2011-096ORDINANCE NO. 2011-096
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A FIRST
AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT FOR AUDITING
SERVICES WITH WEAVER & TIDWELL, LLP; AUTHORIZING THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1: The City Manager, or his designee, is hereby authorized to execute a First
Amendment to a Professional Services Agreement for Auditing Services with Weaver &
Tidwell, LLP in substantially the form of the First Amendment to Professional Services
Agreement for Auditing Services attached hereto and incorporated herein by reference.
SECTION 2: The expenditure of funds as provided in the attached First Amendment to
Professional Services Agreement for Auditing Services is hereby authorized.
SECTION 3: This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2011.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY.
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
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FIRST AMENDMENT TO PROFESSIONAL SERVICES
AGREEMENT FOR AUDITING SERVICES
STATE OF TEXAS §
COUNTY OF DENTON §
This First Amendment to Professional Services Agreement for Auditing Services ("the
Amendment") is executed and effective as of the dates set forth below, by and between the City
of Denton, a Texas home-rule municipal corporation (the "City") and Weaver and Tidwell,
L.L,P. (the "Auditor").
WHEREAS, pursuant to that certain Professional Services Agreement for Auditing
Services (the "Original Agreement"), dated on or about July 15, 2008, Auditor agreed to perform
auditing services for the City, as more particularly described in the Original Agreement;
WHEREAS, the Auditor has performed such services in a satisfactory manner to the City
and remains the best and most qualified auditor to perform such services;
WHEREAS, the City desires that Auditor perform such services for the fiscal year ending
September 30, 2011, and that the City have an option to extend the Original Agreement for one
additional term, such term covering the fiscal year ending September 30, 2012;
WHEREAS, City and Auditor are amenable to amending the Original Agreement to
provide for such extensions.
NOW, THEREFORE, for and in consideration of the promises and mutual covenants and
provisions herein, the receipt and sufficiency of which are hereby acknowledged, City and
Auditor hereby agree as follows:
Section 1. Article 3 of the Original Agreement is hereby deleted in its entirety and is
replaced with the following:
3.
Duration of Agreement
This Agreement for audit services as specified herein for the financial statements
of City pertains to City's fiscal years ending September 30, 2008, September 30, 2009,
September 30, 2010, and September 30, 2011 and, if City exercises its option pursuant to
Article 6, City's fiscal year ending September 30, 2012, unless sooner terminated in
accordance with Article 14. This Agreement may be sooner terminated in accordance
with the provisions hereof. If the City exercises the option, the extension shall be
considered part of this Agreement. This extension option may be exercised by the City
by providing notice to Auditor on or before September 30, 2011, of its desire to exercise
such option.
Section 2. Article 5 of the Original Agreement is hereby deleted in its entirety and is
replaced with the following:
5.
Responsibilities of the City
City understands that the proper and timely completion of Auditor's services
hereunder requires the reasonable cooperation of City (including, without limitation, its
agencies and their respective officers, directors, employees, other personnel, and agents).
City agrees to provide all such reasonable cooperation requested by Auditor, including,
without limitation, the following:
A. Access to, and/or copies of City's books and records;
B. Access to City personnel;
C. Office space and access to support services such as copying and telephone;
D. Written representations from City's attorneys, both internal and external; the latter
may bill City for such services;
E. Written representations from City about the financial statements and other
matters; and
F. Closing of City's books and records of account in accordance with laws,
regulations, and professional standards applicable to the services provided
hereunder.
Section 3. Article 6 of the Original Agreement is hereby deleted in its entirety and is
replaced with the following:
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6.
Renewal
City is hereby granted an option to extend the term of this Agreement one (1) additional
fiscal year, such year ending September 30, 2012. The City may exercise such option to
extend by providing notice, as set forth in Article 3, above, to Auditor.
Section 4. Paragraph A of Article 7 of the Original Agreement is hereby deleted in its
entirety and is replaced with the following:
7.
Compensation
A. City shall pay Auditor for time charges and expenses incurred. Auditor's
standard hourly rate varies according to the degree of responsibility involved
and the experience level of the personnel assigned to City's audit. Except as
provided hereunder, Auditor's fees for the performance of the services
described in Section 2 shall be limited by the not to exceed figures set forth
herein and charged at the rates set forth under Appendix A.
For the fiscal years ending September 30, 2008, 2009, 2010, 2011; and if
applicable option year 2012, shall not exceed these respective amounts:
$141,000 for 2008; $145,500 for 2009; $151,500 for 2010, and $151,500 for
2011. Should the City choose to exercise its option for the renewal of this
Agreement in the fiscal year ending in 2012, Auditor fees will be adjusted
using the Consumer Price Index for the Dallas Metroplex and the year ended
September 30, 2011 as the base year.
Section 5. Any action that the City is required or permitted to take under the Original
Agreement, as amended hereby, including, without limitation, the exercise of the option to
extend the Original Agreement, as provided in Article 3 and Article 6 hereof, is hereby delegated
by the City Council of the City of Denton, Texas to the City Manager of the City of Denton,
Texas, or his designee.
Section 6. Auditor and City hereby ratify, confirm, and revive the Original Agreement,
as amended hereby, and all of its terms and provisions, and hereby stipulate that the Original
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Agreement is and remains valid and subsisting as originally provided, except as expressly
modified or amended herein.
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IN WITNESS HEREOF, this Amendment is executed by the parties on the 10 day of
/ ~ , 2011, but effective for all purposes as of March 31, 2010.
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CITY OF DENTON
BY:
GEORGE C. CAMPBELL,
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
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ANITA BURGESS, CITY ATTORNEY
BY:
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WEAVER AND TIDWELL, L.L.P.
BY:
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