6510-Weaver SW Review Fully Executed Contract
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Contract Value
Piggy Back Option
Contract Expiration
Ordinance
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PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 6510
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT (the “Agreement”) is made and entered into on
________________________, by and between the City of Denton, Texas, a Texas municipal
corporation, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called “OWNER” and Weaver and Tidwell, LLP., with its corporate
office at 12221 Merit Drive, Suite 1400, Dallas Texas, 75251, hereinafter called
“CONSULTANT,” acting herein, by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
CONSULTANT AS INDEPENDENT CONTRACTOR
The OWNER has selected CONSULTANT on the basis of demonstrated competence and
qualifications to perform the services herein described for a fair and reasonable price pursuant to
Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the
CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER
will not assert control over the day-to-day operations of the CONSULTANT. The
CONSULTANT is customarily engaged to provide services as described herein independently
and on a nonexclusive basis in the course of its business. This Agreement does not in any way
constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby
agrees to perform the services described herein based on the skills required for the scope of work
in connection with the Project as stated in the sections to follow, with diligence and in
accordance with the highest professional standards customarily obtained for such services in the
State of Texas. The professional services set out herein are in connection with the following
described project:
The Project shall include, without limitation, Identification and evaluation of key
functions and processes for the City of Denton Solid Waste Department, as described in
Exhibit A, which is attached hereto and incorporated herein (the “Project”).
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. The CONSULTANT shall perform all those services as necessary and as described in the
OWNER’s N/A, which is attached hereto and made a part hereof as N/A as if written
word for word herein.
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B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is
attached hereto and made a part hereof as Exhibit A as if written word for word herein.
C. CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit A, which shall be attached to this Agreement and made a part
hereof.
D. If there is any conflict between the terms of this Agreement and the exhibits attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached exhibits or task orders.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included in the above-described Basic Services, may be negotiated as
needed, per rates included in Exhibit A.
A. Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
B. Preparing data and reports for assistance to OWNER in preparation for hearings before
regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or
by deposition, and preparations therefore before any regulatory agency, court, arbitration
panel or mediator.
C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration,
dispute review boards, or other legal and/or administrative proceedings in the defense or
prosecution of claims disputes with Contractor(s).
D. Assisting OWNER in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT. Such services, if any, shall
be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside
of and in addition to this AGREEMENT.
E. Visits to the site in excess of the number of trips included in Exhibit A.
F. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to commence work under this contract upon execution of this
AGREEMENT. CONSULTANT will provide services from the date of execution and shall
automatically expire upon completion of the work or receipt of the materials, and acceptance by
the City of Denton.
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ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. “Direct Non-Labor Expense” is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detail at an hourly rate shown in Exhibit “A” which is attached hereto and made
a part of this Agreement as if written word for word herein, a total fee, including
reimbursement for direct non-labor expenses not to exceed $75,000.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first having obtained written authorization
from the OWNER. The CONSULTANT shall not proceed to perform the services listed
in Article III “Additional Services,” without obtaining prior written authorization from
the OWNER.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of
Charges at an hourly rate shown in Exhibit “A.” Payments for additional services shall
be due and payable upon submission by the CONSULTANT and approval by the City
staff, and shall be in accordance with subsection B hereof. Statements shall not be
submitted more frequently than monthly.
D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
services and expenses within thirty (30) days after receipt of the CONSULTANT’s
undisputed statement thereof, the amounts due the CONSULTANT will be paid interest
in accordance with the Texas Government Code 2251.025. Additionally, the
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CONSULTANT may, after giving seven (7) days’ written notice to the OWNER,
suspend services under this Agreement until the CONSULTANT has been paid in full all
amounts due for services, expenses, and charges. Nothing herein shall require the
OWNER to pay the late charge if the OWNER reasonably determines that the work is
unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide
dispute concerning the amount due, or the invoice was not mailed to the address or in the
form as described in this Agreement. The OWNER will notify CONSULTANT of any
disputes within twenty-one (21) days of receipt of the invoice.
E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215
E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the
contract administrator. It is the intention of the City of Denton to make payment on
completed orders within thirty days after receipt of invoice or items; whichever is later,
unless unusual circumstances arise. Invoices must be fully documented as to labor,
materials, and equipment provided, if applicable, and must reference the City of
Denton Purchase Order Number in order to be processed. No payments shall be
made on invoices not listing a Purchase Order Number.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense.
In the event the OWNER uses any of the information or materials developed pursuant to this
Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project.
ARTICLE VIII
INDEMNITY AGREEMENT
THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS
THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM
AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES,
LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS
AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY
THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE,
RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE
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CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES
INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR
PERFORMANCE OF THIS AGREEMENT.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE IX
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain the following insurance with an insurance company licensed to do business in the State
of Texas by the State Insurance Commission or any successor agency that has a rating with Best
Rate Carriers of at least an A- or above:
A. Comprehensive General Liability Insurance with bodily injury limits of not less than
$1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with
property damage limits of not less than $100,000 for each occurrence and not less than
$100,000 in the aggregate.
B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for
each person and not less than $500,000 for each accident, and with property damage
limits of not less than $100,000 for each accident.
C. Worker’s Compensation Insurance in accordance with statutory requirements, and
Employers’ Liability Insurance with limits of not less than $100,000 for each accident.
D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
E. The CONSULTANT shall furnish insurance certificates or insurance policies at the
OWNER’s request to evidence such coverages. The General Liability and Auto Liability
insurance policies shall name the OWNER as an additional insured. CONSULTANT
shall endeavor to provide OWNER with any cancellation or modification to its insurance
policies.
ARTICLE X
ALTERNATIVE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to mediation with each party bearing its own costs of mediation. No mediation arising
out of or relating to this Agreement, involving one party’s disagreement may include the other
party to the disagreement without the other’s approval. Mediation will not be a condition
precedent to suit.
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ARTICLE XI
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days’ advance written notice to the other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than fifteen (15) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, in accordance with Article V “Compensation.” Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other
work; nor shall such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
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ARTICLE XIII
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing:
To CONSULTANT: To OWNER:
Weaver & Tidwell, LLC City of Denton
John Wauson, CPA Purchasing Manager –File 6510
12221 Merit Dr., Suite 1400 901B Texas Street
Dallas, TX 75251 Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days’ mailing.
ARTICLE XIV
ENTIRE AGREEMENT
This Agreement and related exhibits constitute the complete and final expression of this
Agreement of the parties, and is intended as a complete and exclusive statement of the terms of
their agreements, and supersedes all prior contemporaneous offers, promises, representations,
negotiations, discussions, communications, and agreements which may have been made in
connection with the subject matter hereof.
ARTICLE XV
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XVI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as those laws may now
read or hereinafter be amended.
ARTICLE XVII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, sexual orientation, national origin or
ancestry, age, or physical handicap.
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ARTICLE XVIII
PERSONNEL
A. The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, or have any contractual relations with the
OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XIX
ASSIGNABILITY
The CONSULTANT acknowledges that this Agreement is based on the demonstrated
competence and specific qualifications of the CONSULTANT and is therefore personal as to the
CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement,
and shall not transfer any interest in this Agreement (whether by assignment, novation, or
otherwise) without the prior written consent of the OWNER.
ARTICLE XX
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXI
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A – Consultant’s Scope of Services Offer
B. The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONTRACTOR shall retain such books,
records, documents and other evidence pertaining to this agreement during the contract
period and five years thereafter, except if an audit is in progress or audit findings are yet
unresolved, in which case records shall be kept until all audit tasks are completed and
resolved. These books, records, documents and other evidence shall be available, within
10 business days of written request. Further, the CONTRACTOR shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records,
documents and other evidence pertaining to this agreement, and to allow the OWNER
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similar access to those documents. All books and records will be made available within a
50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER
unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or
greater occurs, the reasonable cost of the audit, including any travel costs, must be borne
by the CONTRACTOR which must be payable within five business days of receipt of an
invoice. Failure to comply with the provisions of this section shall be a material breach of
this contract and shall constitute, in the OWNER’S sole discretion, grounds for
termination thereof. Each of the terms "books", "records", "documents" and "other
evidence", as used above, shall be construed to include drafts and electronic files, even if
such drafts or electronic files are subsequently used to generate or prepare a final printed
document.
C. This Agreement shall be governed by, construed, and enforced in accordance with, and
subject to, the laws of the State of Texas or federal law, where applicable, without regard
to the conflict of law principles of any jurisdiction. In the event there shall be any dispute
arising out of the terms and conditions of, or in connection with, this Agreement, the
party seeking relief shall submit such dispute to the District Courts of Denton County or
if federal diversity or subject matter jurisdiction exists, to the United States District Court
for the Eastern District of Texas-Sherman Division.
D. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be Alyssa G. Martin, CPA. However, nothing herein shall limit
CONSULTANT from using other equally qualified and competent members of its firm to
perform the services required herein.
E. CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
G. The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
ARTICLE XXII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
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ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONTRACTOR shall retain such books,
records, documents and other evidence pertaining to this agreement during the contract period
and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in
which case records shall be kept until all audit tasks are completed and resolved. These books,
records, documents and other evidence shall be available, within 10 business days of written
request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to this
agreement, and to allow the OWNER similar access to those documents. All books and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will
be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an
overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs,
must be borne by the CONTRACTOR which must be payable within five business days of
receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of
the terms "books", "records", "documents" and "other evidence", as used above, shall be
construed to include drafts and electronic files, even if such drafts or electronic files are
subsequently used to generate or prepare a final printed document.
ARTICLE XXIV
CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules
requiring the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on signature page.
5. Sign and notarize the Form 1295
6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this date______________________.
CITY OF DENTON, TEXAS
__________________________________
TODD HILEMAN, CITY MANAGER
JENNIFER WALTERS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY: __________________________________
WEAVER & TIDWELL, LLC
A TEXAS CORPORATION
“CONSULTANT”
__________________________________
BY: JOHN WAUSON, CPA
ITS: PARTNER
__________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
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CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly recommended
that bidders confer with their respective insurance carriers or brokers to determine in advance
of Bid submission the availability of insurance certificates and endorsements as prescribed
and provided herein. If an apparent low bidder fails to comply strictly with the insurance
requirements, that bidder may be disqualified from award of the contract. Upon bid award, all
insurance requirements shall become contractual obligations, which the successful bidder
shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall
provide and maintain until the contracted work has been completed and accepted by the City of
Denton, Owner, the minimum insurance coverage as indicated hereinafter.
As soon as practicable after notification of bid award, Contractor shall file with the Purchasing
Department satisfactory certificates of insurance, containing the bid number and title of the
project. Contractor may, upon written request to the Purchasing Department, ask for
clarification of any insurance requirements at any time; however, Contractors are strongly
advised to make such requests prior to bid opening, since the insurance requirements may not be
modified or waived after bid opening unless a written exception has been submitted with the bid.
Contractor shall not commence any work or deliver any material until he or she receives
notification that the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
x Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A- VII or better.
x Any deductibles or self-insured retentions shall be declared in the bid proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees and
volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
x Liability policies shall be endorsed to provide the following:
x Name as additional insured the City of Denton, its Officials, Agents,
Employees and volunteers, except on the Professional Liability policy.
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x That such insurance is primary to any other insurance available to the
additional insured with respect to claims covered under the policy and that this
insurance applies separately to each insured against whom claim is made or
suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
x Provide a Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
x Cancellation: City requires 30 day written notice should any of the policies
described on the certificate, except Professional Liability, be cancelled
before the expiration date.
x Should any of the required insurance be provided under a claims-made form,
Contractor shall maintain such coverage continuously throughout the term of
this contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give
rise to claims made after expiration of the contract shall be covered.
x Should any of the required insurance, except Professional Liability, be
provided under a form of coverage that includes a general annual aggregate
limit providing for claims investigation or legal defense costs to be included in
the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability
Insurance.
x Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X ] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
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Contract 6510 Page 14
x Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
x Coverage B shall include personal injury.
x Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
x Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU)
exposures.
x Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, maintenance and use of
all automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
x any auto, or
x all owned, hired and non-owned autos.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with
§406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's
Compensation Commission (TWCC).
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Contract 6510 Page 15
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under this contract, an Owner's and Contractor's Protective Liability insurance
policy naming the City as insured for property damage and bodily injury which may arise
in the prosecution of the work or Contractor's operations under this contract. Coverage
shall be on an "occurrence" basis, and the policy shall be issued by the same insurance
company that carries the Contractor's liability insurance. Policy limits will be at least
combined bodily injury and property damage per occurrence with a aggregate.
[X] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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Contract 6510 Page 16
ATTACHMENT 1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has
undertaken to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner-operators, employees of any such entity, or
employees of any entity which furnishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
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Contract 6510 Page 17
1) a certificate of coverage, prior to that person beginning work on the project, so the
governmental entity will have on file certificates of coverage showing coverage
for all persons providing services on the project; and
2) no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how
a person may verify coverage and report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
1) provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2) provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the project;
3) provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4) obtain from each other person with whom it contracts, and provide to the
contractor:
a) certificate of coverage, prior to the other person beginning work on the
project; and
b) a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5) retain all required certificates of coverage on file for the duration of the project
and for one year thereafter;
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Contract 6510 Page 18
6) notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the project; and
7) Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing
false or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
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Contract 6510 Page 19
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Proposal for Evaluation of
Functions, Processes and Controls
City of Denton
July 20, 2017
Contract 6510
Exhibit A
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Contents
Executive Summary ............................................................................................................................... 1
Qualifications and Experience ............................................................................................................. 2
Our Team to Serve You ......................................................................................................................... 4
Engagement Approach ....................................................................................................................... 6
Proposed Fees ...................................................................................................................................... 10
Contract 6510
Exhibit A
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Weaver and Tidwell, L.L.P. Page 1
Proposal for Evaluation of Functions, Processes and Controls
Executive Summary
Public-sector entities like the City of Denton (the City) face distinct challenges when it comes
to managing diverse and complex activities across multiple departments with discrete
budgets and objectives. The efficient and effective administration and management of
routine and specialized processes within individual departments is critical to ensure proper
stewardship of public funds and the ongoing ability to serve the needs of Denton’s citizens.
With the Solid Waste department comprising operating revenues and expenses of
approximately $38 million, it is critical for City Management to understand whether the
department and their processes are well organized, controlled, and align with internal and
public expectations.
Weaver’s experience with evaluating business processes and assessing the design of internal control activities,
along with our prior hands-on experience with the City, provides us with the knowledge and insight needed to
provide impactful assistance to ensure key functions and activities are operating effectively and efficiently, with
sufficient internal control to mitigate inherent risks within critical functions at the City.
Texas-proud, Weaver is committed to the needs and success of our surrounding communities — and the
government entities that support them. Local governments and state agencies alike turn to Weaver because
they know we will be sensitive to their needs and circumstances, forthright in our communications and
unwavering in our commitment to the highest standards of quality. This is perhaps best illustrated by our long and
diverse list of municipal clients, including the City of Denton and other North Texas cities such as Dallas, Fort Worth,
Irving, McKinney, Lewisville, Southlake, Grand Prairie, Garland, Frisco and Benbrook.
Our Risk Advisory Services practice specializes entirely on services such as internal control design and
implementation, process improvement, compliance, risk assessment and internal audits — with a strong focus on
helping our cities achieve their risk management goals. The depth and breadth of our hands-on experience
means we have a real-world understanding of the complex landscape entities like the City must navigate on a
daily basis.
Weaver provides assurance and advisory services to more than 150 public-sector clients,
including more than 30 Texas cities and more than a dozen special purpose districts,
The largest independent CPA firm based in the Southwest, Weaver offers the City the best of both worlds: the
talent and experience of a large national firm, with a hometown commitment to continuous communication and
hands-on service. Indeed, the cornerstones of our philosophy are an unwavering commitment to client service
and dedication to providing value beyond mere “check-the-box” services.
We will also work to cultivate a lasting, collaborative relationship with you, with an overarching focus on
continuity, responsiveness and continuous communication. To that end, the partners on your team will provide
much more than oversight and accountability during this engagement — they will remain available to you
throughout the year. With this added level of guidance and support, the City can be confident in our
commitment to helping you meet both your immediate project objectives and your long-term strategic goals.
Contract 6510
Exhibit A
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Weaver and Tidwell, L.L.P. Page 2
Proposal for Evaluation of Functions, Processes and Controls
Qualifications and Experience
The success of an evaluation such as that required by the City is directly tied to the talent and experience a firm
brings. Weaver’s Advisory Services practice is made up of approximately 70 dedicated professionals recognized
for their breadth and depth of experience in a full range of governance, risk management and compliance
services. Our professionals are highly skilled with such specialized services as business process analysis and
improvement, internal control evaluations, organizational assessments, internal audit, risk management, IT audits,
IT security and forensics — including having provided many of these services directly to Texas cities and other
complex public sector organizations.
Certifications and Affiliations
Underlying our portfolio of work are highly experienced teams that stay at the forefront of the industry through
ongoing certifications. Some of the numerous certifications held by our Advisory Services professionals include:
»Certified Public Accountant (CPA)
»Certified Internal Auditors (CIA)
»Certified Information Security Auditor (CISA)
»Certified Fraud Examiner (CFE)
»Certified Compliance and Ethics Professional (CCEP)
»Certified Information Systems Security Professional (CISSP)
»GIAC Penetration Tester (GPEN)
»Certified Information Technology Professional (CITP)
»Certified Ethical Hacker (CEH)
»PCI Qualified Security Assessor (QSA)
»Certification in Risk Management Assurance (CRMA)
»Certified in Risk and Information Systems Control (CRISC)
»SAP-Certified Consultant
»Information Technology Infrastructure Library (ITIL)
Our professionals also stay abreast of best practices, industry trends and compliance issues through active
participation — including holding key leadership positions — in numerous professional and industry associations,
such as:
»Chair, Baker Tilly International Governance, Risk and Compliance Committee
»Member, Institute of Internal Auditors’ North American Board
»Member, IIA American Center for Government Auditing
»Executive Committee Member, AICPA Information Management and Technology Assurance (IMTA)
»Chair, IT Audit Task Force of the AICPA IMTA Executive Committee
»Committee Member, Institute of Internal Auditors’ Learning Solutions Committee
»Board Member, Information Systems Audit and Control Association (ISACA)
»Member, National Association of Corporate Directors
»Member, Society of Corporate Compliance and Ethics
»President, Information Systems Audit and Control Association (ISACA), North Texas chapter
Contract 6510
Exhibit A
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Weaver and Tidwell, L.L.P. Page 3
Proposal for Evaluation of Functions, Processes and Controls
Proven Track Record
Weaver provides a complete range of services to a wide array of local, county and state entities, including:
Municipalities
City of Arlington#
City of Allen*
City of Benbrook*
City of Bryan*/#
City of Cedar Hill*
City of Corpus Christi#
City of Dallas#
City of Denton*/#
City of Euless*
City of Friendswood*
City of Garland*
City of Galveston*
City of Georgetown*/#
City of Greenville */#
City of Grand Prairie*
City of Houston#
City of Irving#
City of Killeen*
City of League City*
City of Lewisville*/#
City of McKinney*/#
City of Midlothian*
City of Odessa*
City of Rowlett*
City of Saginaw*
City of Sanger*
City of Southlake*/#
City of Springtown*
City of The Colony*/#
City of Tomball*
City of University Park*
City of Wylie*
Town of Addison*/#
Town of Fairview*
Town of Little Elm*
Town of Highland Park*/#
Town of Trophy Club*
Town of Westlake*
Local & Regional Entities
Bethany Special Utility District*
Central Texas Council of Governments*
Dallas County#
Denton County Transit Authority*/#
East Texas Council of Governments*/#
Edwards Aquifer Authority*
Ellis County Rural Rail Transport*
Emergency Communication District of
Ector Co.*
Fort Worth Transportation Authority*
Greenville Electric Utility#
Houston Galveston Area Council#
Lake Cities Municipal Utility Authority*/#
Lubbock Housing Authority*
Metrocare Services#
MHMR of Tarrant County*
Monahans Housing Authority*
North Central Texas Council of Governments*/#
North Texas Municipal Water District#
North Texas Tollway Authority#
Odessa Housing Authority*
Odessa Development Corporation
Pecos County TJPC*
Reeves County Commissary Funds
Reeves County TJPC*
Region XI Education Service Center#
Region XIII Education Service Center#
Tarrant Appraisal District*
Tarrant County Emergency Services
District No. 10*
Tarrant County Tax Collectors Office#
Tarrant Regional Water District#
Trinity River Authority*/#
Williamson County *
State Agencies
Cancer Prevention and Research Institute of
Texas#
Employees Retirement System of Texas#
Texas Council for Developmental Disabilities#
Texas Department of Insurance#
Texas General Land Office#
Texas Health Services Authority#
Texas Lottery Commission*
Texas Military Department*
Texas Municipal Retirement System#
Texas Municipal Power Agency*
Texas Permanent School Fund*
Texas Student Housing Authority*
Educational Entities
Austin Community College#
Beaumont ISD#
Burleson ISD*
Cedar Hill ISD*
Conroe ISD*
Crowley ISD*
Dallas County Schools*
Dallas ISD*/#
El Paso ISD#
Fort Worth ISD*/#
Frisco ISD*/#
Hurst-Euless-Bedford ISD*
Higher Education Servicing Corporation#
Highland Park ISD*
Irving ISD*/#
Keller ISD*
La Porte ISD*
McKinney ISD#
Montgomery ISD *
North Texas Higher Education Authority*
Tarrant County College District*/#
Texas A&M University#
Texas A&M University College of Liberal Arts#
*Assurance Services | #Advisory Services
Contract 6510
Exhibit A
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Weaver and Tidwell, L.L.P. Page 4
Proposal for Evaluation of Functions, Processes and Controls
Our Team to Serve You
Team Organization
Our entire team — from partner to associates — is tailored to address the complete range of issues that can arise
when evaluating complex departmental environments like that of the City. Our experienced team will work to
maximize the efficiency and impact of every activity throughout the life of the engagement. We will also work
collaboratively with the City to ensure our approach remains tailored to your most pressing needs and provides
the greatest short-term impact and long-term value.
Biographies for key team members have been provided below; detailed resumes have been provided in
Appendix A.
Alyssa G. Martin, CPA | Executive Partner
Alyssa has more than 25 years of experience in public accounting, including 17 years of internal
control process risk management and compliance, with an emphasis on operational analysis, risk
management, internal audit, quality assurance reviews, fraud prevention, IT audit, business
management consulting, strategic planning and technology consulting — with a strong focus on
Texas cities and government entities. She has significant experience overseeing a variety of
financial, operational, contract and compliance evaluation services, including engagements for
municipal clients such as the cities of Dallas, Houston, McKinney, Lewisville, Corpus Christi, Irving,
Greenville, Bryan.
Alyssa is a frequent, sought-after speaker on advisory matters for professional and civic
audiences. As an active member of the American Institute of Certified Public Accountants, the
National Association of Corporate Directors and the Institute of Internal Auditors, she remains on
the forefront of industry regulations and changes. She serves on many community boards and
civic committees, and has been honored with a number of awards. She graduated with a
master’s in business administration and a bachelor’s degree from the University of Texas at Dallas.
John Wauson, CPA | Partner, Risk Advisory Services
John has twelve years of public accounting and risk advisory experience. He has extensive
experience working with governmental and commercial entities, with a focus on internal control
design and implementation, business process improvement, enterprise risk management, entity-
and process-level risk assessments, internal audit, compliance and fraud prevention. In addition
to prior hands-on experience with the City of Denton, public sector clients served by John
include the City of Bryan, City of McKinney, City of Dallas, North Texas Tollway Authority,
Employees Retirement System, Ector County Hospital District, and multiple school districts across
North Texas.
A Certified Public Accountant, John holds memberships with many professional organizations,
including the Institute of Internal Auditors (IIA) and in 2014 was named a Rising Star by the Texas
Society of CPAs. He is also the immediate past-chairman for the Young and Emerging
Professionals Committee of the Texas Society of CPAs. John earned a Bachelor of Business
Administration in accounting from the University of Oklahoma.
Contract 6510
Exhibit A
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Weaver and Tidwell, L.L.P. Page 5
Proposal for Evaluation of Functions, Processes and Controls
Brandon Tanous, CIA, CFE, CGAP, CRMA | Manager, Risk Advisory Services
Brandon has more than nine years of experience in internal audit, including extensive work for
public-sector agencies, with a focus on business process improvement, internal control
evaluation contract compliance audits and monitoring, internal audit, fraud detection and risk
management. His recent advisory clients include the City of Houston, City of Corpus Christi, North
Texas Tollway Authority, Del Mar College, Lee College, Dallas Independent School District, Texas
Commission on Environmental Quality, Texas Department of Public Safety (including the Texas
Department of Emergency Management) and Houston-Galveston Area Council.
Brandon has presented sessions at conferences by such organizations as the Institute of Internal
Auditors (IIA), the International Law Enforcement Auditor’s Association and the Texas State
Auditor’s Office. He also co-authored a case study in the Bribery and Corruption Casebook,
published by the Association of Certified Fraud Examiners. He is a Certified Internal Auditor (CIA),
a Certified Fraud Examiner (CFE), and a Certified Government Auditing Professional (CGAP). He
also holds Certification in Risk Management Assurance (CRMA) and is a graduate of the Texas
Internal Audit Leadership Development Program. He earned a both a Master of Public
Administration and a Bachelor of Public Administration from Texas State University.
David Witten, CPA, CIA | Senior Associate, Risk Advisory Services
David has three years of experience in public accounting and is a full-time member of the risk
advisory services team. His specialized focus includes business process analysis and improvement,
internal control consulting, internal audit and compliance. He has extensive experience
evaluating and documenting internal control design and testing operating effectiveness of key
controls.
David is an active member of the Texas Society of CPAs and the Institute of Internal Auditors (IIA).
He earned a Master of Science in accounting from the University of Texas at Dallas — including
an Internal Audit Education Partnership (IAEP) certificate — and a Bachelor of Arts in economics
from Hendrix College.
The partners on your team will provide much more than oversight and accountability during
this engagement — they will remain available to you throughout the year. With this added
level of guidance and support, the City can be confident in our commitment to helping you
meet both your immediate project objectives and your long-term strategic goals.
Contract 6510
Exhibit A
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Weaver and Tidwell, L.L.P. Page 6
Proposal for Evaluation of Functions, Processes and Controls
Engagement Approach
Objectives and Scope
Weaver will perform a scoping analysis to identify the discrete transactional processes and procedures that
should be considered in the detailed process and control evaluation for the Solid Waste Department. Identified
processes will be assessed to determine the effectiveness and efficiency of the process design as well as the
adequacy of internal controls to mitigate inherent risks in the process.
The overall objective of the engagement is to provide the City insight regarding the sufficiency and effectiveness
of internal controls within key underlying transactional processes at the Solid Waste Department. Key functions to
be included in the evaluation will include purchasing and expense authorization and processing procedures,
contract execution and management activities, and revenue processing and billing activities. The level of detail
to which each of these processes are evaluated will be determined based on a detailed scoping analysis, which
may also identify additional transactional processes that should be examined.
The evaluation will include gaining an understanding of the transactional flow and identifying internal controls
that exist in the current process. Processes will be assessed and evaluated for the following:
»Appropriateness of assigned duties and responsibilities based on competing responsibilities
»Adequacy with which duties are segregated within key transactional processes
»Compliance with transaction authorization thresholds and documentation requirements
»Accuracy of the classification and recording of transactions
»Sufficiency and effectiveness of internal control activities to mitigate inherent risks within the
transactional process
We will document all of our findings and provide the City with specific, actionable recommendations designed to
improve the effectiveness and efficiency of procedures and internal control activities within identified key
processes, and to enable the City to mitigate risks within those key process areas.
Commitment to Ongoing Communication
Creating value in any engagement starts with open and regular communication — including hands-on partner
involvement and effective communication on a timely, regular basis. This serves as the ever-valuable foundation
in every Weaver engagement. In addition to regular status updates throughout the engagement, we will meet on
a regular basis to:
»Facilitate a constructive exchange about work in progress and related issues
»Answer your questions about technical and strategic issues
»Learn about any changes in your operations, resources or business strategies
Contract 6510
Exhibit A
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Weaver and Tidwell, L.L.P. Page 7
Proposal for Evaluation of Functions, Processes and Controls
Key Engagement Phases
Based on our current understanding, we anticipate that each evaluation will consist of the following key phases:
We will work with City management to tailor these phases and our work effort as needed based on the results of
initial discovery and planning as well as the City’s budget.
Planning and Discovery
The first step in any Weaver engagement is to confirm the project scope and develop a mutually agreeable
schedule, including fieldwork timing and deliverable dates. During this stage of the engagement, we will meet
with City management to confirm objectives and expectations. Next, we will develop a plan that details the
schedule, staffing plans and key milestones. This will serve as a communications and progress monitoring tool, and
will help facilitate a smooth engagement flow.
During discovery, we will examine detailed, transaction level financial data to enhance our understanding of the
inflow and outflow of funds within the Solid Waste Department. We will evaluate the nature of activity to isolate
discrete transactions and types of transactions that will be evaluated during our engagement. High value and
volume transactions will be identified and linked to corresponding transactional processes to determine the
specific activities that will be in-scope for our detailed evaluations.
Based on our initial discussions with management, we expect the following transaction cycles to be in-scope:
»Revenue processing and billing, including sales agreements and leases
»Purchasing and expense processing and authorization
»Contract execution and management
We anticipate that additional activities, as well as variations in the application of the above processes based on
transaction type will be identified during the scoping analysis
As part of our initial planning, we will also will request key information and documents needed to enhance our
understanding of the departmental activities and structure. Key activities during this phase will include:
»Obtaining and evaluating current City documentation regarding department processes, including
organization charts, standard forms, checklists, reports, performance metrics, budgets, etc.
»Interviewing key management and department staff to obtain an understanding of the significant
roles, responsibilities and relationships (internally and externally)
»Identifying and evaluating all applicable and relevant criteria, including City policies, procedures,
manuals, and/or guidance, as well as applicable state and local government code requirements
Contract 6510
Exhibit A
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Weaver and Tidwell, L.L.P. Page 8
Proposal for Evaluation of Functions, Processes and Controls
Fieldwork
Design Evaluation
Following the identification of key transaction processes and functions within the department, Weaver will
perform interviews, walkthroughs, site visits, and evaluate existing documentation to develop a thorough
understanding of the design of key transactional processes within the department. Through interviews onsite with
process owners, we will develop a thorough understanding of the in-scope transaction processes from initiation to
completion.
A critical component of the design evaluation includes the identification and documentation of internal control
activities currently be performed in the process. Identified controls will be assessed to determine if they are
adequate to mitigate associated inherent risks. Key areas of focus for the control evaluation will include, but not
be limited to:
»Established and followed policies and procedures
»Segregation of duties
»Management oversight and review
»Effective systematic controls
In addition, we will determine whether the processes performed meet the criteria and requirements established
by the City and/or applicable state laws. Any identified control gaps will be documented in our “Points for
Consideration” matrix.
Effectiveness Testing
Upon completion of the design evaluation and identification of key controls, Weaver will perform testing to
confirm that transactions are appropriate and associated controls are operating effectively. We will initially assess
the appropriateness of the selected transactions and controls to be tested to ensure high risk and material
transactions are evaluated.
Following the identification of appropriate transactions and controls for testing, we will design and execute test
procedures to analyze a sample of transactions and verify the accuracy and effectiveness of those existing and
identified key controls. Any pervasive issues or control failures identified will be included in our “Points for
Consideration” matrix.
Ours is a “no-surprises” philosophy, so throughout the engagement, internal control
weaknesses and initial points-for-consideration will be provided to City management for
review validation.
Contract 6510
Exhibit A
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Weaver and Tidwell, L.L.P. Page 9
Proposal for Evaluation of Functions, Processes and Controls
Reporting
During the reporting phase of the engagement, Weaver will complete our fieldwork documentation and perform
final quality control procedures, including multiple levels of internal review of our work. We will then compile the
final results of our procedures and create our draft report, which will identify the procedures performed, results,
and recommendations for improvement. The draft report will be provided to City management for review, and
we will incorporate any feedback as appropriate before finalizing our report.
Sample Points for Consideration
Weaver’s Points for Consideration matrix will include the condition observed, risk, root cause of the issue, effect,
risk rating and recommendations for improvement.
Preliminary Timing
A preliminary timeline for the evaluation of the Solid Waste Department is provided below, based on our current
understanding. Weaver will work with City management after discovery and identification of key functions and
processes to develop a prioritized, detailed and mutually-agreeable plan for evaluation and testing.
Reference #DEPT ADEPT BDEPT CDEPT DDEPT EDEPT FDEPT GPFC
Responsible Party
Related
Control Reference Observation/Identified Issue Risk
Risk Assessment Recommendation Management Response
AP and Expenditures
PFC-
AP-01 XXXXXXX
Accounts
Payable Division AP-06
Miscellaneous Invoices Used to Bypass Controls
We identified that the miscellaneous
invoice process does not contain a
validation component to ensure the invoice qualifies as such and is appropriate. Situations have occurred in
which the miscellaneous invoice process
is used to procure items from a non-
contract vendors, when a contract vendor was available. In addition, the miscellaneous invoices process has been used to procure items from a
contract vendor but processed as such
to prevent the available contract budget
from being reduced.
The misuse of the miscellaneous invoice process allows the
departments to bypass
procurement controls in obtaining
items from non-contracted vendors when a contract vendor is available. The purchasing of items
from a non-contract vendor can
result in missed financial savings
and therefore increase the cost of procurement. In addition, intentional miscategorization of contract purchases can result in
financial statement inaccuracies
and misleading contract budget
availability. HighWe recommend that AP implement
additional measures to scrutinize miscellaneous invoices to determine appropriateness. For instance,
miscellaneous invoices that include
purchases that should have been procured
from a contracted vendor or categorized as such should be brought to the attention of the buyer and their management chain. If
problems persist with specific departments
or employees, considerations should be
made for possibly limiting or removing their purchasing ability.
PFC-AP-05 X
Accounts
Payable Division AP-01
Receiving Information not Reported
Timely to AP
We identified that receiving information is
not consistently reported timely to AP by the department procuring the goods or services. Commonly, AP must contact
the responsible department for the
receiving information and wait on its
arrival prior to processing the invoice for payment.
Missing receiver information and the untimely response for
providing the required
documentation to AP results in
delays for processing invoices. In addition, the likelihood of missing prompt payment deadlines is
increased and could result in
potential penalties. MediumWe recommend modification of the existing
policy to create a process to post/save receiver information on a shared location so it can be pulled by AP. The process will
allow AP to have access to all the receivers
entered.
Departments
ss
on-
ontract vendor ion, the voices process hasoprocure items from a
ct vendor but processed as such
o prevent the available contract b
from being reduced.
ols in obtaining
on-contractedwhen a contract vendoris vailable. The purchasing of items
from a non-contract vendor ca
result in missed financia
and therefore increprocurement.intentionco
Contract 6510
Exhibit A
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Weaver and Tidwell, L.L.P. Page 10
Proposal for Evaluation of Functions, Processes and Controls
Proposed Fees
At Weaver, we pride ourselves on offering the capabilities of a much larger firm at a reasonable cost. With our
streamlined operations, we can provide the knowledge and experience you need, combined with a personal
touch and individual attention. We feel our pricing reflects a level of quality — as well as a commitment to
ongoing collaboration — that is unmatched by many of our competitors.
Based on our current understanding, our estimated fees are provided below:
Service Estimated Hours
(Not to Exceed)
Estimated Fees
(Not to Exceed)
Identification and evaluation of key functions and processes for the
City of Denton Solid Waste Department 500 $75,000
As indicated in the tale above, to maximize flexibility and cost-effectiveness, Weaver is offering the City a flat,
blended rate of $150/hour, regardless of staff level. This enables us to provide the City with access to resources at
all levels without ballooning budgets.
We will also perform the services described herein on a not-to-exceed basis, as indicated in the table below.
Throughout the engagement, we will remain in close communication with City management to ensure the
maximum impact is achieved within the budget allotted.
Pricing Assumptions
1. Weaver anticipates a maximum of 80 hours will be allocated for the planning and discovery phase of the
Solid Waste evaluation. Hours required for design evaluation and testing will be determined upon
completion of discovery and identification of key functions and processes.
2. Requested documentation and resources will be made available in a timely manner.
3. Weaver’s team will have full and complete cooperation from departmental staff as needed; delays on
the part of City staff could result in additional hours to complete engagement tasks.
Contract 6510
Exhibit A
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: 174660F5-ACFF-4D94-9E47-2DC50EBAEEEB
Certificate Of Completion
Envelope Id: 174660F5ACFF4D949E472DC50EBAEEEB Status: Completed
Subject: Please DocuSign: City Council Contract 6510
Source Envelope:
Document Pages: 33 Signatures: 5 Envelope Originator:
Supplemental Document Pages: 0 Initials: 0 Karen E. Smith
Certificate Pages: 6
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US &
Canada)
Payments: 0 karen.smith@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
7/24/2017 4:33:49 PM
Holder: Karen E. Smith
karen.smith@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Karen E. Smith
karen.smith@cityofdenton.com
Interim Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 7/24/2017 4:38:07 PM
Viewed: 7/24/2017 4:38:19 PM
Signed: 7/24/2017 4:39:50 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
John Wauson
john.wauson@weaver.com
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 199.116.171.90
Sent: 7/24/2017 4:39:51 PM
Resent: 7/25/2017 9:34:40 AM
Viewed: 7/25/2017 9:38:17 AM
Signed: 7/25/2017 9:49:11 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 9:38:17 AM
ID: 28c8d9c9-94f9-4666-9ada-c12ab6c97cfd
Jennifer DeCurtis
jennifer.decurtis@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 7/25/2017 9:49:15 AM
Viewed: 7/25/2017 10:29:58 AM
Signed: 7/25/2017 10:30:27 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 7/25/2017 10:30:29 AM
Viewed: 7/25/2017 11:30:01 AM
Signed: 7/26/2017 8:49:12 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer Events Signature Timestamp
Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 70.196.3.205
Signed using mobile
Sent: 7/26/2017 8:49:16 AM
Viewed: 7/26/2017 9:01:08 AM
Signed: 7/26/2017 9:01:17 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 7/26/2017 9:01:19 AM
Viewed: 7/26/2017 4:49:03 PM
Signed: 7/26/2017 4:50:04 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
n erson Signer Events Signature Timestamp
Editor Deliver Events Status Timestamp
gent Deliver Events Status Timestamp
ntermediar Deliver Events Status Timestamp
Certified Deliver Events Status Timestamp
Car on Cop Events Status Timestamp
Sherri Thurman
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 7/25/2017 9:49:13 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 7/25/2017 9:49:14 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 7/26/2017 8:49:14 AM
Viewed: 7/26/2017 10:36:33 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Robin Fox
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 7/26/2017 8:49:15 AM
Electronic Record and Signature Disclosure:
Car on Cop Events Status Timestamp
Not Offered via DocuSign
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 7/26/2017 4:50:07 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 7/26/2017 4:50:08 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Bryan Langley
bryan.langley@cityofdenton.com
Assistant City Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 7/26/2017 4:50:09 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
otar Events Signature Timestamp
Envelope Summar Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/26/2017 4:50:09 PM
Certified Delivered Security Checked 7/26/2017 4:50:09 PM
Signing Complete Security Checked 7/26/2017 4:50:09 PM
Completed Security Checked 7/26/2017 4:50:09 PM
a ment 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
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If you decide to receive notices and disclosures from us electronically, you may at any time
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If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
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All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
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consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
#! !#$!" "$!!#
!#"!# $"
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
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To let us know of a change in your e-mail address where we should send notices and disclosures
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To request delivery from us of paper copies of the notices and disclosures previously provided
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