 280 Manager $ 225 Senior $ 165 Staff $ 135 Our estimated fees and schedule of perfortnance are based upon, among other things, our preliminary review of the County's records, and the representations County personnel have made to us and are dependent upon the County's personnel providing a reasonable level of assistance. Should our Agreement 1009 -5270 Annual Auditing Services Page 15 of 19 16J6 assumptions with respect to these matters be incorrect or should the condition of the records, degree of cooperation, or other matters beyond our reasonable control require additional commitments by us beyond those upon which our estimated fees are based, we may adjust our fees and planned completion dates upon issuance of a written Change Order signed by E &Y and the County. In addition, fees for any special audit - related projects, such as proposed business combinations or research and /or consultation on special business or financial issues, will be billed separately from the audit fee referred to above and will be the subject of an amendment signed by F &Y and the County. In the event we are requested or authorized by the County or are required by government regulation, subpoena, or other legal process to produce our documents or our personnel as witnesses with respect to our engagements for the County, the County will, so long as we are not a party to the proceeding in which the information is sought, reimburse us for our professional time and expenses, as well as the reasonable fees and expense of our legal counsel, incurred in responding to such requests upon written Change Order signed by F. &Y and the County. I lourly rates and fees for subsequent years will be the lesser of the South Urban Consumer Price Index (CPI) based on the previous twelve (12) months or three percent (3 %). Other Matters From time to time, and depending upon the circumstances, personnel from any affiliate of E &Y, any other member of the global Ernst & Young network or any of their respective affiliates other than E &Y, and from independent third party service providers (including independent consultants), may participate in providing the Audit Services. The County shall not, during the 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 current or former partner, principal, or professional employee of E &Y, any affiliate thereof, or any other member of the global Ernst & Young network or any of their respective affiliates a) if such partner, principal, or professional employee has been involved in the 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 twelve (12) months preceding the audit report date for the immediately preceding fiscal year and b) unless such partner, principal, or professional employee does not influence E &Y's operations or financial policies and has no capital balances or any other financial arrangement with E &Y. Except for a claim limited solely to seeking non - monetary or equitable relic(', 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 subconsultants or agents to the County or at the County's request (including any matter involving any third party for whose benefit any such services are provided), shall be resolved by mediation or arbitration as set forth in the attachment to this Agreement. Judgment on any arbitration award may be entered in any court having jurisdiction. It' any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or part, the remaining portions of this Agreement shall remain in effect. Agreement 009 -5270 Annual Auditing Services Page 16 of 19 J ERNST & YOUNG l6Jb 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, io� f e"I UP Agreed and accepted by: Collier Cou ty By. �-� Fred W. Coyle Title: Chairman of the Collier County Board of County Commissioners f Date ATTEST: DwtAtt-'J."roek C ' ,,6tCou-trtts,C ..3L legal Print Name Agreement #09 -5270 Annual Auditing Services Page 17 of 19 Exhibit C Basis of Compensation and Schedule 16 J 6 For the Services provided for in this Agreement, County agrees to make the lump sum payments to Auditor in accordance with the terms stated below. Auditor will invoice the County in accordance with the following Schedule; and payment shall be made in accordance with Chapter 218. Florida Statutes, also known as the -Local Government Prompt Payment Act." Payment of any particular line item noted below shall not be due until all services associated with any such line item have been substantially completed to County's reasonable satisfaction. 2. Payments for Additional Services of Auditor will be in accordance with Article 4 of the Agreement. "task 1 Meet with executives and financial management to $5,000 Upon Completion of all items luly 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 testin . _ 'task 2 Significant completion of control testing, risk $120,000 Upon Completion of all items November assessments and audit planning. Constitutional associated with Task 2. Officer General Ledgers provided to the auditors. Begin performance of substantive testing of account balances. __ _ Task 3 Significant completion of fieldwork of $120.000 Upon Completion of all items November- Constitutional Officers. Review of Constitutional associated with Task 3. )ecember Financial Statements and conduct exit interviews on Constitutional Statements December 1 -15, 2010. Begin performance of substantive testing of account balances — Board of County Commissioners General Ledger provided December 15, 2010. Continue Single Audit te_stin __ Task 4 $150,000 Upon Completion of all items January Board financial statement audit significantly associated with "Cask 4. complete. Single Audit significantly complete The Clerk of Courts oversees preparation of draft financial statements, notes and required supplemental schedules and statistical data. First draft of financial statements to auditors January 21, 2011. First round of comments on initial level review provided to Finance January 28, 2011. Second drafl to auditors one week after review. Task 5 Issue opinion on Comprehensive Annual Financial $180.000 Upon completion of all items February Report (CAFR), including all Constitutional Officer associated with "task 5. Agreement 409 -5270 Annual Auditing Services Page 18 of 19 X76 I6 reports. issue all other required reports, including Present Single Audit. Present CAPR to the Board February 22, 2011. Completion and delivery of all other required reports, including Single Audit. Data Collection reports February 28, 2011. * __ _ TOTAL. FFF* (Total Items t- 5 w ,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 live hundred dollars ($7,500.00) per program and the amount of the last billing will be adjusted accordingly by written Change Order signed by the parties. Additionally, our fee to perform and issue a report on Agreed Upon Procedures related to the Sherift's Investigative Funds will be seven thousand dollars ($7,000.00) and the amount of the last billing will be adjusted accordingly by written Change Order signed by the parties should the number of major programs exceed twenty (20). This schedule of performance is based upon the County's personnel providing a reasonable level of client assistance as well the County's records being reasonably maintained. Should the Auditor's assumptions with respect to the condition of the records, degree of cooperation, or other matters beyond Auditor's reasonable control require additional commitments by Auditor beyond those upon which this schedule is based, Auditor reserves the right to adjust planned completion dates with the County in writing. Agreement 1409 -5270 Annual Auditing Services Page 19 of 19 16J6 .e -4�? 16J6 Attachment to ACORD Certificate far 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. INSURED Ernst & Young LLP Atrn.: Mark Altberg 200 Plaza Drive Secaucus NJ 07094 -3699 USA INSURER F Pacific Indemnity Co 20346 INSURER G American Guarantee & Liability Ins Co 26247 INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR LM ADD'L NSRD TYPE OF INSURANCE POLICY NUMBER POLICY DESCRIPTION POLICY EFFECTIVE DATE POLICY EXPIRATION DATE LIMITS WORKERS COMPENSATION G wc4288826 workers Compensation -WI 8/01/2009 08/01/2010 A WC4288823 Workers compensation -OR 8/01/2009 08/01/2010 A WC4288822 Workers Compensation -CA 8/01/2009 08/01/2010 0 WC4288828 workers compensation-TX 8/01/2009 08/01/2010 A WC4289829 Workers Compensation -MA 8/01/2009 08/01/2010 DESCRIPTION OF OPERATIONS /LOCAT IONSNEHICLCS/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate No : 570039297559 AONGLOBAL 66 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. Date: June 25, 2010 Montreal, Quebec 2010VO1000039.doc Aon Minet Inc. Per: Senior Vice President Professions Practice I Minet Inc. 700 de La Gaucheliere Street West I Suite 1800 1 Montreal, Quebec, Canada H38 OAS t: 514- 288 -22731 f: 514- 982 -5175 w: aon.com