HomeMy WebLinkAboutDocumentation_Audit_Tab 03_01/22/2009VILLAGE OF TEQUESTA
REQUEST FOR PROPOSALS
ANNUAL INDEPENDENT AUDIT SERVICES
RFP # FIN 01-09
1. INTRODUCTION
The Village of Tequesta requests proposals from qualified firms of certified public
accountants to audit its financial statements for a term of three (3) years with renewals
possible, beginning with the fiscal year ending September 30, 2009. These audits are
to be performed in accordance with generally accepted auditing standards, the
standards set forth for financial audits in the US General Accounting Office's (GAO)
Government Auditing Standards, the provisions of the Federal Single Audit Act of 1996
and the US Office of Management and Budget (OMB) Circular A-133, Audits of State,
Local Governments, and Nonprofits, and the Rules of the Auditor General of the State
of Florida, as amended from time to time. The option to renew at the end of the third
year is subject approval of the Village Council.
To be considered, one (1) unbound original and six (6) copies of the proposal must be
received by the Village of Tequesta, Village Clerk's Office, 345 Tequesta Drive,
Tequesta, FL 33469 by 2:00 p.m. on Friday, May 8, 2009. Responses shall be
submitted in sealed envelopes and clearly identified as "PROPOSAL FOR ANNUAL
INDEPENDENT AUDIT SERVICES" and reference RFP # FIN 01-09 on the outside of
the envelope. The Village of Tequesta reserves the right to reject any or all proposals
submitted. During the evaluation process, additional information or clarifications from
proposers may be required.
RFP Timetable
• Issue Date of RFP -April 1, 2009
• Proposal Due Date -May 8, 2009 - 2:00 p.m.
• Proposal Evaluations -May/June 2009
• Proposed Village Council Award Date -July 9, 2009 at Village Council Meeting
• Proposed contract approval by Village Council -August 13, 2009
• Proposed Start Date -work schedule is set forth at Section 4
• Final audit to be presented to Council at Village Council Meeting -March 12,
2010
2. Nature of Services Required
A. Scope of Work to be Pertormed
The Village of Tequesta desires the auditor to express an opinion on the fair
presentation of its basic financial statements in conformity with accounting
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Audit Services RFP
principles generally accepted in the United States of America and the financial
reporting requirements of Governmental Accounting Standards Board No. 34,
"Basic Financial Statements -and Management's Discussion and Analysis for
State and Local Governments."
The auditor is not required to audit the combining and individual fund and
account group financial statements and supporting schedules. However, the
auditor is required to provide an "in-relation-to" report on the combining and
individual fund financial statements and supporting schedules based on auditing
procedures applied during the audit of the basic financial statements. The
auditor is not required to audit the statistical section of the report.
The auditor shall also be responsible for performing certain limited procedures
involving required Management's Discussion and Analysis and the required
supplementary information required by the Governmental Accounting Standards
Board (GASB) as mandated by generally accepted auditing standards.
The auditor is not required to audit the schedule of Federal and State financial
assistance. However, the auditor is to provide an "in-relation-to" report on the
supplemental information as well, based on the auditing procedures applied
during the audit of the financial statements.
The auditor shall provide all opinions required by the Auditor General and State,
Federal, and local grantors associated with the annual financial report and as
necessary for grant compliance.
The Village of Tequesta intends to implement GASB Statement No. 45,
"Accounting and Financial Reporting by Employers for Postemployment Benefits
Other Than Pensions" for fiscal year ending September 30, 2009.
The auditor may be requested to perform other auditing services at the discretion
of the Village. Any such additional work agreed to between the Village of
Tequesta and the firm shall be performed only upon a written agreement.
B. Reports to be Issued
1. A report on the fair presentation of the basic financial statements as
a whole, in conformity with accounting principles generally
accepted in the U.S.
2. A report on the internal control structure based on the auditor's
understanding of the control structure and assessment of control
risk.
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3. A report on compliance with laws and regulations.
4. A "management letter" required by Section 218.39(4), Florida
Statutes (2008).
5. Reports required by the Single Audit Act of 1996 and OMB Circular
A-133 to include:
a. An "in-relation-to" report on the schedules of Federal and
State Financial assistance.
b. An opinion on the financial statements and on the
supplementary schedule of expenditures of Federal awards.
c. A report on compliance and on internal control over financial
reporting based on an audit of financial statements
performed in accordance with Government Auditing
Standards.
d. A report on compliance with requirements applicable to each
major program and on internal control over compliance in
accordance with OMB Circular A-133.
e. A schedule of findings and questioned costs.
f. A report on compliance with requirements applicable to State
grants and aids appropriations.
g. A written report of all irregularities and illegal acts of which
the Auditor becomes aware, to be submitted to the Director
of Finance, Village Manager and Village Council, as
appropriate.
h. A signed audit report to be submitted to the Village
constituting a fair presentation of the financial statements in
conformity with accounting principles generally accepted in
the United States of America no later than February 27,
2010, for the previous fiscal year ending September 30,
2009 along with the required reports on internal control
structure and compliance with laws and regulations.
Note: Use of the audited financial statements, opinions or any of
the above named reports will not result in additional
compensation unless their use requires additional
certification or services on the part of the firm.
C. Special Considerations
1. The Village of Tequesta was awarded Certificate of Achievement
for Excellence in Financial Reporting by the GFOA for the CAFR's
for fiscal years 1982-2007. The CAFR for the most fiscal year is
currently being evaluated by the GFOA. The auditor shall review
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the CAFR for fiscal years ending September 30, 2009, 2010 and
2011 to determine its compliance with Certificate of Achievement
program guidelines.
2. The schedules of Federal and State financial assistance and
related auditor's report, as well as the reports on the internal control
structure and compliance, are to be issued in conjunction with the
Comprehensive Annual Financial Report.
3. The Village may, during the period of this contract, prepare one or
more official statements in connection with the sale of debt
securities, which will contain the basic financial statements and the
auditor's report thereon.
D. Working Paper Retention and Access to Working Papers
All working papers and reports must be retained at the auditor's expense
for a minimum of three years, unless the firm is notified in writing by the
Village of Tequesta of the need to extend the retention period. The
auditor will be required to make working papers available, upon request by
the Village Council, Village Manager or Director of Finance or her
designee. In addition, the Auditor shall respond to the reasonable
inquiries of successor auditors and allow successor auditors to review
working papers relating to matters of continuing accounting significance.
3.
Description of the Village
A. Background Information
The Village of Tequesta, Florida is a municipal corporation of the State of Florida,
incorporated in 1957. The Village operates as aCouncil-Manager form of
government and provides general municipal services such as recreation, public
works, cultural events and general administrative services. The Village has 85 full
time employees. The population for 2007 was 5,864.
B. Contact Person
The auditor's principal contact with the Village of Tequesta will be JoAnn
Forsythe, CPA, Director of Finance, or a designee, who will coordinate the
assistance to be provided by the Village to the auditor.
C. Fund Structure
The Village of Tequesta uses the following fund types and account groups in its
financial reporting:
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Fund Type Subfund Type
Governmental Funds • General
• Capitallmprovement
• Capital Projects
Special Revenue Funds • IBR (Fund closed 12/08)
• Special Law Enforcement Trust
Proprietary Funds Water Utility
• Refuse and Recycling
• Stormwater
Fiduciary Funds Firefighters' Pension Trust
• Police Officers' Pension Trust
• General Employees' Pension
Trust
The number of sub-funds may be increased or decreased depending upon the
Village's requirements.
D. Financial Summary
The Village of Tequesta has a population of 5,864 residents, 84 full time
employees with an annual budget of $14,078,226.
E. Basis of Accounting
All Governmental Funds are reported using the current financial resources
measurement focus and the modified accrual basis of accounting. All Proprietary
and Pension Trust Funds are accounted for using the economic resources
measurement focus and the accrual basis of accounting.
F. Description of the Finance Department
The Finance Department is headed by the Finance Director JoAnn Forsythe and
consists of the following four employees in addition to the finance director: an
accounting supervisor/pension accountant, an accountant, budget
coordinator/payroll specialist, and an accounts payable clerk. The uti{ity division
within the finance department consists of two employees: a customer service
supervisor and a customer service clerk. The customer service representatives
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are responsible for the monthly billing and collection of approximately 5,000
water accounts as well preparing and issuing work orders, opening and closing
accounts, preparing variance reports and and tracking production. In addition the
customer service reps receive, record and deposit revenue from various other
departments, including police, fire, community development and parks and
recreation.
G. Computer System
The Village's financial application software is provided by FundBalance. The
Village employs afull-time IT position.
4. Time Requirements
A. Date Audit May Commence
The Village of Tequesta will have all necessary Finance Management personnel
available to meet with the Audit firm's personnel upon execution of the auditor's
contract. The actual audit may commence immediately after September 30,
2009. The work schedule is set forth below.
B. Schedule for FY 2009 Audit
Each of the following shall be completed by the auditor no later than the dates
indicated unless special arrangements have been made.
1. Interim Work
The auditor may commence interim work upon execution of the contract
with the Village and shall complete all interim work by September 21,
2009.
2. Detailed Audit Plan
The auditor shall work with the Finance staff to develop a detailed audit
plan by SeptemberL1, 2009, which shall include a final list of all schedules
to be prepared by Village staff before field work begins.
3. Field Work
Field work will commence January 11 to and be completed by
January 29tH
4. Draft Reports
The Village understands that ultimate responsibility for the financial
statements rests with them. With that said, the auditor agrees to prepare
all required financial statements with accompanying notes and disclosures
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to be presented with the audit reports and recommendations to the Village
in draft form to review by February 15tH
5. Final Reports
The auditor shall present bound Comprehensive Annual Financial
Statements in accordance with the Certificate of Achievement for
Excellence in Financial Reporting to the Village Council at their regular
meeting the second Thursday in March.
C. Conference and Progress Reports
At a minimum, the following conferences are expected to be held with the
auditor's field supervisor by the dates indicated:
1. Entrance conference with the Director of Finance: immediately after
Village's execution of the contract.
2. Progress conferences with the Director of Finance or her designee: once
a month from September through February of the years under contract.
3. Exit conference with the Village Manager and Director of Finance on
no later than the last working day in February.
4. Presentation to the Village Council: March 12, 2010.
5. Assistance to be Provided to the Auditor and Resort Preparation
A. Accounting Division and Clerical Assistance
The Accounting staff and responsible management personnel will be available
during the audit to assist the firm by providing information, documentation, and
reasonable explanations.
B. Accommodations
The Village of Tequesta will provide the auditor with reasonable work space,
tables and chairs. The auditor will also be provided with access to one telephone
line, photocopying facilities, FAX machines, and access to network a-mail for
audit related communications and transmission of files.
C. Report Preparation
The audit firm will be responsible for the preparation and printing of the
Comprehensive Annual Financial .Report. The Village accepts full responsibility
for the financial statements and for the distribution of the Comprehensive Annual
Report.
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5. Proposal RegUirements
A. Inquiries
Inquiries concerning this Request for Proposal shall be emailed to the attention of
the Finance Director at jforsythet~teguesta.orq or her assigned designee.
Answers will be provided to all firms issued a Request for Proposal and will be
available for review by any interested party. Any addenda necessitated by
inquiries shall be submitted to all firms who received a Request for Proposal.
Contact with any other representative of the Village of Tequesta without the
consent of the Finance Director may be grounds for elimination from the auditor
selection process.
B. Submission of Proposals
The following material is required to be received by 2:00 p.m. on Friday, May 8,
2009, for a proposing firm to be considered:
1. Twelve copies of the proposal to include the following:
a. Title Page: Title page marked "Proposal for Annual Independent
Audit Services", the firm's name; the name, address, telephone
number and a-mail address of a contact person; and the date of the
proposal.
b. Table of Contents
c. Transmittal Letter: A signed letter of transmittal briefly stating the
proposer's understanding of the work to be done, the commitment
to perform the work within the time period, and statements why the
firm believes itself to be best qualified to perform the engagement.
d. Technical Proposal: This technical proposal should follow the order
set forth in Section 5-C of this Request for Proposal.
e. Statement acknowledging receipt of each addendum issued by the
Village, if any.
C. Technical Proposal
1. General Requirements
The purpose of the technical proposal is to demonstrate the qualifications,
competence and capability of the firms seeking to undertake an
independent audit of the Village of Tequesta in conformity with the
requirements of this Request for Proposal. The technical proposal should
demonstrate the qualifications of the firm and of the particular staff to be
assigned by this engagement. It should also specify an audit approach
that will meet the Request for Proposal requirements. Although additional
data may be included, the following items must be presented as they
represent the criteria against which the proposal will be evaluated.
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2. Independence
The firm should provide an affirmative statement that it is independent of
the Village of Tequesta as defined by generally accepted auditing
standards. The firm should also list and describe any relationships
involving the Village of Tequesta for the past five years.
In addition, the firm shall give the Village of Tequesta written notice any
professional relationships entered during the period of this agreement.
a. License to Practice in the State of Florida
An affirmative statement should be included indicating that the firm
and all assigned key professional staff are properly registered to
practice in the State of Florida.
b. Firm Qualifications and Experience
The proposal should state the size of the firm, the size of the firm's
governmental audit staff, the location of the office from which the
work on this engagement is to be performed and the number and
nature of the professional staff to be employed in this engagement
on a full-time basis and the number and nature of the staff to be
employed on a part-time basis.
If the proposer is a joint venture or consortium, the qualifications of
each firm comprising the joint venture or consortium should be
separately identified and the firm that is to serve as the principal
auditor should be noted.
The firm is required to submit a copy of the report on its most
recent external quality control review, the letter of comments, and a
statement as to whether that quality control review included a
review of specific governmental engagements.
c. The firm shall provide information on the results of any Federal or
State desk reviews or field reviews of its audits during the past
three years. In addition, the firm shall provide information on the
circumstances and status of any disciplinary action taken or
pending against the firm during the past three years with State
regulatory bodies or professional organizations.
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d. Partner, Supervisory and Staff /Qualifications and Expertise
The firm should identify the staff to be assigned to the engagement
and indicate whether each such person is registered to practice as
a Certified Public Accountant in the State of Florida. The firm
should provide as much information as possible regarding the
number, qualifications, experience and training, including relevant
continuing professional education of the specific staff to be
assigned to this engagement, the number of years of local
government audit experience, and experience as it relates to the
latest GASB pronouncements, specifically implementation of GASB
Statement No. 45.
e. Similar Engagement with Other Government Entities
The proposal should list the most significant engagements
performed in the last five years that are similar to the engagement
described in this Request for Proposal. Indicate the scope of work,
engagement partners, total hours, and the name and telephone
number of the principal client contact. Identify all current
government clients and their fiscal year end date. Identify all
government clients for which you will be engaged as auditor for the
fiscal year ended September 30, 2008. Provide the number of
funds maintained by and the total revenues of the client for the
most recent fiscal year audited.
f. Specific Audit Approach
The proposal should set forth a work plan, including an explanation
of the audit methodology to be followed to perform the services,
required in Section 2 of this Request for Proposal. Proposers will
be required to provide the following information on their audit
approach:
i. Proposed segmentation of the engagement.
ii. Level of staff and number of hours to be assigned to each
proposed segment of the engagement.
iii. Sample sizes and the extent to which statistical sampling is
to be used in the engagement.
iv. Type and extent of analytical procedures to be used in the
engagement.
v. Approach to be taken to gain and document an
understanding of the Village of Tequesta's internal control
structure.
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vi. Approach to be taken in determining laws and regulations
that will be subject to audit test work.
vii. Approach to be taken in drawing audit samples for purposes
of tests of compliance.
g. Identification of Anticipated Potential Audit Problems
The proposal should identify and describe any anticipated potential
audit problems, the firm's approach to resolving these problems
and any special assistance that will be requested from the Village
of Tequesta.
h. Report Format
The proposal should include sample products for all reports
required for compliance with Federal, State and Auditor General
rules and requirements for the most recent fiscal year audited.
Include actual reports of reportable, non-reportable, material and
non-material weaknesses as reported in municipal audits
performed by the firm in the past three years.
Noncompliance with Proposal Specifications
The proposal should identify each specific incident of
noncompliance with the Request for Proposal's specifications.
D. Fees
1. Total All-Inclusive Maximum Price
The proposal should contain all pricing information relative to performing
the audit engagement as described in this Request for Proposal. The total
all-inclusive maximum price t~ is to contain all direct and indirect costs
including all out-of-pocket expenses.
The audit firm shall provide a truth in negotiations certificate stating that
the fees, rates and costs proposed are accurate and complete. The
certificate shall express the audit firm's understanding that if the proposal
is accepted, the fees will not increase over the agreed upon contractual
amount for the entire contract term, regardless of changes in accounting
principles, or State and Federal laws, rules and requirements associated
with the annual financial report.
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The Village of Tequesta will not be responsible for expenses incurred in
preparing and submitting the proposal. Such costs should not be included
in the proposal.
2. Rates by Partner, Specialist, Supervisory and Staff Level Times
Hours Anticipated for Each
The proposal should include a schedule of professional fees and
expenses that supports the total all-inclusive maximum price. The cost of
special services should be disclosed as separate components of the total
all-inclusive maximum price.
3. Out-of-pocket Expenses Included in the Total All-Inclusive Maximum
Price and Reimbursement Rates:
Out-of-pocket expenses for firm personnel (e.g. travel, lodging, and
subsistence) will be reimbursed at the rates used by the Village of
Tequesta for its employees. All expense reimbursements will be charged
against the total all-inclusive maximum price submitted by the firm. In
addition, a statement must be included in the proposal that the firm will
accept reimbursement for travel, lodging and subsistence at the prevailing
Village of Tequesta rates for its employees.
4. Manner of Payment
Progress payments will be made on the basis of hours of work completed
during the course of the engagement and out-of-pocket expenses incurred
in accordance with the firm's dollar cost bid proposal. Interim billing shall
cover a period of not less than a calendar month.
5. Annual Fees
The fee proposed for each year of the engagement should be separately
stated for each fiscal year end (FY 2009, 2010 and 2011).
7. Proposal Evaluation
The Village Council has designated an Audit Committee and the proposals will be
evaluated by the Audit Committee. The Audit Committee will rank the proposals based
on the criteria listed below and select no fewer than three firms. If fewer than three
firms respond to the Request for Proposal, the committee shall recommend such firms
as it deems the most highly qualified.
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A. Mandatory Elements
1. The audit firm is independent and licensed to practice in the State of
Florida.
2. The audit firm's professional personnel have received adequate continuing
professional education within the preceding two years.
3. The firm submits a copy of its most recent external quality control review
report and the firm has a record of quality audit work.
4. The firm adheres to the instructions in this Request for Proposal on
preparing and submitting the proposal.
B. Technical Qualifications
1. Expertise and Experience (50 points)
a. The firm's past experience and performance on comparable
government engagements.
b. The quality of the firm's professional personnel to be assigned to
the engagement and the quality of the firm's management support
personnel to be available for technical consultation.
c. The firm's past experience and performance with Single Audits and
tests of compliance with laws and regulations.
d. Ability to perform additional services and provide technical support
throughout the period of the engagement.
2. Audit Approach (30 points)
a. Adequacy of proposed staffing plan for various segments of the
engagement, including supervision and involvement of experienced
personnel.
b. Adequacy of audit work plan and sampling technique.
c. Adequacy of analytical and substantive procedures.
d. Adequacy of study and evaluation of internal accounting and
administrative controls.
3. Fees (20 points)
COST WILL NOT BE THE PRIMARY FACTOR IN SELECTION OF AN AUDIT FIRM
C. Oral Presentation Optional
After evaluating the proposals, the Audit Committee shall develop a short list of
three audit firms, which may be invited to make an oral presentation of the firm's
qualifications to include, but not be limited to:
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1. Ability of professional personnel
2. Willingness to meet time requirements
3. Expertise and experience in municipal audits
4. Past pertormances
5. Current and projected workloads
D. Audit Firm Recommendations
After hearing the oral presentations, if any, the Audit Committee shall rank the
firms with number one being the highest score. The firm with the most number
one votes shall be the top ranked firm. In the case of a tie for first place, the firm
with the lowest total score shall be the top ranked firm. The remaining firms shall
be ranked based on their total scores and submitted to the Village Council for
consideration.
E. Contract Negotiations
The Village Council shall select the firm they believe would fill the needs of the
Village and authorize the ViNage Manager to negotiate a written contract with the
selected firm. The purpose of the contract negotiation is to specify the details of
the audit engagement as required by 218.391(7), Florida Statutes. The fee shall
not exceed the amount initially proposed. If the Village Manager cannot
negotiate a satisfactory contract, then negotiations with the top ranked firm shall
be terminated and the Village Manager shall negotiate with the second ranked
firm and so on until a satisfactory contract is negotiated.
F. Contract Approval
The contract shall be submitted to the Village Council for approval.
G. Access to Governmental Procedures
The Audit Committee meetings and proceedings are open to the public.
8. Terms and Conditions
A. The Village of Tequesta reserves the right without prejudice to reject any or all
proposals, to request clarification of information submitted, and to request
additional information of one or more proposers.
B. The Village reserves the right to award the contract to the next most qualified firm
if the successful firm fails to execute a contract within two weeks after the award.
C. In accordance with Federal, State and Local regulations, the firm shall not
discriminate under the contract against any person.
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D. The firm shall not assign or transfer any interest in the contract without prior
approval of the Village Council.
E. The Village reserves the right to terminate the contract at any time.
F. Submission of a proposal indicates acceptance by the firm of the conditions
contained in this Request for Proposal unless clearly and specifically noted in the
proposal submitted and confirmed in the contract between the Village of
Tequesta and the firm selected.
9. Insurance
A. Before execution of the contract by the Village and commencement of the
operations and/or services to be provided, and during the duration of the
contract, the Auditor shall file with the Village current certificates of all required
insurance on forms acceptable to the Village, with the Certificate Holder listed as
the Village of Tequesta, Florida, which shall include the following provisions:
1. All insurance policies shall be issued by companies authorized to do
business under the laws of the State of Florida and acceptable to the
Village.
2. The Certificates shall clearly indicate that the Auditor has obtained
insurance of the type, amount, and classification as required for strict
compliance with this insurance section.
3. No material change or cancellation of the insurance shall be effective
without thirty (30) days prior written notice to the Village.
B. The Auditor shall require and ensure that each of its subcontractors providing
services hereunder (if any) procures and maintains, until the completion of the
services, insurance of the types and to the limits specified herein.
C. Coverage's Required
1. Worker's Compensation - The Auditor shall provide coverage for its
employees with statutory workers' compensation limits, and no less than
$100,000 for Employers' Liability. Said coverage shall include a waiver of
subrogation in favor of the Village and it's agents, employees and officials.
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2. Commercial General Liability -The Auditor shall provide coverage for all
operations including, but not limited to Contractual, Products and
Completed Operations, and Personal Injury. The limits shall be not less
than $1,000,000 per occurrence, Combined Single Limits (CSL) or its
equivalent. The General Aggregate limit shall either apply separately to
this Contractor or shall be at least twice the required occurrence limit.
3. Professional Liability (Errors and Omissions) or Medical Malpractice, as
applicable -The vendor shall provide coverage for all claims arising out of
the services performed with limits not less than $1;000,000 per claim. The
aggregate limit shall either apply separately to this contract or shall be at
least twice the required per claim limit.
4. The Village shall be specifically included as an additional insured to the
above policies, and insurer shall agree to waive all rights of subrogation
against the Village, its officers, officials, employees and volunteers for
losses arising from work performed by the Auditor for the Village.
D. All such insurance required by the Auditor shall be primary to, and not contribute
with, any insurance or self-insurance maintained by the Village.
E. Any exceptions to the insurance requirements in this section must be approved in
writing by the Village.
F. Compliance with these insurance requirements shall not relieve or limit the
Auditor's liabilities and obligations under this contract. Failure of the Village to
demand such certificate or other evidence of full compliance with these insurance
requirements or failure of the Village to identify a deficiency from evidence
provided will not be construed as a waiver of the Auditor's obligation to maintain
such insurance.
10. Indemnification
If there are any claims for damages attributable to the negligence, errors or omissions of
the Auditor, their agents or employees while providing the services called for herein, it is
understood and agreed the Auditor shall indemnify and hold harmless the Village from
any and all such losses, costs, liability, damages and expenses arising out of such
claims or litigation asserted as a result hereof. However, the Auditor shall not be
responsible for acts or omissions of the Village, its agents or employees, or of third
parties, which result in bodily injury to persons or property.
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11. Successors and Assigns
The Village and the Auditor each binds itself and its partners, successors, executors,
administrators, and assigns to the other party of this contract and to the partners,
successors, executors, administrators and assigns of such other party, in respect to all
covenants of this contract. Except as above, neither the Village nor the Auditor shall
assign, sublet, convey or transfer its interest in this contract without the written consent
of the other. Nothing herein shall be construed as creating any personal liability on the
part of any officer or agent of the Village, which may be a party hereto, nor shall it be
construed as giving any rights or benefits hereunder to anyone other than the Village
and the Auditor.
12. Remedies
This contract shall be governed by the laws of the State of Florida. Venue for any
litigation involving this contract shall be the Circuit Court in and for Palm Beach County,
Florida. No remedy herein conferred upon any party is intended to be exclusive or any
other remedy, and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at law or at
equity or by statute or otherwise. No single or partial exercise by any party or any right,
power, or remedy hereunder shall preclude any other or further exercise thereof.
13. Independent Contractor Relationship
The Auditor is, and shall be, in the performance of all work services and activities under
this contract, an independent contractor, and not an employee, agent or servant of the
Village. All persons engaged in any of the work or services performed pursuant to this
contract shall at all times, and in all places, be subject to the Auditor's sole direction,
supervision, and control. The Auditor shall exercise control over the means and manner
in which it and its employees perform the work, and in all respects the Auditor's
relationship and the relationship of its employees to the Village shall be that of an
independent contractor and not as employees or agents of the Village.
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