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2013-152ORDINANCE NO. 2013-152 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND WEAVER AND TIDWELL, L.L.P. FOR INDEPENDENT AUDITS; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE (FILE 5259—AUDIT SERVICES AWARDED TO WEAVER AND TIDWELL, L.L.P. IN THE NOT-TO-EXCEED AMOUNT OF $140,000 FOR 2013, $142,500 FOR 2414 AND $145,000 FOR 2015 FOR A TOTAL AWARD NOT-TO-EXCEED $427,500). WHEREAS, the City's current agreement with Weaver and Tidwell, L.L.P. expires after completion of the firm's audit services for the fiscal year ending September 30, 2012; and WHEREAS, Chapter 2254 of the Texas Government code, known as the Professional Services Procurement Act, generally provides that a city may not select a provider of professional services on the basis of competitive bids, but must select the provider of professional services on the basis of demonstrated competence, knowledge, and qualiiications, and for a fair and reasonable price; and WHEREAS, the City Council hereby finds and concludes that Weaver and Tidwell, L.L.P. is appropriately qualified under the provisions of the law to be retained to provide auditing services and has been selected on the basis of demonstrated competence, knowledge, and qualifications, and the compensation paid is fair and reasonable; and WHEREAS, the City Manager recommends and the City Council deems it in the public interest that the City enter into a professional services agreement for independent auditing services with Weaver and Tidwell, L.L.P. for the fiscal years ending September 30, 2013, September 30, 2014, and September 30, 2015, with the City's option to extend the agreement for two additional years ending September 30, 2016, and September 30, 2017; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to execute on behalf of the City, a professional services agreement for auditing services between the City and Weaver and Tidwell, L.L.P. for the independent auditing services, in substantially the form of the agreement which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ��ff� day of , 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY � BY: G!���Cy../ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ` � , � / 2-ORD-5259 PROF�SSIONAL SERVICE5 AGREEMENT Contract # 5259 Audit�ng Services �vith Weaver and Tid�cvell, LLP STATE OF TEXAS § COUNTY' OP DENTOI�i § �� THIS AGREEMENT is made and entered inta as of the 1 S�h day f�, 2013, by and between the City of Denton, Texas, a Texas municipal co�poration, with its principal office at 215 East McKinney Stceet, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and Weaver and Tidwell, LLP., with its corpoxate o�f'xce at 12221 • Merit Drive, Suite 1400, Dallas Texas, 75251, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized z�epresentatives. WITNESSETH, that in consideration of the covenants and agreainents herein contained, the parties hexeta do mufually agree as follows: � ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER her•eby con�hacts with the CONSUL,TAN'�', as a�. independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection tivi�h the Project as stated in the sections to follow, with diligence and in accordance with the h�ghest professio�aal standa��ds customarily obfained for such services in the State of Texas. The professional services set oui herein are in connection with the �ollowing described project: The p�•oject shatl znc�ude, without limitation, review and audit sez�vices related to the Ciiy of Denton's cash handling and receipts processes to verify that its intez�nal co�ntz�ols are adequate to manage these processes effectively, contz•ol costs and reduce the risk of fraud or ei7or. ARTICLE II SCOPE OF SERViCES The CONSULTANT shall perform the following seivices in a professional znanne�•: A. The CONSULTANT shall perfoi�n all those services as necessary and as described and as described in the Consultant's Fee praposal far Auditin� Services, Scone of � services, Tir�nelitxe, En�a�ement Team, Affiiiations, and most x•ecent Pee�• revie�, which is attached here#o as Exhibit "A" and is incorporated by refei•ence as if set forih fizlly herein. To perform all those services set foi-th in CONSULT�INT's Praposal dated May 1, 2013, which proposal is attached hereto as E:�hibit "A" and is inco�Poz•ated by reference as if set foi`th fully herein. B, CONSULTANT shall perfoim all tliose services set forth in individual task oxders which shall be attached to this Agj.�eement and made a part hereof for alI purposes as sepa�•ate agreements. C. If there is any canflict between the tez�rns of this Ag��eernent and the exhibits attached to tliis Agreement, the tezxns and conditions of this Agreement will control over the teims and eonditions of the attached exhibits ox• task oz�ders, Additional OWNER, which follows: ARTICLE III ADDITIONAL �ERVICES services to be performed by the CONSULTANT, if are not inc�uded in the above-described Basic Seiwices, authorized by the ��e described as A. During the course of tlxe Project, as requested by OWNER, the CONSULTANT wilI be available to accompany OWNER'S persozzz�el when meeting with other agencies to cozrununicate concerning aspects af the work perfoimed, The CONSULTANT tivill assist OWNER's personnel on an as-needed basis in preparing data, analysis, prog��ess reports, answexing rec�uests for information, an.d providing general techriical support for the OWNER's efforts. �3. Assisting OWNER or contractar in the defense or prosecution of litigation in cox�nection with or in addition to those services contemplated by this Agreement. Such services, if any, shall be fui�i.shed by CONSULTANT on a fee basis negotiated by the respective � pai�tias outside of and in addition to this Agreement. C. Providing other documentation or support, as requested, �elated to the provision of ihe Baszc Services to be provided by CONSULTANT. ARTICLE TV PERIOD OF ��RVICE This. Agreemeiit shall become ef#'ective upon execution of this Agreement by tlie 4VJNER and the CONSULTANT and upon issue of a notica to proceed by the OWNER, and shall remain in foz•ce for the pe�7od which may x•easonably be required for the completion of the Project, including Additional Se�vices, , if any, and any reqnired e�tensions approved by the OWNER. Tlus Agi�eement may be sooner terminated in accoz�dance �vith the provisions hereof. Tirna is of the essence in this Agreement, The CONSULTANT shall make al1 reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager ox liis designee. . ARTICL� V COMP�NSATION A.. COMPENSATION TERMS: 1. "Subcan#ractor Expenses" is defined as eKpenses incuzxed by the CONSULTANT in employment of others in outside firms for services authorized in the process of completing the Basic and Additional Sezvices. 2"Direct Non-Labor E�pense" is defined as that expense (other than "per diem" � expense), based upon cost plus (15%), for any for any out-of-pocket expense reasonably incurred by the CONSULTANT related to its performance of this Agreement, foz• aong distanca telephone charges, telecopy charges, messenger � services, printing and rept�oductzon eapenses, out-of-pocket expenses for purchased computer time, piudently incui7•ed tz•avel e�penses rela#ed to the work on the Pz�oject, and similar incidental expenses incurred in connection with the Proj ect. B. BYT�LING AND PA.YMENT: For and in considez�atian of the professional services to be pe��formed by the CONSULTANT herein, the OVVN�R agrees to pay, monthly, based upon the estimated cost proposal detail of rates for work conducted during the Audit Services shown in Exhibit "A" which is attached hereto and is incoipoxated by z�eference as if set forth fully in tl�is Agreement, a total fee not fo exceed �140,000, $1�#2,saa, and �1�t5,000 for� Fsscal vears endin� 2013, 2014 and 2015 resnectivelv. Partial payments to the CONSULTAi�TT 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 cuct�mstar�ces shall any monthly statament for seivices exceed tke value of the work pez•foxmed at the time a statement is rende�•ed. Nothing contained in ihis Article shal! require tl�e OWNER to pay for any work which is tuisatisfactory, as ��easonably c�etermined by the City Manager or his designee, or which is not submitted in compliance with terms of this Agreement, The OWNER shal] not be requirecl to make any payments to the C�NSULTANT when the CONSULTANT is default under this Agreernent. It is specifically tuiderstood and agreed that the CONSULTANT shall not be authorized to undertake any work puz•suan.t to the Agreement tivhich would �•equire additional payments by the OWNER for any charge, expense, oz• reimbursemant above ihe ma.cimum not to. exceed fee as stated, withou# �rst having abtained �vritten attthorization from t�Ze OWNER. The CONSULTANT shall not proceed to perfoi�rn the seitiices listed in Article III "Additional Services" witl�out obiaining prior written autho�•ization from the OWNEiZ, C. ADD�TIONAL SERVICES: Foz� additional services authoi7zed in writing by the OWNER in Ai�ticle III, the CONSULTANT shall be paid based. on the Schedule of Charges, Pa3�ments fo� additional services shali be due and payable upon submission by the CONSULTANT, and shall be in accordance with E�ibit "A" attached hereto. Statements shall not be snhmitted more frequently than monthly, D, PAYMENT: If the OWNER fails to make undisputed payments due the CONSULTANT for seivices and expenses within thiz•iy {30) days after receipt of the CONSULTANT's undisputed statement t�er�of, prompt payment act interest as set forth in Chapter 2251 of the Te�as Govei�vnent Code shall be paid on the amoiints due the CONSULTANT. In addition, the CONSITLTANT may, if it has not z•eceived payment by the thu-ty-first (315�) day after receipt of pa�ment, after giving ten (10) days' written notice to the OWNER, suspend serviees under this Agreement until the CONSULTANT has been paid in full all amounts due for sezvices, expenses, and charges, provided, however, nothing herein shall requiz•e the OWNER to pay prompt paymer�t act interes# if the OWNER has a bona fide dispnte with the CONSULTANT concerning the payment or if the OWNER reasonably deteimines that the work is unsatisfactory, in accordance with this Article V, "Compensation." A.RTICLE VI OBSERVATION AND ItCVI�W Or THE WORK The CONSULTANT will exercise reasonable cax•e and due diligence in discovering and promptly reparting to the OWNER any defects or deficiencies in the work of the CON5ULTANT or any subcontractors or subconsiiltants. ARTICLE VII OWNERSHIP OF DOCUY�NTS All documents pz•epared or furnished by the CONSULTANT (and CONSULTANT's sti�bcontaactors or subconsultants) pursuant to this Ag��eemeni are instz�uments of seivice, and shall become the property of the �WNER upon the termznation of this Agreement. The CONSULTANT is entitled to retain copies of atl such documents. The documents prapared and finnished by the CONSULTANT are intendad onl� to be applicable to this Project, and OWNER's use.of these documents in other projects shall be at OWNER's sole z•isk and eYpense. 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 speciiied herein, CONSULTANT is released fiom any and alI Iiabiiity relating to their use in that project, ARTICLE V�7 INDEPEND�NT CONTRACTOR CONSULTANT shall provide services to 0'S�J�NER as an independent contractor, not as an emplayaa of the OWNER. CONSULTANT sha11 not have or claim any right arzsing from empla�ee status. ARTICLE IX II1iDEMNITY AGREEMENT , , The CONSULTANT shall indamcvfy and save and hold kat�nless the 4WNER and its office�•s, agents, and employees frQm and against any and all liability, cIairns, demands, dafnages, losses, a�d expenses, including, but not limited to court costs and reasonabla attorney fees inciu7•ed by the OWNER, and including, without limitation, damages for bodily and personal injuzy, death and �roperty damage, resulting fi•om the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. � . Nothing in this Agreement shall be construed to create a liability to any pez�son who is not a party to tius Agreement, and nothing herein shall waive any of the parties' defenses, both at iaw or equity, to any claim, cause of action, or iitigation filed by an�one not a pai�ty #o this Agreement, including the defense of goveinmenial irn.munity, which defenses are hereby expressly reserved, ARTYCT,E X INSUR.AlYCE D�.uing ihe performance of the services under this Agreement, CONSULTANT shall maintain the following insurance vvith an insurance company licensed to do business in the State of Texas by the State Insurance Commission ox• any successar agency that has a rating with Best Rate Carxiezs of at least A or abov�: A. Comprehansive General Liability Insuz�ance with bodiIy injury limits of �ot less than $1,000,000 :for each occu�•rence and not Iess than $1,000,000 in the agg�•egate, and with property da�nage lunits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Automobile Liability Insurance with bodi�y injury limits of not less than $SQ0,000 for each person and not less than $500,000 for each accident, and with property damage lirnits of not less than $100,000 for each accident. � C, Worker's Compensation Insurance in accordance with statutory requu�ements, and Ernployex�s' Liabiizty Insurance with limits of not less than $100,00� foz• each accident. D. Professional LiaUility Insurance with limits of not less than $1,000,000 annual aggi•egate. E. Ti�e CONSULTANT shall furiush insurance certif'tcates or insut�ance policies at the OVINER's request to evidence snch coverages. The insurance policies shall name the OWNER as an additional insured or� all such policies, and shall contain a provision ihat such insurance shall not be canceled or madif'ied without thii�ty (30) days' prior written notice to OWNER and CONSULTt1NT. In such event, the CONSUL`�'AN`I' sk�alI, pzior to the effective date of the change or cancellation, sezve substitute policies furnishing the same coverage. ARTICLE XI ARBITRA.TI�N AND ALTERNATE DISPUTE RESOLUTION The pat�ties may agree to settle any disputes under this Agreement by submitting the dispute to m�ediation. No mediation arising out of or relating to this Agreement may praceed without the agreement of both pai�ties ta submit the dispute to mediation. The location for the mactiaiion shall be the City of Denton, Denton County, Te�cas unless a different location is agreed to by the pariies. ARTYCLE XII TERMTNATION OF .A.GREEM�NT A. Notwithstanding any other provisian of this Agreem.ent, either party may terminate by giving thirty (30) days' advance wx�itten notzce to the other party. ., B, This Agreement may ba taiminated in whole or in part in the event of eithe� pa�ty substantially failing to fuifill its obligations under this Agz�eement. No such tetrtnination will be affected uz�less the ot�ex party is given (1) written notice (delivered by certified mail, xetur� receipt reques�ed) of intent to termina#e and setting foz•th tkte reasons specifying the non-pei�formance, and not Iess than thi��ty (30) calendar days to cura the failure; and (2} an oppoz�tunity for consultation with the tei7ninating party pi�ior to tez�ninatian. C. If the Agreement is tetxninated piior to campletion of the services to be provided hereu�nder, CONSULTANT shall irnmec�iately cease all sez�v�ices and shall render a f nal bill for services to #he OWNER within thirty (30) days after t.�.e date of terminatian, The �OWNER shali pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbuxsable expenses to teimination incuz•�•ed prior to tke date of teimination, in accordance with Article V"Compensati�n." Shonld the QWNER . subsequentiy contract with a ne�v consultant for the continuatzon of �services on the Project, CONSULTANT shall cooperate in providing informaiion. The CONSULTANT shall tuin over all documents prepared or fui7v.shed by G4NSULTANT pi.�rsuant to this � Agreement to the OWNER on or before the date of tei7nination, but may maintain copies of such documents for its use. ARTICLE XIII RESP�NSTBILITY F�R CLAIMS AND LIABILIT�S Approval by the OWNEIZ shall not constitute, noz• be deex�ed a release of the a�esponsihility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and snbconsttltants for the accuracy and conipetency of theu designs or other work; nor shall such approval be deemed to be an �ssumption of such xesponsibility by the OWNER for any defect in ihe design or other work prepa�•ed by the CONSI7LTANT, its employees, - subcont�•actors, agents, and consultants. CONSULTANT retains design responsibility and liahility at all times during tlus Agreement and after completzon of this Agreement. ARTICLE �V N4TTCES AIl notices, cammunications, and repoi�ts 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, cet�tified mail, retucn reeaipt requested, nnless otherwise specifed herein. Mailed notices shall be deemed communicated as of three (3) days' rziailxng: To CONSULTANT: J''etxy L. Gaithex• Pax�tner, Assurance Services Weaver and Tidwell, LLP 12221 Merit Drive, Suite 1400 Dallas, Texas 75251 97�-�90-197� office 972-448-9263 direct Jei�y. C'raitker� WeavexLLP . com To OWNER: City of Denton George Campbell, City Manager 21.5 East 1VIcKinne� Street Denton, Texas 76201 940-349-7100 t�urchasin�cr,citYofdenton.com All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICI,� XV E,NTIRE AGREEMENT ..... :... .... ... . .. . . T1�is Agreement, conszsting oi 10 pages and the 3 pages fo�� � the Exliibii .A hereto, constitittes the complete and final expressian of the agreement of the pai�ties, and is intended as a complete and exclusive statement of the tezxns of their agreements, and supersedes all prior contempflraneaus offez�s, px•omises, representations, negotiations, discussians, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XVI SEVERA�3TLYT'Y If any pro�ision of this Agreement is found or deeined by a couz•t of competent jurisdictian to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remaindez• to be invalid or unenforceable, In such event, the paities shall refor�n this Agreement to replace such stricken provision with a valid and enforceable pxovision which cozxzes as close as possible to expi•essing the intention of the stricken provision. ARTICL� XVII COMPLIANC� WITA LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, xegulations, and ordinances applicable to the work covered hereunder as they may notiv read ar he�•ei�after be amended, ARTICLE XVIIY DISCRIMINATION PROHIBITED In perfoirning the services required hereunder, the C�NSULTANT shall not discriminate agaiust any �erson on the basis of race, color, religzon, sex, natkonal origin or ancestry, age, or physical handicap. ARTICLE �X PERSONNEL .A., The CONSU�TANT represents that it has or will secure, at its own eYpense, aIl personnel �equired to perform all �he services requued undex this Agreement, Such persotuael shatl not be employees or.off'icers of, nox have any contractual relaiions with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest o�� potential conflict of interest that may arise dltring the tei�n of this Agreement. B. All services required hereunder will be pel�formed by the CONSLJLTANT or undez� its supervision, All personnel engaged in work shall be qualified, and shall be authorized and pez�mitted under state and local laws to perform such sezvices. C. In those instances deemed necessary by th� OWNER, the CONSUI,'TANT, its employees and/or its Sub-consultants shall be required to submit to hackgrounc� checks. . ARTICL� XX ASSIGNABII,ITY Th� CONSULTANT sha11 not assign any of its scope of work under in thzs Agreemeni, and shall not hansfer any of its scope of work undex this Agreement (whether by assignment, novation, ox• otherwise) without the prio�• written consent of the OWNER. Should the CONSULTANT assign any part of the monies due under this Agreernent, CONSULTANT is requu•ed to provide w�•itten. notice of the same to OWNER, Any assignment of monies due under this Agreement shall not change any of the teims ot• conditions of this Agreement to anclude but not limited to the teims and conditions fox• payment under this Agreeinent. ARTICI�� XXi MODIFICATION � No waivez• oz� modzfication of this Agreement or oi any covenant, condition, or limitation herein contained shall be valid unless in writing and duly eYecuted by the paz•ty to be charged therewith, anc� no evidence of any waivez• or modification shall be offered ar received in evidence in any proceeding arising between the parties heieto out of or affecting this Agraement, or the rights or obligations of the parties hereunder, and i�nless such waiver or modif'ication is in writing and du�y e�ecuted;.and the parties further agree that the provisions of this section will not be waived unless as set forth herein. AR'TICLE XXII MISCELLANE�US A. The following exhibits are attached to and made a part of this Agreement: E�hibxt A— Weaver and Tid�vcll Proposal dated.May lst, 2013. Exliibit B— Substitute W-9 form foi� co�upletioz� by Contractor Exhibit C-- Conflict of Ynterest foxm for completion by Contrnctor B. CONSULTANT agrees that OWNER shall, until the expiration of five (5) years after the final payment or after fznal completiou of all work xequired under this Agreement, whichever is langer, have access to and the i�ight to examzne any dn•ectly pertinent books, documents, papers, coi�espondence, io include e�mails, and records of the CONSULTANT involving t�ansactxons relating to this Agreement. CONSULTANT is requued to maintain a�d make available all electronzc records associated with this Agreement for purposes of examination, CONSULTANT agrees that OWNER. shall have access during normal working houx�s to a11 neeessai•y CONSULTANT facilities and shall be provided adequate and appropriate working space in ot•der to conduct audits in compliance witk� this section, OWNEIZ shall give CONSULTANT reasonable advance notice of intended audits. This paragraph shall work in conjunction with the Audit provision set forth in A�.•ticle XXIII. C, Venue of any suit or cause of action under this Agreement shall lie exchisively in Denton County, Texas. This Agreement shall be construed in accordanee with ihe laws of ihe State of Texas. D. For the puipose af this Agreement, the key persons who will perform most of the work hereunder shall be Je�•ry L. Gaither, P�rtner, Assurance Services, However, nofhing herein sha111imit CONSULTANT fi•oni using ather qualified and campatent members of its fum to perform the seivices requu•ed l�erein. CONSULTANT understands that OWNER is to be informed of the removal or loss of any of the key persons woi�king under ihis Agreament. CONSULTANT aiso agrees to pz•ovide #he OWI�BR with natice af the name(s} of who it intends to replace the key person. OWNER shall have a right ta reject any replacement key peison(s) and CONSULTANT agrees to name a replacement key pex•son(s) accaptable to the OWNER: E. CONSULTANT shall commence, carry an, ancl complete any and all projects with all applicable dispatch, in a sound, econoznical, and efficient manner and in accordance with the pt•ovisions hereof. In aceomplishing the projects, CONSULTANT shall take such steps as �ue appz•apriate to ensure that the work involved is properly coordinated with related work being carried on by the 4WNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to tk�e Project, including �revious repoi�ts, any other data relative to the Project, and ar�anging for the access thereto, and make alI provisions fo�• the CONSYJLTANT 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 a�e for in�arznational purposes anly, and shall nat in an3T u7ay affect the substantive terms az� coz�ditions of this Agx•eeinent. ARTICLE XXIII RIGI3T TO AUDIT The OWNER shall have the righ.t to audit and make copies of the boaks, records and computations pei�taining to this agreement. The C�NSIILTANT shail z�etain such books, �ecords, dociunents and other evidence pertaining to this �lgreement during the contract period and five years thereafter, except if an audit is in progress or aiidii findings are yet unxesolved, in which case records shall be kept until all audii tasks are completed and resolved, These books, records, documents and other evidence shall be available, within 10 business days of rvritten request, Fui�ther, the CONSULTANT shall �also require all Subcontractors, material suppliers, and other payees to retain all books, records, documerits and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All b�oks az�d �•ecords will be made a�vailable within a 50 mile radius of the City of Denton. The cost of the auc�it will be borne by the OWNER unless the audit x•eveals an oveipayment of 1% or gre�te�•. Tf an oveipayment of 1% or greater occurs, the i•easonable cost of the audit, inolui�ing any travel costs, must be borne by the. CON�ULTEINT �vhich must be payable within five buszness days of receip� of an invoice, � Failure to comply with the p�•ovisions of this section shall be a material breach of this contract ax�d shall constitute, in the OWNER'S sole discretian, grounds for te�znination thereo£ Each of the terms "books", "records", "documents" and "othez• evzdence", as used above, shall be consttved to include drafts and electronic files, eve� if such drafts or electronic files are subsequently used to generate or prepare a%nal printed dacnment. 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 Agreeinent tluough its duly authorized undersigned of�cer on this the 18th day of June, 2013. w�- � �.�,�.-��.%/� WEAVER AND TIDWELL, LLP ��� IGNATURE /Zl �, ' � .l�rr� MAILING ADDRESS ���- �y�°� ��id PHONE N UMBER ��a '7DZ-���/ FAX NUIVIBER v�1 �� ���1 r F� PRINTED NAME CITY OF DENTON, TEXAS BY: G- ORGE C. CAMPBELL CITY MANAGER DAT'E: OG� I l�I I �� ATTEST: JENNIFER WALTERS, CITY SECRETARY , BY: APP VED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY - > BY: - � s �X�il�l� � Y���1 May l, 2013 Mi. Charles Springer Finauce Duector City of Denton 215 �ast McKinney Street Danton, Texas 7G201 Dear Mr. Springer: We appreciate the opportunity to provide the City of Denton (tha City) with fee estin�ates for the City's fiscal years ending Septeinber 30, 2013, 2014 and 2015 Evith options to extend our conhac# for an additional two years at the Ciry's option. We liave enjoyed oi�r association with the City atid have been able to anaintain our fees for the City's fiscal years ending Sepfemt�er 30, 2012 and 2011 at �lie same fee we proposed for 2010 due to ef�ciencies gained thx'ough grotiving ai�d contiuued kno�vledge of the City's opeiatiolis aiid contuiued and expanded use of techrcology du�xng the audit. Additionally, tlie U.S. Govet�t�netit Accountability Office (GOA) is expectad to adopt revised compliance requirameiits for siiigle audits, We ex�ect, based on prelinlit�aiy analysis of esposure drafts, that. there �vill be ft reduc�ion in the uahue and amount of co�.iipliance reqtiiiements for siugle audits. Considering the expected reduciioz�s and our expet�ieiice with the City for the past sevezal years, �ve are pteased ia provide the follo�ving estimate: FYE AttdidSingle Audit TCEQ Report Total 9/30/2013 9/30/2014 9/30/20I5 137,500 140,000 142,500 2,540 $ 140,000 2,500 t42,500 Z,soa ��s,000 The 2013 estimate represeuts aii approxiniate 10% decrease in #otaI fees foi 2012. We are ct�rreittly tl�e auditor of ftve of the approximately fifteen Tetias cities �vith populations bet�veen 100,OQ0 to 200,000 (siniilar size cities of Denton) �s �vell as being anditoi for ot�er 100 govei��mental entities that t'eeeive the GFOA ativard. �t�If�GEfEN4Ei1T Y161VERhNDtIp14ElLLU' UALLAS f,1E�=iBER 4f �A{(ER TIIIY CCRTI€IE� �UBUCACCOUfItAtJTSAt;GCDI1Sl1fTAI1iS 122.71►.if,Rit -0RIYE, SUITE 14U0, oA�IAS, T%75251 IftiEHNAiItlffAi i'i;(Y15'iCq`IE�iI.P,COhi P:E�J2M�4Dt9?0 f;(972}T028321 Cify of Denton May 1, 2�13 Page 2 Thank yoti for yotlr request for fee estiinates for the next tluee years and �ve look forward to a continued association tvifll the City. Sincerely, �� Jerry L. Gaither Partner PROFESSIONAL SERVICE� AGREEMENT FOR AUDITING SERVICES FOR THE CITY OF DENTON, TEXAS Scope of 5ervices A. Weaver and TidweIl, L.L.P. (Weaver) will perfortn the annual audit of City of Denton, Texas (the City), basic financial statements. Such audit will be conducted in accordance with generally accepted auditing standards; Government Auditin� Standards, issued by the Comptroller of the United States; the Single Audit Act of 1996; and the applicable OMB Circular, Audits of State and Local Governments, and any other applicable regulations as set forth by federal, state, or local regulating bodies. B. Weaver will issue a management letter to the City reporting any mater-ial weaknesses in the City's internal accounting controls discovered during the a.nnual audits of the Ciry's financial statements. C. Weaver wi11 perform the annual compliance audit and single audit of the City's federal financial assistance programs. Such audit will be conducted in accordance with generally accepted auditing standards; Government Auditing Standaxds, issued by the Comptroller of the Uiiited States; OMB's Compliance Supplement for Single Audits of State and Local Governments; the applicable OMB Circular, Audits of State and Local Governments; and any other applicable regulations as set foi�th by federal, state, or local regulating bodies, particularly the Governmental Accounting Standards Board as they may now read or hereinafter be amended D. Weaver will perfortn agreed upon procedures regarding the City's TCEQ compliance. E. During any fiscal year covered by this Agreement, the City may request Weaver to provide services in addition to the services provided hereunder. Weaver may, at its option, agree to provide such additional services upon terms and conditions as �nutually agreed upon. . Duration of Agreement F. This Agreement for audit setvices as specified herein for the financial statements of the Ciiy pertains to the City's flscal years e.nding September 30, 2013, September 30, 2014 and September 30, 2015 and, if the City exercises its option for the City's fiscal years ending September 30, 2016 and September 30, 2017 unless sooner terminated. SERVICE TIMELINE I'OR AUDITING SERVICES FOR THE CITY OF DENTON, TEXAS Proposed Schedule: Finn's ability to meet the tuneline: The schedule below indicates the dates of deliverables. We will work with the City to adhere to the schedule. WEAVER AND TIDWELL LLP AUDIT TEAM FOR THE CITY OF DENTON, TEXAS Jerry L. Gaither, CPA Parfner, Assurance 5ervices Parfner in Charge, Public Sector Practice Group Certified Public Accountant Texas Cerfified Govemment Financial Manager Professionai Experfence • Thirfy-five years of public accounting experience, inciuding 27 years as an audit parfner, all at Weaver • Leader of the flrm's governmental and nonprofit practices, responsible for all services to those clients: financiql audit, risk advisory services, forensic accounting, consulting, client relationships, and quality assurance • Directs Weaver's strategic growth plans, including the development of staff training, methodology improvements, a financial audit handbook and market development • Developed Weaver's audit methodologies for financial audifing of governmental entities such as cities, regional governments and public school districts, including single audits meeting the requirements of the U.S. Office of Management and Budget (OMB) A-133 • Has served for more than 3� years on the Government Finance �fficers Association (GFOA) Special Review Committee, making him the committee's most experienced Texas member • Engagement perrfner for 4 of the 25 largest cities and 3 of the 15 largest school districts in Texas • Serves as audit engagement parfner for school districts with total assets up to $1.5 billion and total revenues up to $825 million � Serves as audit engagement parfner for governmental entities with governmental-wide assets up to $1.3 billion and governmental-wide revenues up to $350 million Represenfiative Client Experience • City of Allen • City of Azle - City of Crowley • City of Desoto • City of Denton • City of Duncanville • City of Frisco � City of Grand Prairie - City oF Greenville � City of Haltom City • Ciiy of Highland Village • City of Killeen • City of Lancaster • City of Lewisville • City of McKinney • City of Rockwall continued • City of Rowlett • City of Sachse � City of University Park • Town of Addison • Town of Highland Park • Town of Little Elm • Town of Trophy Club � Town of Westlake • Birdville ISD • Carrollton—Farmers Branch ISD . � Fort Worfh ISD • Duncanville ISD • Highland Park ISD • Hurst-Euless-8edford ISD • Irving ISD • Lancaster ISD � Lewisville ISD • Mansfield 15D • Mesquite ISD • Richardson ISD • Plano ISD - Norfh Central Texas Council of Governments • Central Texas Council of Governments • Central Texas Workforce Development Board � Greenville Electric Utility Jerry Gaither, contrnued Professional Awards, Acflvifies and Memberships Member, Texas Society of Cerfified Public Accountants (TSCPA) ; Member, American Institute of Certified Public Accountants �AICPA) Member, Association of Government Accountants Member, Government Audit Quality Control Center Associate Member, GFOA and member, Special Review Committee Associate Member, GFOA Texas (GFOAT) Associate Member, Association of School Business OfFicials; former member, Panel of Review Former Member, Technical Issues Committee to AICPA as a liaison to the Government Accounting Standards Board Education Bachelor of Business Administration, A�counting, Texas Christian University - Currently meets continuing professional education required by Generally Accepted Government Auditing Standci�ds and the Texas State Board of Public Accountancy A total of 169 hours of continuing professionai educafiion over the past three years, including 92 yellow book hours relating to governmental accounting and auditing Governmental Continuing Educafion Detqil - Selected Courses • AICPA National Government A&A Update � • Weaver Public Sector Training • Advanced Govemment • Applying A-133 to Nonprofit and Govemmental Organizations • GAQC Required Annual Update Webcast • GFOA's 105th Annual Conference - Navigating the New Normal in Government Finance • Independence Requirements for CPAs � Intermediate/Advanced Government Course � OMB Circular A-133 8� SAS 117 • Personal and Professional Ethics for Texas CPAs • Single Audit/OMB Circular A-133 • Using the 2011 Yellow Book Independence-Nonaudit Services Documentation Practice Aid � Leadership 7raining—Assurance Parfners • Weavers Governmental and Nonprofit CPE Event Sara Dempsey, CPA Senior Manager, Audit Services Cerfified Public Accountant, Texas Professional Experience • Nine years of experience in public accounting • Practice emphasis in accounting and auditing for governmental and nonprofit entities, including municipalities, public school districts, charfer schools, transportation authorities, and councils of governments • Manages the annual financial audit for three cities with government-wide net assets in excess of $200 million • Prepares the CAFR, A-133 single audit reporf, state single audit reporf, passenger facilities charge program audit report, accountant's reports on debt coverage ratios, when applicable, for approximately eight entities, all of which receive the GFOA award • Supervises and reviews the work of engagement team staff � Researches proper accounting for complex transactions and assists clients with implementation of new accounting standards Government Experience • City of Denton • City of Killeen - City of Allen • City of Rowlett • City of Southlake • City of University Park � Town of Highland Park • Irving 15D • Mesquite ISD • . Lewisviile ISD - RockwalllSD • Alamo Area Council of Governments - East Texas Council of Governments Professional Awards, Activities, and Memberships � Member, Texas Society of Pubfic Accountants and its Dallas chapter • Member, American Institute of Cerfified Public Accountants � Member, Government Finance Officers Association • Member, 5pecial Review Committee of the Government Finance Officers Association (GFOA) • Dallas representptive, Women of Weaver • Auditor of the year at Weaver Presentaflons and Publications • Speaker, Advanced Government Training, "GASB and Yellow Book Update" and "CAFR Preparation," August 2012 • Speaker, 20 20 Audit Training, "New In-charge Training," June 2012 continued Sara Dempsey,.continued Education • Bachelor of Business Administration, Accounting, Texas State University • Currently meets continuing professional education required by Generally Accepted Government Auditing Standards and Texas Stpte Board of Public Accountancy • A total of 231.5 hours of continuing professional education over the past two years, including 95.5 yellow book hours relating to governmenta) accounting and auditing Governmental Continuing Educaiion Detail - Selected Courses • Advanced Government Auditing • 2013 GAQC Annual Webcast • 2013 AICPA Guides for State and Local Governme.nts, Not-for-Profits, and Yellow Book/Circular A- 133 Audits: What to Expect for Clarity, Auditor Reporf Changes, and More • Annual GFOA Conference • Baby Steps or Giant Leaps2 Sizing Up the Political Landscape - Changing the Rules of the Race: GASB Update • Pay to Play? A Look at the Financial Statements • Roundtable: Hot Topics from the GFOAT Forum • Running Amuck?I Best Practices in Accounting Policies and Internal Controls • Insight: Single Audit Fundamentals Part III: Understanding and Testing of Controls and Compliance • Single Audit/OMB Circular A-133 • Sampling in a Single Audit Environment • Employee Benefit Plan Update Dallas Dugger, CPA Senior Associate I, Audit services Certified Public Accountant, Texas Professional Experience Overfouryears' experience in public accounting Practice emphasis in accounting and auditing for a wide array of governmental entities and nonprofit entities, including public school districts, private schools, colleges and universities, cities and foundations Plans and performs audits in accordance with the Single Audit Act, OMB Circular A-133, and generafly accepted government auditing standards Reviews financial statements for proper reporfing and disclosures Supervises and reviews the work of engagement team stafF Experience auditing and verifying valuation of alternative investments, especially for foundations, endowments, religious organizations and higher educations Experience auditing employee benefit plans, including both 401(k) and 403(bj plans Supervises the financial audit of a private college; this nonprofit includes a single audit over federal financial aid as well as procedures to examine the appropriate use and classificafion of restricted funds Supervises the annual financial audit for the fourth-largest schooi district in Dallas County, with total assets up to $770 million and total revenues up to $511 million per year Experienced as a senior auditor on annual financial and single audits following Governmentdl Accounting Standards Board �GASB} requirements for a city with government-wide assets of $1.3 biliion and annual revenues of $340 miliion Government Experience City of Denton City of McKinney City of Southlake City of University Park Town of Addison Garland ISD Professional Affiliations Member, Texas Socieiy of Certified Public Accountants {TSCPAJ Member, American Institute of Certified Public Accountants (AICPA) Board Member and Treasurer, Clear Springs Home Owners Association Education Bachelor of Science in Accounting, University of Norfh Texas Currently meets continuing professional education required by Generally Accepted Government Auditing Standards and Texas State Board of Public Accountancy A total of 172.5 hours of continuing professional education over the past three years, including 118 yellow book hours relating to governmental accounting and auditing contrnued Dallas Dugger, contrnued Governmental Continuing Educafion Detail - Selected Courses Intermediate/Advanced Government Auditing -- - - -- - - - - - Singie Audit/OMB Circular A-133 2013 GASB/GAAP/GAGAS Update Sampling in a Fnanciai Statement Audit Sampling in a Single Audit Environment Employee Benefit Plan Audit OMB Circular A-133 and SAS 117 ACL Intermediate AuditWatch Level 4 Independence Requirements for CPAs LeMas er Dani�ls PLLC Certfied PublicAccountant5 andAdvisors Bellevue SYSTEM PEER REVIEW ' i Boise..... ... .......... ....... �_ .. . .. _.._. . . ... . , _..... ..._. . ... . .... .,_ . ... ..._,_.. ....,. , .. -._....._... . . . . , -�-I Gmndview AQoses Lake Omak otneno To the Partners of � Q����y Weaver and TidwelI, L.L.P. � sP°i:a"e • and the National Peer Review Committee of the r��-cties Amexican Institute• of Cextified Public Accountants Walla Walla Wenatchee � Yalclma We have reviewed the system of quality control for the accounting and auditing practice of Weaver and Tidwell, L.L.P. (the Firm) applicable to non-SEC issuers in effect for the year ended May, 31, 2010. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accottntants. The Firm is responsible for desigiling a system of quality control and complying with it to provide the Firm with reasonable assuxance of performing and reporting in conformity with applicable professional sEandards in aIl mafexial respects. Our responsibility is to express an opinion on the design of the system of quality control and the Firm s compliance therewith based on our review. The nature, objectives, scope, lixriitations of, and the procedures performed in a System Revie� are described in the standards at www.aicpa.org/prstunmary. As required by the standaxds, engagernents selected for revitew included engagements performed under the GoaernmentAuditing Standards and audits of employee benefit plans. In our opinion, the system of quality conirol for the accounting and auditing practice o# Weaver and • Tidwell, L.L.P. applicable to non-SEC issuers in effect for the year ended May 31, 2010, has been suitably designed and complied wifih to provide the Firm with reasonable assw�ance of performing � and reporting 9n conformity with applicable professional standards in alI material respects. Firms can receive a rating of pass, pass with deficiency(ies), or fail. Weaver and Tidwell, �.L.P. has received a peer . review rating of pass. � � � E�-ei- �/ �L � C. Spokane, Washuigton September 30, 2010 � ;��� -��� - _ _ ��_ �- - _ �� - _ , " �`� E�hib�i� Ci�y o� Denton Purchasing 9o1-B Taxas St. - ��,� Denton, TX 76209 ' Phone: (940? 349-i100 FaX: (940) 343-7302 .���--- � www.denlonpurchasinq.com New Vendor lnfor�ma�ion Shee# Tha !RS req�ires alf vendors to compleiz ths atta�hed W-9 Fonn. (Compteted W-9 Form must be returned wittr Vendor Applfcaiion). Rll inform�tlon must be tecelved before e purchase order ar paymant wi(I be tssued. �[ W-9 Attached � � New Vendpr � _ p Vendor Change Vendor Nurnber (required if chang{ng iflforrnation) [] Refund ComEranyllndSvidual Nama: Wsavex and T�.clwell, LI,P rax lnrsoclal security #: � 5- 0 7 8 6 3 Z 6 '�v.Ae nf Entitv: • � �ndividuaU Q Corporafion �J Partnershlo C} Govecnmer�ial C Oihar: Pfease Sofe EnE[ty Specify Prapriefar . ' PC3 Address: � Company Name: Weaver anci Tidwel.l, r LP Cantact Name: Wi 11 i am Jones Address: 2827 Y�zes� Sever��h S�reet Suite 700 �'ort Worth, TX 761p7 Phone Ntrmber; 8� 7- 3 3 2- 7 9 0 5 � Emaii; �ax Number; 817 � 4 2 9- 5 9 3 6 Wabs9te: R�rnit Acfctress: (if different from �bove) Company Narne: Contact f�ama; Addtess: PF�one Number. Fax Number. ` F,�, �[�t �� Request for iaxpayer (qev,pecember2011) Edentificaiian Number and Certrfication Dapar6�erA of the 7roaswy Intemal Rev�nue Servke _ N W � � a � m G �° s u `o � c .G c a� � 3 a � 0 m � 9haYm on youf 1nCOn1e tax reiu & Tldwell, LLP iameldisreyarded entlty namo, Check approP�ato Eax for fedoral lex cfassiF.catlon; . ❑ IndMduaVsole prvprietor ❑ C Cacporallan ❑ S Corp�atbn Q Pazmershfp ❑'GvsVestata � Llmfted Ilabffitycumpany, Fj�ter Ihe taz classlfkxlbn (C=C corporatlon, S=S corperation, P=partnersWp}►� Other(see Addrrss (numbef, sAeet, and apL or stnle no,) 2821 West Seventh Street, Suite 760 Fort Wprth, TX 76�Q7 �_ Texpayer ldeniification Number ('T"ItJJ �nteryourllfV in Ihe appropria[e box The TfM provldect must match the name gtven on ihe'Name` Itr #o evold backup wKhholding. Fot Indivlduals, thls is your sacial secur{ty number(55��. Flvwever, iora tesldent allen, sote proprietor, or dlscegarded entity, see the Pwt 1 Instructlons on page 3. For other enffUes, ft fs your employer ldenii6catlon number (EI{�l). It you do nol have a numbar, seo HoW togeta 77N on page 3, Note.lf Ihe account is fn moro ti�an one name, see the chart on page 4tor guldellnes on whose number ta enter. name Ciive Form to the requester. Do not send to the f RS. Exempt payoe Under penafdes of pequn�, I certtfy 1het: 1. 'fhe numbar shown on this fonn Is my corteci ta�ayer identilfcatfon numbar (or i am walNn9 for a number to be fssued fo me}, and 2, ! 2m not subJect to backup withholding because: (a} I am exempt from backup Y�Ithtwlding, or (h) i have not been notifled by the Intemal Revenue Service (lRS} ihat I am sv6jec[ io bac;c�p wElhholding as a tesult o( a fallure fo repvrt a!f interast or divtdends, v! (c) the 1F1S hus notlfied me that I am na bnger subjecl to backup wiEhhoiding, and � 3. 1 am a U.S, clHzen or ather U.S. person {defined befov�. Certificallort instructians, You rnust cross ovl tlem 2 ebove it you hava been nodfied by the 1RS Ihat yau are currenily subject to beckup withha�dfng because you have iailed to report ai3 Interest and dividands on yout lax retum. Por real astale hansactions, ftem 2 does not apply. For martg�ge interest pzid, acqu[sflloh or abandonmeni of secur�d property, cancellatfon ol debt� conM6utfons to an 1nd[viduaf �eliroment artangement (IRA), and generally, payments other than lntetest and JNldehcls, you ere not required to slgn ]hs certificaHon, hut you musi provida your corteci 71N, Sae the Instructlons o n page 4. ___ 1 _ 51gn s�gnature or " • � Here u,5.pareonY��`���� ,'� ��,�� f Generallnstructions �� Sscllon reFerences are to lhe lnterna) Ravenue Gode unless olhalv�ise noted. ' L 4 n _ Datef Note. I! a reqvester gives you a torm olhar then Form W9 to request your 71[J, yau must us� the Yequester's form K it Is subetanilally slmilar to thLs Fotm N1-9. ' pafin'rtion of a U:S. person. Foriederal teX putposes, you ere Purposs of Farm consldered a U.S. person f�youare: A person tvho is required to file an infortna�ion retum vrith the IRS must '��n�vidua( who Is a U.S. cftlzen a U,S. reslden! aden, obtaln your correct faxpayer ldent'�ficaffon number (IlN) to rapart, tor • A partnetship, corporation, company, or assaciaUortereated or eXample, Incdme paid to you, real estate tranractions, mortgege tnterest organi�ed in Ehe United States ar under iha laNrs of the United States, you pald, acquisttion or abandonment of secured properiy, cencellaUOn . p,,� �state (other than a forelgn estate), ar o( debt, or contrihullons you rnade to an tWa. . q domestk trust (as defined In Regulatlons secdan 3D1J70i-�. lJsa Form W9 on[y ff you are a U.S, gerson (ncluding a resident 5pecial rulas forparfierships_ Paftnershlps thal conducla tradeor allen), to prov�da your correct TIN to the person requesting ft{ihe hustness [rt tha United States are genarally requlred to pay a withholding requestar) ancf, when applicable, to; tax on any toralgn pariners' shore of Iricome from such buslness. _. 1. Certlfy Ihai tha TIN you aze giving fs correct (a you are waiUng ior a ��, In certatn cases where a Form W-8 has not been recetved, a number to be issued), partnersfilp Is requirad to presume that e pattner Is a fore(gn person, 2. Certtfy �hat you are not subjett to 4ackup �v'rthhpkling, or and pay lhe withholding lax• ThereTore, If you ere a U.S, person that Is a 3� Clalm exemptfon frnm backup wlthholding tf you are a U.S. oxeinpt P�� �$ P��hlp conducUng e trade or bustnass I� the Unfted payee. If appilcable, you are a�so certifying ihat as a U,S, person, your r States, provida FoRn W-9 io iha partnership to estabilsh your U,S. alloea6le shara of•any paru�ership Income Fran a U.S, Uade or business stetus and avotd withhoiding on your share n/ partrie�shlp tncome. is notsubject io Nta Wilhhotd[ng laX on foteigry pati[iers' share of ' eHeoilvelyconneofed income. Cat. No.1�17f ' Pomt �1i��9 (Aev, 72-2U7i) , Fam W-s (HOV. fazoo�l • The U.S. gtanior or oiher ovmer of a grantor lrust artd not lhe Wat, and + 7}[e LI.S, Irust (other ihan a grantor tnrsl} end not the be�tiClades ot Ine irusl, Forelpn person. ff you are a fare[9n person, da nol use Forrn W-9. Instead, use Ihe approprlale Farm W-8 �see Pub�Calion 5i6, WtthhokJlog of 7ax an Nonrestdent Allen�s and For�slgn Entilies}, NonroslcienE ation who b�comes e resident aEten. Generally, on[y e nonresldenl allen Individual msy use Ihv iomis oi a iex froaly to reduee or e�tmfnale U,S, 1ax on ceiiafn types o( Inaome. However, most IEVC IroaUes contain a provlslon known as a "savfng ciause." Exceptions spea(ied ]n lhe saving dause may Pettnlf an exemption from tau to conqnue for cerlain types of ncorna even atler lhc payee has otherwlse becoma a U.S, resfdent alten far iax purposes. If yvu are a U.S. rssident auen who ts retytng on an exception conialned fn fhe saving clause of a tex Ireafy 10 clatm en axempl3ori (rom u.S. lax on cerlsfi lypes of Incorne, you must attaclt a sEaiemenE fo Form W-8-that specitles the toliovdng five ifems; ' i. The treafy couniry. Generally, Ihls must be lhe s2rtte frealy under which you datmed axempiton from tax as e nonresident a4en. 2, 'The treaty artfcle addressfafl lhe (ncome. 3. Ttie articfo numbar (or tocatlon} tn the tax Iraaly ihat cuntains the savJng clause and Its exCeplions. d, ihs type and amounl o! Income Ihut q�taAfles for 1he exempt}on lrom tax. � 5. Sufflcienl facts to justify the exempffon from tax under ihe ferms of the Treaty aritote. Example. ,4rticfe 20 of (he U.S: Chfna inoome tax troaty allows an exerapllon tram tc� forscholarshfp lncome �ecelved by a Chlnese sluclenf temporarily present k� the United Slalas, Under U.S, (a�Y, this siacfent will become a resident 211en for tax purpases 1f hls ar her stay in Iho United Staies excecda 5 calendat years. However, paragraph 2 ot ihe Ilrsl Pralocol to ihe U,S.-Ch�na treafy (dalad April 3Q, i384j a1loYrs tt�e prov�sions of ,4riic(e 20 lo conlinue to app1y even after ths Chfnese shrdenl becornes a resfdani alien oi the Un�led Siates. A Chfnesa studept tvho qualifies for thfs oxceptlori (under paragraph 2 oi ihe Qrst prol000Q and Is relying on Rhfs excepUon to cfafm sn exempllon from lax on hls or her schafu5hlp or fepowsblp Iricome wouid allach lo Form vl-8 a statement thal lndudes ihe infwmapon dascribed above to svpport fhat exemptlon. ff you are a nanresiden! aUen or a fo�eipn ehUry nol subJecl to backup withhalding, g(ve Ihe raquss�er ftie approprfale completed form NJ-8. What ls baakup wilhholding7 Persons making cerlaln paymen[s to you must under cartafn Condlllons withhold and pay tp the IRS 2896 of suah paymenla liils ]s callnd "badcup wllhhoiding ° PaymanEs thal may be sut�Jecf io bacicup wilhhofding inr�uda 3nterest, tax-exempt Interest, d{vldands, broker and heMer' exchange transaclbns, tents, royalltes, nonemployee pay, and certafn paymenis trorn tl�h�ng 6oat operators. Roal eslafe Iransacllons ere not suh)ect to hadcup ydlhholdinp. You will noi be subject !o bad<up vriU�ftofding on paymenis ycu receiva iF you givo the raquastar your corraol 71N, mslce lhe proper corUilcutlons, arxt �epori all yarr laxabfo Irtlerest and ckvtdends on your lax relum, Paymenis You recelve �n�ifl be sub)ect to backup withholding if: t. Yau do aol (um?sh your TIN to lhs rec�uester, 2. Yau do not cerlify your TlN �,vhen reqWred (seo lhe E'�ri If inslruclio�s on page 3 tordeialis), 3. Ttie IRS tel(s lhe raquester �hat you (ur�ilshed an (ncorr�cl 11N, � . pago 2 4. Tha IRS tells you lhat you ars subJect to backup vrEthholding beeause you �d nol rapoH alf your Interest and dividsnds on your tax retum (ior reporiable Interest end dFvidends only}, or 6. Yaa do not cartlfy to�the raquesiel Ihat you are Aot sub�ect to backup'wMhhofd"�ng undet 4 above (for rsportaBle Mterest and dividend accoants openec! aRer 1983 anlyj. CeNaln payees and paymenfs are exempl frarri backup . wllhhoiding, 5ee the InslruoUons belotv and Ihe saparale Insiruattans for the Requaster of Form W 9, A}so see specta! n1les for partnershlAS nn p�4a i, Penaities Faflura ta lurnlsh T1K.1t you lail to furnlsh yaur conect TiN to a. requasiel, you are sub�eci to e pBnalty oi $50 for eaclt such fai[ure unless your !al}ure ta due to reasonable cause and nof lo wififul neglect, ClYfl panaltyr for tafse fniormatlon wilh respeot to withholding. lf you meka a talse s[atement tivllh na reasonabfe basls Ihat results In no baokup wlthhoiding, you aze subJeat to a $500 penally. Criminal pena{ty for falslfyfng InformaEfon. Wi11[ufly talsHying ceriiffcatlons or af6rmal;ons may subject you to criminal genaitiea Iaciuding Mas andlor lmprlsonment. tv[Isuse o! TINs, If iha requestsr dlscloses ar uses 7lNs !n vioFation of faderal faw, Ihe requester may be subject lo civft and cctminel penaflles� Specific Instructions Name tt yau are an indlvlduaf, you must ge�nerally enter !he nems shown on your lncome iax re[um. Nowaver, it you have changed yo�u lasi name, tor Instance, due io marriage wilhout !n(orming the Soclaf Sectxity Adtn(Nstrelian of the pame chenge, enter your frst nama, the IasE name shotivn on your soctat aecc�ity card, and your new East neme, tt �he account Rs in Jo[nt nemes, llsl tirsl, and thett drela, the name of Ehe person or eniity whose num6er you enlerad In f'art I o! �he iorm. Sole propr�elor. �rtler your individ�al name as shown on yo�r Income tax retum an the °Neme' Ilns. You may enter your business, hede, or'tlatng husiness as (DSA)" name on Ihe "BUSlness name" llne. Lfm}ted Ilablllty compa�y (LLC}, Gheck the "Umlled Ilablllty companyf' box only and enter Ihe appropriete code tor the fax ctessificailan C�" far dlstegazded enUty, "C" (vr oorparadon, 'P" far parinecship) lrt the spaae provkied. For a single-membor' LLC (EAChrding a foretgn LLC wilh a domesqo ovrner) litat Is dfsregaYded as an enUty separa(e from lts otvner under Regulallons secU4n 30t_7701-3, eMer ihe o�vne�'s nama on [he'Name" Itno. Enter the LlC's name on 1he "Buslness name° Itne, Far an LLC classfited as a parinershfp ar e corporaflon, enter tho LLCs name on the '�Namo" Ilne and eny buslness, trgde, or pBq nEUne on lhe "Busfnass nama" Ilne. Other entlties, �ntef your busirtess name as shown on requtred iederal tax documents on !he °t�tame" Ilne. ihls name shouid malch the name sho�vn on 1he charier ar othar legal document Grealing lha enlity. You may enter any busfness, irade, pr DBA nam9 on ihe "9uslness name" ilna, Nate. You are requested to check Ihe appropriate hnx lor your slaius QndlvlduaYsole propdetor, corporaflon, alc). Exempt Payee If yau gre exempt from bacfcup withholdfng, enlet your name as descrlbed above and chsck ihe uppropdale box lor your slah�s, ih6n oheck the °�xempt payee" box !n lhe llne follawing the husiness neme, s3gn and date the form. ' Farm W-9 �Rev. ia2oo7� � 3 GenetaNy, Ind[vlduals Qnduding sole ptoprletors) are not exempt from backup ti�l�:holding. CorpW��tlons ara exernpl Gom hackup wllld�blding for cerialn payments, such as lnterest and dlVidends. Notfl, I( you aro e�cempt Irom backup wllhholGl�g, ycu sf�ould sl�ff com�ete fhls lonn to avo{d posslble eroon�ous backup vrithhold ng. 7tie (olfowing payaas ere exempt from backup wlfhholding� 1. An organizatlon exempt from tax under sactlon 50i (a), any IRA, or a custodlal account under seotlon 403(bJ(� 1! ihe accaunt satfsfles Ihe requlremerrts o{ seotian 401{9(2), 2. The Unfted Siales or any of Ets aganoles or Instrumeatallltes, 3. A state, Iho Dlsirtct o( Cotumbfa, a possesslon of lhe Uniied Siales, or any o� U�air pollUcal subdivislor�s at Irsstrumentallltes, 4, A forelgn govemrnant or any of Ils paOVcal subdlvtsions, agencies, or loslrvmenlaliltes, or b. M Irttema[ic�ial argantzatlon or any ot Its a�encles or Instnrmentali�es. ' Qther payeos that may be exempt irom backup w[lhholding Include: 6. A corporadon, 7. A lorefgn central 6anit ot )ssue, 8. A dealer 1n secudUes ar commodllles required to regisler in lhe United state's, [he olstricl of Columbla, or a posse�lon of the Ciniled Sfales, 9. A fatures cornmissbo merchaql �eglstared wllh the Commadily �ulures Tradiag Commisslon, iU. A rea! estaSe imesilnent trust, 1 i. M entity regls[ered at alf 11mes during the tax year under the fnvesfinent Compeny.4ct of i8A0, - 12. A common irust fund operaled hy a i�ank under seclfen sa���J, 13. A financlal InsiituUon, 1A. Amfddlaman known in [he invostmenl wmrnun(ty as a nomince or coslodlen, or 18, A irust axempt from tax vnder sectlort 6B4 or Jescrfb�d In seo{!on 4947.' The chart belav shows rypes of paymenis ihat may ba exempt (rom backup tvilhholding. Trio chart applfes to Ihe exempt payees listed above, 1 livough '15, IF tha paymont la tor ... 7HEtJ thv paymont Is exempt for . Ipteresi and dividend payments Au exempt payees except tor 9 k�rokar transacNans Fxempt paye9s 1 lhrouc�h 13� Nso, a pe►son regfslcrod under lhe Inveslment Advlscrs Aal o( f 940 who regulatly ects as a braker 6arter exCf�ange iransactlons I Exampi payees f thwugh 5 end patronago �ividends Paymenls ovQr 36D0 requlred Generally, aiempt payea� to be �epo[tec! and dlteot 1 Ihrough T saTes over $5,000` . �See Form 10�9•T.S15C, t�4lscellaneaus I�como, t�nd iU IratrucUons, 'Howovof, lhe fotlovring payments mule to a corporoUon Qndudrg � prOC�+Cds pald to an attorrtey Vndet secllon &045�Q, even !f lho allamoy Is m corporaL'or� and repalabla on Form t�8•hSI5C arb nol exempl from bacScup �vtlhlw}dlnp: mcdMal and heaRh care paymenls allorneys` fees, and payrtfenle lor serNcat paM by e federal exeoWYaOgcVwy, Part I, Taxpayer ldentif)cation Number (T[Nj . Enter your TIN ln ihe approprfato box. It you are a resideni a�len and you do not have anc! ere not ellglble to get an 55N, your TIN !s your IRS (ndividual tnxpayer (dentificaltan number (I71t�. �nter fi �t the snala! security number box, fl you do noi have en fflhf, sea How ta get a,7lN balow. II yau are a sale propdeior and yau hava an EIN, you may enter etther your S5N or BIN. Hbwever, !he IRS prafers Ihet yau use yaur SSN. if you ar� a single�msm6er LLC thal is d(sregarded as en eniily separata from ifs owner (sae Ltmltsd pab171y company (ZLC) on pape 2j, anter the owners SSN {or EIN, If tha owner has one?, po not er�ief fhe dlsregerded enllty's E(N. If the LtC Is classNfed as a corporalton or partnership, enter ff�e enilt�& �IN. Nota. Sea iha chari on page A for {uriher clarif)cation ol neme . and TIN combinalians. How to get a TfN. If you do not�have a TiN, appty for one lmmedlatefy So aFply Enr an SS�, gei Focm 5S-6, Appllcatian for a 5co�ai sec�,dty Card, iram your lacal5xlal Secmity Adm(r�slrallon ofllce nr get lhls (orrn onllne at ivwtt,ssa,gav. You may a�so gel 1hSs fatm byoe11fr1g 1-8¢D-772•i213. Use Form W-T, Appllcallop far IRS Irtdlvtdua( 7axpayer ldenqftcalfop Numher, to app�y for an 1'FIN, ar Farm SS-4, Applfcation for Fmployer fdenll�caUon NutnCer, to appfy ior an FJN. You can apply for an EIN onl(ne by accessing ttte IA6 website ai ►vw4v.ks, ovlbustnesses end cackfng on �mployer )dsnlillcation iVum�er�E3t�p under Starting a 6uslness. You can geF Forms W-7 and SS-4 from IhB Ips by v�slling w�vw.Gs,gav ar by caping 1-800-TAX-FORM {i-SDO-829-3676}. I[ you are esked to complete Form W-$ bui do not hava a 71hf, 4Yrite "RppIf�d Fa° En ihe space lor the TIN, sfgn and BaEe ihe Eorm, and give 91 fo tha requeslar. Far fnterest snd dtvidend payments, and certaln payrnants made wlth rnspect to readily tradabfe lnsinxne�ts, generaliy you vr�i have 60 days lo get e 71N and glve 1f to �he requester before you are subject l0 6aGl�up wlthhofd,ng on payrnents.l'he sp-day n,la does not apply to oiher{y�es of payrt�ents, You wfll be subJect to backup �vithholding on nll such paymenls unUl you provlde yqur 77N to fho reqvestef Note, Enter�ng °Applled For' means lhet you hava e�ready apptled for a�fN or Ihai you Intend to apply tar one soon, Cau�ton:,4 dlsregerded domaslla enNly thal has a forelgn ownar mus� iue fhe approprla(e �orm W-8, Part fl. Certificatfan Ta eslabllsb lo Ihe �vilhholclfng agent that you are a U.S. persatt, or restdent anen, sfgn Form W-9. You may 6e raqvesiQd to slgn by ihe wflhhofding aqant even 1f Items 1, 4, and S beloW [ncficatv othenvkse. For a}oint 2ccount, onfy Ihe person whnse SW ts sho�yn In Part I shot►Id slgn (when reqvir'ecq. �xempt payees, see �irempi Payes on page 2. Slgnafura I'equirements, Comptete ihe ted'rfical[on as [ndlcated in 1 �Uuougb 5 batow. �. Interast, divtdend, end barler ezahange a�caunts opened beforo i98�i and Broker eccaunts consfdered acUve duripg 1983. You mvst 9ive your sornaat iIN, but you do noi have to slgn 1he ceiiftfcallon. 2. Inierest, dlvidBrtd, bro[cer, and harter exchango acoounb oponed aear i985 and broker accounts oonstdered inactivs d�u�ing is89. You must sfgn ihe cerUficalion or backup wflhhalding w[It epp(y, IP yo� are subJact to backup wRhltoldfng end you ere merely praviding yaar correot T1N lo lhe requester, �ou must cross out flem 2 In ihe oerliflcailon befo� slgnfng ihe Ot(il, F«m w-s (aav. �a2oo� 3. Reel estate iransactlons. Yoo musl slgn tho cerl�icaUoo. Yau may oross out item 2 of Ihe cerUficat(on. 4. Other paymen�s. You must give your cotiecl 71N, but you do rtot havo to slgn lite ceriifica�ion unless you havo been nollfted khat you have }�revlousiy given en lnconect TtN, "OiFrer paymanls" �nciude payments made in lhe course of ihe requesler's trada or bus�ess !or rents, royaltles, goods (olher tf�an 61tls for merchandise}, medical and heallh care sar�lces pnduding payrnents to corporalions), paymen{s lo a nonemptoyee (or sorvfces, paymenis lo ceriain Ilstdrtg boei wew members and flsltermen, and gross praceeds patd Io eltomeys (lncl�ding payments 10 corporatlons}. , 5, Martgage interesY pald by you, acqulsiilon or abandonment o( secured property, cancellatlon of debt, qualifisd tuilion program paymenls (under seCtion 828), 1F3A, Caverdoil ESA, Arclior MSA or HSA conlliGUHons ar dlslribUllons, and penston dlslrfbullons, You must givu your correal Tli�, bul you do nol have lo sign lhe cerUficallon, What Name and NuttibeY To Glve the Requester For 1hLS type of occouot• 1. tndMaua! 2. T1VO a mo� IndNMuais Cjojtl accounq 3. Custodlan account oF a mtnar (Unlfam GMt (o }Alnols Acy 4. a Tha ustra� ra�'ocablo sa�ngs +nnt (grentor [s otso �cuslee} b. So-callcd Ws[ eccouN ihet )s nol a leg�l orval,�d Gust u-der stato taw 5. 504e ptoptlelorshlp or dlSiEpardacf entity ov�ned 6y an trw'NidVal Gfvo namo ond SSN of, Tl a G�d�/�duaf Tl-,e actual ownerof lhe actount of, if comb+�aa (w�ds, Ute rusl IndMdu� m Iho a�ocount' 7�e mfnor' Tne granlor-Irustee � -rne ac�uat awr�er ` t�a v�mer' �or thle type oI accounL � O[vo namo and EIN o!: s, pisrega�ded enUty rrot ormed by an htdtv(dual 7. A wd'�d tncsl, e�ta�e, w penslm �ta1 8. Co�paata a L,LC NeeUng Cofporate slelus on Fornf N832 9. Assoc�atlon, cNp, rc1!gkus, dleiilub�0, EdVt&IEonat� or oth¢r tex-a+aempl otaa^halion 10, Pa�trerSAfp cr mUtl-mom6er LLC i1. A brakera reglslarad nominee 12, Acoount with lha 4sparlme� ot Pgrlwkureln tho name nf a pv6lk esltHy (such as a siete a local �� govemmen4 sclnwt dlsVrki. ar prfson) Uaal receNes apdcuriurat i program payman�s rne otimcr lcgal er�ity � 1'tie corpotalton The orpanlzaUon ihe partnershf�, Th0 bfOk2f Of RotRf[le o The �bik entity 'Ust 6Rt and t4de iTiO nuna aQ Vw 9:�� af�u�s nketu lrau tccrdsR u oriy um pe+ean on e Joha1 aaunt has rn 55�, Nst p�scn'a narket nful ba furro.'�hed tC�ICI6!}IB T{Ik10rS IUTP !.11d /II116}11IIB 1fN/F�0 SSN. �YO(1 �Ktsl SfAST ]Wf V�W'fi fen'd E1d )Ztr Rvy ika e�N YOl7 6[ls�fes.6 pC'��' nama on ita cuqM naTa rra You may �sa �dur�our S4H or EtN 4'� Y�+ haw ane). b1A Iho If55 m�+fPg¢s )rou lo �ta )ccY SSH_ ' tbt rtrx a,d ado uw rw+rn of u,e InA4 uacq a c�t+n wsi Wo not Mc�h ma nx of �he Pasatal �cproxn4alw or hust�es attss� Ihalaqal en6tY 8selt ts tat des'9rutN fn Iha �*zuql v�a1 Atr.o sea Spectv ndes fuo�'Js on p.iSe s. Note. I( no neme is circled when more than one name is Ilsted, lhe number wIU be consfdered to be that of Ihe (irsi nsme Ilsied. � I'age �4 Secure Your Tax f�eaQrds from Ideniity Theft Idenllty Ihefl occt►rs when saneone uses your personai InfarmaHon such as yaur name, soclal security number (SSN), or other identifying intorma�lon, vAltwut your permtsslon, to commlt travd ar o{het cdmes. An fdenUry ihief may vsa your S5N to get e job or may tile a tax relum usfng your SSN to recnlve a reiund. To reduce your risk: • Protect your SS�, • Ertsure your employer Is protecli�g your SSN, and • ee ceraful when choostng a tax preparer, Call ihe IRS a1 f-BOO-82&i44o If you thlnk your ldenlity has bEen vsed Imappropriately tar tax purposes, Vlciims of idenlHy Iheft V�ho are expedertcing economlc harm or a syslem problem, or ere seekfng help in resotv�eg fax problems that have not been resolVed thrnugh norrnat chanrteis, may be eflgf6lo for 7axpayer P.dvocale Servfce (TAS) asslstance, You can reach TAS by calDng the TAS tod-free ense lntake Itne at S-87T-777-4778 or TTYff'DO i•800-829-4059. Protect y,ouraelf [rorri suspiciaus entails or phisding schemes, Phlshing ts 1he aeatfon ortd use of emall anc! websiles deslgned io mlmlc (eglllmate bvsti�ess emalls and svebsites. The most common aot 1s seridtng an emeif to a user falseiy ctalm(ng to be an eslabllshed }egil(mals enterptlsa (n an attampt to scam l�s user Into surtendering }xivata In(ortttaifon tha! will be used for tdeniity thefL • The WS does not initfate coote�ls vrfth la�tpayers vIa ernafls. Also, the IRS does nol requost parsorvil delailad fnFormapon Utroagh email or ask taxpayers for the PW numhers, passtvords, or slmllar secret access inEormailan far ihelr credlt prd, ban&, or other fl�anctal accounts, li you reaeiva an unsallcited emeil cialming lo be (tom Ihe 4RS, (on�rercf Ihls rnessage to phfshing�lns.gov. Yau may alsa reporf . misuse o{ the IRS name, logo, ar olher IR5 persorial property ta ihe Traasury lnspacror c3eneral for Tax Adminlstrat[a� at 1-80a366-4d84. You can tor�vard susplclaus amslls to the Fecferaf Trade Comrt�sslon at spam�uce,gov or conlaoi them at mnv.consumer.gov/Idthelt or 1-677-ID7HEFT(438•d338). Visit lha 1RS �vebslla a! www.frs,gov to leam more aboul IdanUry ihaf� and how to reduce your risk. Privacy Act Nolico ' Seotlon 6109 of 1ha Intem�! Re�renuo ccdo rcqukas you lo protiide your ooRect T�ta fo �etsons wtw must ela Informatbn rehara wtlh Iha lR9 to mpwt fntxmq dh�ldends, mid ceitalh athet Incana pald to you, rmrigage lnlerest you pa(d, (ho aoqutsitbn or abendonment ol eeuxed propwty, c�rxetlatbn oI debl, w cor.lribullore you mado ro on !R!� a rYc)wr 1ASA or FfSA. Thn 193 uses tha menbers fa tdanlfncatfon purppses and to heip vaiy ihe aavracy ol your Lax relum, Tha IA3 may also prcvlde tlds infortnal;en ta the Dnpzrlmenl of Jwitce lor dvtt gnd crTmb�a] IiUga@oo, wid !o ulles, sfate9, tAa O{strtci aF Cdvm�ia, and US possesslans to carry ou1 U�e+i te,� }aYrs. 5Vo mey aEso dlsciose (his tnformallon lo olher countAes upder a fax Ueary, !o federal end siale ependrs b entate (�eral noRlax alminal lavrs, a to fedece� la�v enWrxmen( and tntoUlgence agendas lo combal lertorlsm, Yov must prov:do ycur TIN vrMlher or notyou ere reqtrired 1a file e tex relum, Pay+ats must generdlry wNhhold 2896 of laamb�O intetast, divjdend, and Cerlaln aUler �J3Yf[}C(VIS IO ${T3jIC0 R'I'p G�OPS J10L $IVU d Tlll ta a payer, Cerlaln penallSqs �[tay also apply. - ��hib�� C CON�'L.1CT OF 1NTEREST QUESTIONNAIRE F'ORM CI �or �endor or other erson doin business with local overnrriental entif This questionnaire reflects changes made to the law by H.B. 1499, 80th Leg., Regwtar Session. OF'�fCE USE ONLY This questionnaire is being filed in accordance with chapter 9 76 of the Local Government Code by a Date Received person who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements. under Section 176.006(a). By law this questionnaire must be fifed with the records administrator of the loca( government entity not later than the 7th business day after the date the person becomes aware of facts ihat require the statement to be filed. 5ee Section 176.006, Local Government Code. A person commits an offense if the person icnowingly violates Section 176.006, Local Governmen# Code. An offense under ihis section is a Class C misdemeanor. � Name of persan who has a business retationship wifh loeaf governmentai entity. 2 n Check this box if you are filing an update to a previously filed questionnaire. LJ (The law requires that you flle an updafed completed questiannaire with ihe appropriate filing aufhority noi later than ihe 7'" business day afier the date the originally filed questionnaire becomes incorrtplete or inaccurate.) 3 Name of local governmenf officer with whom fller has an empfoyment or husiness relationshlp. �Iame of Officer This section, (item 3 including subparls A, B, C& D), muat be completed for each officer with whom the filer has an employment or other business re[aEionship as defined by Section 176.001(1-a), Local Government Code. Aitach additiona[ pages to this Form CIQ as necessary. A. Is fhe local government offrcer named in this section receiving or tikely to receive faxabie income, other fhan investment incorne, from ihe filer of #he questionnaire? � Yes � No B. Is the fifer of the quesfionnaire receiving or likely to receive taxable income, oiher than investment income, from or at ihe direction of the local governmeni o(ficer named in this section AND the taxable income is not received from the local governmenial eniity? 0 Yes � No C. Is the filer of th(s quesiionnaire employed by a corporaiion or other business eniity wiih respect to which fhe local government officer serves as an officer or direcior, or holds an ovanership of 90 percant or more? � Yes � No D. Describe each afftiiation or business relatfonship. � Signature af person doing buslness with fhe governmental eniity Daie