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8562 - Amendment 1 Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: 32307B9A-CBB1-4625-988E-7038AC6A4852 Christina Dormady 8562 External Audit Services - Amendment 1 1 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND WEAVER AND TIDWELL, L.L.P. 8562 THIS FIRST AMENDMENT TO CONTRACT 8562 (this “Amendment”) by and between the City of Denton, Texas (“City”) and WEAVER AND TIDWELL, L.L.P. (“Contractor”) to that certain contract executed on July 17, 2024, in the original not-to- exceed amount of $360,500 (the “Agreement”); for services related to the External Audit Services. WHEREAS, the City deems it necessary to further expand the services provided by Contractor to the City pursuant to the terms of the Agreement, and to provide an additional not-to-exceed amount $4,500 with this First Amendment for an aggregate not-to-exceed amount of $365,000; and WHEREAS, this amendment incorporates any previously executed documents between the parties including but not limited to pricing adjustments. WHEREAS, the City deems it necessary to further expand the goods/services provided by Contractor to the City; and WHEREAS, the original not-to-exceed amount may not be increased by more than 25.0% as provided in Texas Local Government Code Sec. 252.048; and NOW THEREFORE, the City and Contractor (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. This Amendment modifies the Agreement amount to provide an additional $4,500 for additional services and materials to be provided in accordance with the terms of the Agreement with a revised aggregate not-to-exceed total of $365,000. 2. The additional goods/services described in Exhibit “A” of this Amendment, attached hereto and incorporated herein for all purposes, for goods/services related to assisting the City in verifying compliance with the City’s utility system revenue debt coverage ordinance, are hereby authorized to be performed by Contractor. For and in consideration of the additional goods/services to be performed by Contractor, the City agrees to pay, based on the cost estimate detail attached as Exhibit “A”. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. Docusign Envelope ID: 32307B9A-CBB1-4625-988E-7038AC6A4852 2 IN WITNESS WHEREOF, the City and the Contractor, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________________. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT APPROVED AS TO FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ “CONTRACTOR” WEAVER AND TIDWELL, L.L.P. By: _____________________________ AUTHORIZED SIGNATURE, TITLE “BUYER” CITY OF DENTON By: _____________________________ AUTHORIZED SIGNATURE, TITLE “CONTRACTOR” WEAVER AND TIDWILL, L.L.P. By: _____________________________ AUTHORIZED SIGNATURE, TITLE Docusign Envelope ID: 32307B9A-CBB1-4625-988E-7038AC6A4852 PartheeCity Auditor’s Office Madison Rorschach City Auditor 10/18/2024 Buyer Weaver and Tidwell, L.L.P. CPAs AND ADVISORS | WEAVER.COM October 17, 2024 Honorable Mayor and Members of the City Council City of Denton, Texas You have requested that Weaver and Tidwell, L.L.P. (“Weaver”, “our”, “us”, and “we”) apply agreed upon procedures to the projected net revenue debt coverage calculation of the City of Denton (the “City”), for the purpose of assisting the City in verifying compliance with the City’s utility system revenue debt coverage ordinance. The City is responsible for meeting the aforementioned general conditions required by the parties listed above. This engagement is solely for the purpose of reporting our findings regarding the results of the procedures performed as compared to the above referenced general conditions. This report is intended for use by the City and the City’s bond counsel and is expected to be restricted to the use of these specified parties. Prior to the completion of the engagement, you agree to provide us with written agreement and acknowledgment that the procedures performed are appropriate for the intended purpose of the engagement as noted above. Our Responsibilities We will apply the following procedures: • We will obtain and agree the City of Denton, Texas, Utility System Revenue Bonds, Series 2017 and City of Denton, Texas, Utility System Revenue Bonds, Taxable Series 2021 debt service requirements used in the City’s debt coverage calculation to the City’s Annual Comprehensive Financial Report for the fiscal year ended September 30, 2023 • We will obtain and agree the City of Denton, Texas, Utility System Revenue Note, Series 2024 debt service requirements used in the City’s debt coverage calculation to the final numbers as provided by the City from their investment advisor • We will obtain and agree the City of Denton, Texas, Utility System Revenue Bonds, Series 2024 (the Series 2024 Bonds) debt service requirements to the City’s final numbers as provided by the City from their investment advisor on October 17, 2024. • We will obtain and agree the debt service requirements of the City of Denton, Texas, Utility System Revenue Bonds, which are intended to be issued as Additional Senior Lien Obligations, to the City’s debt coverage calculation. The City estimated the projected debt service requirements and we will agree the estimates to the City of Denton 2024 SWIFT Application, Part 96, Pro Forma Analysis. The additional bonds are estimates and have the following principal amounts in the following fiscal years of the City: o 2026- $11,235,000; o 2027- $57,240,000; o 2028- $87,690,000; o 2029- $29,545,000 • We will obtain the “Average Annual Debt Service Requirements Coverage and Maximum Annual Debt Service Requirements Based on Projected Net Revenues” schedule from the City, as prepared by management, for the issuance of the Series 2024 Bonds, and agree the “Average Annual Debt Service Requirements” and the “Maximum Annual Debt Service Requirements” to Exhibit A Docusign Envelope ID: 32307B9A-CBB1-4625-988E-7038AC6A4852 Honorable Mayor and Members of the City Council City of Denton, Texas October 17, 2024 Page 2 of 4 the City of Denton 2024 SWIFT Application, Part 96, Pro Forma Analysis. The average annual debt service requirements for fiscal year’s 2025 through 2029 are the estimated debt service requirements for each fiscal year and are not an average of all years. The maximum annual debt service requirements are the average annual debt service requirements for the fiscal year plus the following additional debt payments, should the City issue debt in the future: 2025- $52,000,000; 2026- $53,000,000; 2027- 54,000,000; 2028- $53,000,000; 2029- $52,000,000. We will recalculate the projected average annual debt service requirements and maximum annual debt service requirements. • We will obtain the “Average Annual Debt Service Requirements Coverage and Maximum Annual Debt Service Requirements Based on Projected Net Revenues” schedule and agree the Projected System Revenues, Projected System Expenses, and Projected Net System Revenues to the City’s debt coverage calculation, as prepared by management. The projected system revenues and expenses were calculated using unaudited system revenues and expenses at September 30, 2024 and 3% increases per year for projected revenues and expenses. Investment income is included in projected revenue and was projected to decline 1% per year. Using unaudited 2024 system revenues and expenses and the projections, we will recalculate projected system revenues and expenses. “Projected Net System Revenues” are the net of projected system revenues and expenses. We will recalculate projected net system revenues. • We will recompute the “Average Annual Debt Service Coverage Ratio” by dividing the “Projected Net System Revenues” by the “Average Annual Debt Service”. • We will recompute the “Maximum Annual Debt Service Coverage Ratio” by dividing the “Projected Net System Revenues” by the “Maximum Annual Debt Service”. • We will recompute the Average Annual Debt Service Coverage Ratios for fiscal years 2025-2029, as prepared by management, and verify that they are at least equal to 1.25 times. • We will recompute the Maximum Annual Debt Service Coverage Ratios for fiscal years 2025-2029, as prepared by management, and verify that they are at least equal to 1.10 times. We will conduct our engagement in accordance with the attestation standards for agreed-upon procedures engagements established by the AICPA. We are responsible for carrying out the procedures and reporting findings in accordance with these standards. We have no responsibility to determine the differences between the procedures to be performed and the procedures that we would have determined to be necessary had we been engaged to perform another form of attestation engagement. Our report will list the procedures performed and our findings. Our report will be addressed to the City and will be intended for use by and restricted to the use of the specified parties as identified above. Our report will contain such restricted-use language. Should we have any reservations with respect to the subject matter, we will discuss them with you before the report is issued. We have no responsibility to update our report for events and circumstances occurring after the date of our report. The agreed-upon procedures to be performed do not constitute an examination or review of the subject matter. Accordingly, we will not express an opinion or conclusion on the subject matter. If we did perform additional procedures, other matters might come to our attention that would be reported to you. Docusign Envelope ID: 32307B9A-CBB1-4625-988E-7038AC6A4852 Honorable Mayor and Members of the City Council City of Denton, Texas October 17, 2024 Page 3 of 4 Ms. Sara Dempsey is the engagement partner for the services specified in this letter, and is responsible for supervising our services performed as part of this engagement and signing or authorizing another qualified firm representatives to sign the report. Your Responsibilities During the course of our engagement, we will request information and explanations from management regarding the City’s operations, future plans, specific transactions and accounting systems and procedures. As part of our engagement, we will also request from management and, when appropriate, those charged with governance, written confirmation concerning representations made to us in connection with the agreed upon procedures. You agree to provide such confirmation. The City agrees that as a condition of our engagement that management will, to the best of its knowledge and belief, be truthful, accurate, and complete in all representations made to us during the course of the engagement and in the written representation letter. The procedures we perform in our engagement and the conclusions we reach as a basis for our report will be heavily influenced by the written and oral representations that we receive from management. False or misleading representations could cause us to expend unnecessary efforts in our engagement; or, worse, could cause a material error or a fraud to go undetected by our procedures. If we agree herein or otherwise to perform any non-attest services (such as tax services or any other non-attest services), you agree to assume all management responsibilities for those services; oversee the services by designating an individual, preferably from senior management, with suitable skill, knowledge, or experience; evaluate the adequacy and results of the services; and accept responsibility for them. Fees and Invoicing We estimate that the fee for this engagement will be $4,500. The fee estimate is based on anticipated cooperation from all involved and the assumption that unexpected circumstances will not be encountered during the engagement. This is only an estimate and the fee for these services will be determined by the complexity of the work performed and the tasks required. If significant additional time is necessary, we will provide a written request for additional fees and the reasons to the City and arrive at a new fee estimate before we incur the additional costs. It is understood that neither our fees nor the payment thereof will be contingent upon the results of this engagement and any change must be agreed to in writing. Our engagement fees do not include consulting on the adoption of new accounting standards and any future increased duties because of any regulatory body, auditing standard or an unknown or unplanned significant transaction. We will consult with you in the event any of these take place that may affect our fees. Our engagement ends on delivery of our report to you or the termination of this engagement, whichever is earlier. Our engagement fees do not include any time for post-engagement consultation with your personnel or third parties, consent letters and related procedures for the use of our reports in offering documents, or inquiries from regulators. Docusign Envelope ID: 32307B9A-CBB1-4625-988E-7038AC6A4852 Honorable Mayor and Members of the City Council City of Denton, Texas October 17, 2024 Page 4 of 4 Miscellaneous We may at times provide documents marked as drafts. Those documents are for review purposes only and should not be distributed or relied upon in any way. They should be destroyed as soon as possible. We inform you that we have non-CPA licensees who may provide services pertaining to this engagement. This engagement letter sets forth all of the agreed upon terms and conditions of our engagement with respect to the matters covered herein, and supersedes any that may have come before. This engagement letter may not be amended or modified except by further writing signed by all the parties. We appreciate the opportunity to assist you and look forward to working with you and your team. Sincerely, By: Printed Name: WEAVER AND TIDWELL, L.L.P. Date: October 17, 2024 Please sign and return a copy of this letter to indicate your acknowledgment of, and agreement with, the arrangements for our engagement as described herein, including each party’s respective responsibilities. By signing below, the signatory also represents that they have been authorized to execute this agreement. City of Denton, Texas By: Printed Name: Title: Date: Docusign Envelope ID: 32307B9A-CBB1-4625-988E-7038AC6A4852 10/18/2024 Buyer Christina Dormady Certificate Of Completion Envelope Id: 32307B9ACBB14625988E7038AC6A4852 Status: Completed Subject: ***Purchasing Approval*** 8562 External Audit Services - Amendment 1 Source Envelope: Document Pages: 7 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 10/18/2024 1:58:25 PM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 10/18/2024 2:08:35 PM Viewed: 10/18/2024 2:08:48 PM Signed: 10/18/2024 2:09:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 10/18/2024 2:09:33 PM Viewed: 10/18/2024 2:10:50 PM Signed: 10/18/2024 2:11:11 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 10/18/2024 2:11:12 PM Viewed: 10/18/2024 2:15:08 PM Signed: 10/18/2024 2:17:23 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Dempsey sara.dempsey@weaver.com Parthee Weaver and Tidwell LLP Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 97.99.97.118 Signed using mobile Sent: 10/18/2024 2:17:25 PM Viewed: 10/18/2024 2:32:22 PM Signed: 10/18/2024 2:32:45 PM Electronic Record and Signature Disclosure: Accepted: 4/10/2023 8:59:48 AM ID: 47437afc-fcc5-46db-a998-ee8b0ba56ec6 Signer Events Signature Timestamp Madison Rorschach madison.rorschach@cityofdenton.com City Auditor City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.246.137.56 Signed using mobile Sent: 10/18/2024 2:32:47 PM Viewed: 10/18/2024 2:57:52 PM Signed: 10/18/2024 3:27:25 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 10/18/2024 3:27:28 PM Viewed: 10/18/2024 3:29:31 PM Signed: 10/18/2024 3:29:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 10/18/2024 3:29:41 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Vis Bouaphanthavong vis.bouaphanthavong@cityofdenton.com Assistant Director of Finance Security Level: Email, Account Authentication (None) Sent: 10/18/2024 3:29:42 PM Electronic Record and Signature Disclosure: Accepted: 10/18/2024 1:49:52 PM ID: 1d5b15d7-626e-468d-a5e1-d3e76fdd7e22 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/18/2024 2:08:35 PM Certified Delivered Security Checked 10/18/2024 3:29:31 PM Signing Complete Security Checked 10/18/2024 3:29:39 PM Completed Security Checked 10/18/2024 3:29:42 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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