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HomeMy WebLinkAboutContract 53357 weaver Austin I Conroe I Dallas I Fort Worth I Houston Los Angeles I Midland I New York City I San Antonio IzNsurance•Tax•Advisory December 27, 2019 CITY SECRETARY CONTRACT NO. .53351 Tony Rousseau, Assistant Finance Director City of Fort Worth, Texas 200 Texas Street Fort Worth,Texas 76102 Dear Mr. Rousseau: You have requested that we audit the statement of revenues, expenditures and changes in fund balance for the year ended September 30, 2019 for following public improvement districts of the City of Fort Worth,Texas: • City of Fort Worth Public Improvement District No. 1 - Downtown, • City of Fort Worth Public Improvement District No. 6- Park Glen, • City of Fort Worth Public Improvement District No. 7- Heritage, and • City of Fort Worth Public Improvement District No. 19- Historic Camp Bowie For purposes of this letter, all entities mentioned above will be collectively referred to as "the PIDs". We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter. Accounting principles generally accepted in the United States of America require that management's discussion and analysis be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. This engagement letter consists of the following documents, plus appendices: • This Engagement Letter • Appendix A-Procedures for Agreed-Upon Procedures Audit • Appendix B-General Terms and Conditions • Appendix C-Verification of Signature Authority Audit Objectives The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly presented, in all material aspects, in conformity with generally accepted accounting principles. The objective also includes reporting on internal control related to the financial statements and compliance with the provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. We cannot provide assurance that unmodified opinions will be expressed. Circumstances may arise in which it is necessary for us to modify our opinions, add emphasis-of-matter, or other-matter paragraphs. If our opinions on the financial statements or compliance are other than modified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audits or are unable to form or have not formed opinions, we may decline to express opininns or withdraw from this engagement. Weaver an obit" 2821 West 7th Street,Suite 700 i Fort Wor h CtTJ SfCRE rA y;, Main:817.332.7905 1 Fa :8 4 II CPAs AND ADVISORS th,TX AN 2 2020 a�aFF Cnv"o,4TU",: City of Fort Worth,Texas December 27, 2019 Page 2 Auditor Responsibilities We will conduct our audits in accordance with auditing standards generally accepted in the United States of America (U.S. GAAS) and Government Auditing .Standards issued by the Comptroller General of the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the basic financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to error, fraudulent financial reporting, misappropriation of assets, or violations of laws, governmental regulations, grant agreements, or contractual agreements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. If appropriate, our procedures will therefore include tests of documentary evidence that support the transactions recorded in the accounts, tests of the physical existence of assets, and direct confirmation of cash, investments, and certain other assets and liabilities by correspondence with creditors and financial institutions. As part of our audit process, we may request written representations from your attorneys, and they may bill you for responding. At the conclusion of our audits, we will also request certain written representations from you about the financial statements and related matters. Because of the inherent limitations of an audit, together with the inherent limitations of internal control, an unavoidable risk that some material misstatements may not be detected exists, even though the audit is properly planned and performed in accordance with U.S. GAAS and Government Auditing Standards issued by the Comptroller General of the United States of America. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements. However, we will inform the appropriate level of management of any material errors, fraudulent financial reporting, or misappropriation of assets that comes to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. Our responsibility as auditors is limited to the period covered by our audits and does not extend to any later periods for which we are not engaged as auditors. In making our risk assessments, we consider internal control relevant to the FIX preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the FIX internal control. However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audits of the financial statements that we have identified during the audits. As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the FIX compliance with the provisions of applicable laws, regulations, contracts, and agreements. However, the objective of our audit will not be to provide an opinion on overall compliance and we will not express such an opinion. City of Fort Worth,Texas December 27, 2019 Page 3 We may from time to time, and depending on the circumstances, use third-party service providers in serving your account. We may share confidential information about you with these service providers, but remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures, and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality agreements with all service providers to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. In the event that we are unable to secure an appropriate confidentiality agreement, you will be asked to provide your consent prior to the sharing of your confidential information with the third-party service provider. Furthermore, we will remain responsible for the work provided by any such third-party service provider. Management Responsibilities Our audits will be conducted on the basis that management and, when appropriate, those charged with governance, acknowledge and understand that they have responsibility: a. For the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; b. For the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to error, fraudulent financial reporting, misappropriation of assets, or violations of laws, governmental regulations, grant agreements, or contractual agreements; c. To provide us with: i. Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements such as records, documentation, and other matters; ii. Additional information that we may request from management for the purpose of the audit; and iii. Unrestricted access to persons within the PIDs from whom we determine it necessary to obtain audit evidence. d. For including the auditor's report in any document containing financial statements that indicates that such financial statements have been audited by the PIDs' auditor; e. For identifying and ensuring that the PIDs comply with the laws and regulations applicable to its activities; f. For adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the current year under audit are immaterial, both individually and in the aggregate, to the financial statements as a whole; g. With respect to any nonaudit/nonattest services we perform, including preparation of financial statements, for (a) making all management decisions and performing all management functions; (b) assigning an individual with suitable skills, knowledge, and experience to oversee the services; (c) evaluating the adequacy of the services performed; (d) evaluating and accepting responsibility for the results of the services performed; and (e) establishing and maintaining internal controls, including monitoring ongoing activities. These nonaudit/nonattest services do not constitute an audit under Government Auditing Standards and such services will not be conducted in accordance with Government Auditing Standards; and City of Fort Worth,Texas December 27, 2019 Page 4 h. With regard to the supplementary information referred to above: (a) for the preparation of the supplementary information in accordance with the applicable criteria; (b) to provide us with the appropriate written representations regarding supplementary information; (c) to include our report on the supplementary information in any document that contains the supplementary information and that indicates that we have reported on such supplementary information; and (d) to present the supplementary information with the audited basic financial statements, or if the supplementary information will not be presented with the audited basic financial statements, to make the audited basic financial statements readily available to the intended users of the supplementary information no later than the date of issuance by you of the supplementary information and our report thereon. Government Auditing Standards require that we document an assessment of the skills, knowledge, and experience of management, should we participate in any form of preparation of the basic financial statements and related schedules or disclosures as these actions are deemed a nonaudit/nonattest service. During the course of our engagement, we will request information and explanations from management regarding the PIDs' operations, internal controls, future plans, specific transactions and accounting systems and procedures. At the conclusion of our engagement,we will require, as a precondition to the issuance of our report, that management provide certain representations in a written representation letter. The City agrees that as a condition of our engagement to perform audits that management will, to the best of its knowledge and belief, be truthful, accurate and complete in all representations made to us during the course of the audit and in the written representation letter. The procedures we perform in our engagement and the conclusions we reach as a basis for our report will be heavily influenced by the written and oral representations that we receive from management. False or misleading representations could cause us to expend unnecessary efforts in the audit; or, worse, could cause a material error or a fraud to go undetected by our procedures. Agreed-Upon Procedures We also agree to apply the procedures in the attached Exhibit A to the following public improvement districts of the City of Fort Worth,Texas: • City and Fort Worth Public District No. 1 1 -Stockyards, • City and Fort Worth Public District No. 12-Chapel Hill, • City and Fort Worth Public District No.14-Trinity Bluff • City and Fort Worth Public District No. 15-Sun Valley For purposes of this letter, all entities mentioned above will be collectively referred to as "the AUP PIDs". City of Fort Worth, Texas December 27, 2019 Page 5 These procedures will be applied for the purpose of reporting our findings in regards to the results of the procedures performed. The procedures we will perform have been agreed to by management of the City and management of the AUP PIDs.These agreed-upon procedures are on the attached schedule. We will conduct our engagement in accordance with the attestation standards for agreed-upon procedures engagements of the American Institute of Certified Public Accountants. The specified parties listed above are solely responsible for the sufficiency of the agreed-upon procedures for their purposes. Therefore, we make no representation as to the sufficiency of these procedures for the purposes of the specified parties or for any other purpose. The agreed-upon procedures are not designed to constitute an examination or review of the subject matter. Therefore, we will not express reasonable or limited assurance on the subject matter. We have no obligation to perform any procedures beyond those agreed to by the specified parties as enumerated in this letter of engagement. If, for any reason, we are unable to complete the procedures, we will not issue reports as a result of this engagement. Our procedures are also not designed to detect error or fraud that is immaterial to the subject matter information. However, we will inform you of any material errors or fraud that come to our attention, unless clearly inconsequential. Our responsibility is limited to the period covered by our procedures and does not extend to matters that might arise during any later periods for which we are not engaged. At the conclusion of our engagement,we may also request certain written representations from you about the subject matter information and related matters. We will present written reports listing the procedures and our related findings. The reports will be intended for use by and restricted to the use of the specified parties as identified above, and our reports will contain such restricted-use language. We will maintain the confidentiality of your personal information and apply procedures to protect against any unauthorized release of your personal information to third parties. Reporting We will issue written reports upon completion of our audits of the PIDs' basic financial statements and agreed upon procedures of the AUP PIDs. Our reports will be addressed to the governing body of the management of the City of Fort Worth, Texas. We cannot provide assurance that unmodified opinions will be expressed. Circumstances may arise in which it is necessary for us to modify our opinions, add an emphasis-of-matter or other-matter paragraph(s), or withdraw from the engagement. In accordance with the requirements of Government Auditing Standards, we will also issue written reports describing the scope of our testing over internal control over financial reporting and over compliance with laws, regulations, and provisions of grants and contracts, including the results of that testing. However, providing an opinion on internal control and compliance over financial reporting will not be an objective of the audit and, therefore, no such opinion will be expressed. Engagement Fees The fees for our procedures will be as follows. $10,000 for each of the audits of: • City of Fort Worth Public Improvement District No. 1 - Downtown, • City of Fort Worth Public Improvement District No. 6- Park Glen, • City of Fort Worth Public Improvement District No. 7- Heritage, and • City of Fort Worth Public Improvement District No. 19 - Historic Camp Bowie City of Fort Worth,Texas December 27, 2019 Page 6 $2,500 for each of the agreed upon procedures for: • City and Fort Worth Public District No. 1 1 -Stockyards, • City and Fort Worth Public District No. 12-Chapel Hill, • City and Fort Worth Public District No.14-Trinity Bluff • City and Fort Worth Public District No. 15-Sun Valley The fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the audit. We understand that your employees will prepare all confirmations we request and will locate any documents or support for any other transactions we select for testing. Our engagement fees do not include any time for post-engagement consultation with your personnel or third parties, inquiries from regulators or testimony or deposition regarding any subpoena. Permission for any of these services will need to be approved by the City, in writing, prior to commencement of the same. Any charges for such services will be agreed upon mutually by the parties and billed separately. Our engagement fees do not include consulting on the adoption of new accounting standards and any increased duties because of any future regulatory body, auditing standard or an unknown or unplanned significant transaction. We will consult with you in the event any of these take place that may affect our fees. Our invoices for these fees will be rendered each month as work progresses. Our fee is based upon the complexity of the work to be performed and the tasks required. Payments are due in compliance with the Texas Local Government Code. Other In the unlikely event that circumstances occur which we in our sole reasonable discretion believe could create a conflict with either the ethical standards of our firm or the ethical standards of our profession in continuing our engagement, we may suspend our services until a satisfactory resolution can be achieved or we may resign from the engagement. We will notify you of such conflict as soon as practicable, and will discuss with you any possible means of resolving them prior to suspending our services. The hiring of or potential employment discussions with any of our personnel could impair our independence. Accordingly, you agree to inform the engagement partner prior to any such potential employment discussions taking place. You agree to inform us of facts that may affect the basic financial statements of which you may become aware during the period from the date of the auditor's reports to the dates the basic financial statements are issued. During the course of the engagement, we may communicate with you or your personnel via fax or e-mail, and you should be aware that communication in those mediums contains a risk of misdirected or intercepted communications. City of Fort Worth,Texas December 27, 2019 Page 7 Mr. Kevin Sanford is the engagement partner for the audit services specified in this letter. His responsibilities include supervising our services performed as part of this engagement and signing or authorizing another qualified firm representative to sign the audit reports. We expect to begin our audits procedures in October 2019 and issue our reports in December 2019. During the course of the audits we may observe opportunities for economy in, or improved controls over, your operations. We will bring such matters to the attention of the appropriate level of management, either orally or in writing. The audit documentation for this engagement is the property of Weaver and Tidwell, L.L.P. (provided that final reports shall be the property of the City) and constitutes confidential information. However, we may be requested to make certain audit documentation available to regulators or other outside parties pursuant to authority given to it by law or regulation, or to peer reviewers. If requested, access to such audit documentation will be provided under the supervision of Weaver and Tidwell, L.L.P.'s personnel. Furthermore, upon request, we may provide copies of selected audit documentation to regulators or other outside parties. The regulators or other outside parties may intend, or decide, to distribute the copies of information contained therein to others, including other governmental agencies. We agree to retain our audit documentation or work papers for a period of at least five years from the dates of our reports. Notwithstanding the foregoing, we understand and agree that the City is a public entity under the laws of the State of Texas and, as such, are subject to various public information laws and regulations, including, but not limited to, the Texas Public Information Act, Chapter 552 of the Texas Government Code (Act). We acknowledge that, under the Act, the following information is subject to disclosure: (1) all documents and data held by you, including information obtained by the City, and (2) information held by us for or on the City's behalf that relates to the transaction of the City's business and to which the City has a right of access. If the City receives a request for any documents that may reveal any of our proprietary information under the Act, or by another legal process, law, rule or judicial order by a court of competent jurisdiction, the City agrees to use it best efforts to notify us prior to disclosure of such documents. The City will not be liable in any way for the disclosure of information not clearly marked as "Proprietary/Confidential Information" or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information, it will be our responsibility to submit reasons objecting to such disclosure. We acknowledge that a determination on whether such reasons are sufficient will not be decided by you, but by the Office of the Attorney General of the State of Texas or by a court competent jurisdiction. Please sign and return a copy of this letter to indicate your acknowledgment of, and agreement with, the arrangements for our audit of the basic financial statements including our respective responsibilities. We appreciate the opportunity to be your financial statement auditors and look forward to working with you and your staff. Cv4k,A a� �,Pe-,f;C.P. WEAVER AND TIDWELL, L.L.P. City of Fort Worth,Texas December 27, 2019 Page 8 RESPONSE: This letter correctly sets forth the understanding. Acknowledged and agreed on behalf of City of Fort Worth,Texas by: d Signature: Title: �yzPIM AS AV CITY MAVA& 2 Date: / Z APPROVED AS TO FORMA ND LEGALITY: By: Tyler F. Wallach Assistant City Attorney Approval: NA Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Name: Title: r . ATTEST:.• By: Mari J. Kays City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH,-(X City of Fort Worth, Texas December 27, 2019 Page 9 Appendix A The following are procedures to be performed for each agreed-upon procedures engagement. 1. We will select a sample of expenditures from the population of all expenditures incurred during the year ended September 30, 2019. The sample will be the lesser of 10% of the number of expenditure transactions or 25 expenditure transactions; 2. For the sampled items in step number 1 we will obtain and review the supporting invoice and check copy to and agree the amount recorded in the accounting records to these supporting documents; 3. We will obtain the PID Budget and Service Plan (the Plan) for the year ended September 30, 2019 and ensure that the Plan was approved by the City of Fort Worth; 4. We will compare final expenditures from the general ledger to the Plan and report any variances of expenses in the general ledger exceeding the Plan, either by functional category or in total; and 5. For the sampled items selected in step number 1 we will determine if the expenditure was properly classified within the Plan by functional category in the appropriate fiscal year. City of Fort Worth, Texas December 27, 2019 Page 10 Appendix B General Terms and Conditions This Appendix B is part of the engagement letter to which these terms are attached (the engagement letter, including its appendices, the engagement letter), between Weaver and Tidwell, L.L.P. (Auditor) and the City of Fort Worth (City). To the extent that there is a conflict between this Appendix B and the Engagement Letter, then the terms and conditions set forth in this Appendix B will govern. 1. Independent Contractor. It is expressly understood and agreed that Auditor shall operate as an independent contractor as to all rights and privileges and work performed under this engagement letter, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this engagement letter, Auditor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Auditor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Auditor, its officers, agents, employees, servants, contractors and subcontractors. Auditor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Auditor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Auditor or any officers, agents, servants, employees or subcontractors of Auditor. Neither Auditor, nor any officers, agents, servants, employees or subcontractors of Auditor shall be entitled to any employment benefits from the City. Auditor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents,servants, employees or subcontractors. 2. Survival. The agreements and undertakings of the City contained in the engagement letter will survive the completion or termination of this engagement. 3. Assignment and Subcontracting. Auditor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Auditor under which the assignee agrees to be bound by the duties and obligations of Auditor under this Agreement. The Auditor and Assignee shall be jointly liable for all obligations of the Auditor under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Auditor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Auditor under this Agreement as such duties and obligations may apply. The Auditor shall provide the City with a fully executed copy of any such subcontract. 4. Disclosure of Conflicts and Confidential Information. Auditor hereby warrants to the City that Auditor has made full disclosure in writing of any existing or potential conflicts of interest related to Auditor's services under this Agreement. In the event that any conflicts of interest arise after the date that the City executes this Agreement, Auditor hereby agrees immediately to make full disclosure to the City in writing. Auditor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City or as required by law or court order. Auditor shall store and maintain City's Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City's Information in any way. Auditor shall notify the City immediately if the security or integrity of any City's information has been compromised or is believed to have been compromised, in which event, Auditor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized d sclosure. City of Fort Worth, Texas December 27, 2019 Page 11 5. Right to Audit. Auditor agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Auditor involving transactions relating to this Contract at no additional cost to the City. Auditor agrees that the City shall have access during normal working hours to all necessary Auditor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Auditor reasonable advance notice of intended audits. Auditor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 6. Liability and Indemnification. AUDITOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF AUDITOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. AUDITOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO AUDITOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF AUDITOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. 7. Insurance. Auditor shall carry insurance in the types and amounts for the duration offhis engagement, including any renewal terms, and furnish certificates of insurance as evidence thereof. Coverage and Limits: Commercial General Liability - $1,000,000 Each Occurrence; $1,000,000 Aggregate. Automobile coverage shall be on any vehicle used by Auditor, its employees, agents, representatives in the course of providing services under this engagement. "Any vehicle" shall be any vehicle owned, hired and non- owned. Amounts shall be as follows: $1,000,000 each occurrence on a combined single limit basis. Worker's Compensation shall be the statutory limits. Professional Liability (Errors & Omissions): $1,000,000 each claim limit: $1,000,000 aggregate limit. Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. Certificates of Insurance (COI) evidencing that the Auditor has obtained all required insurance shall be delivered to the City prior to Auditor proceeding with any work pursuant to this engagement. The commercial general liability and automobile liability policies shall be endorsed to include the City as an additional insured thereon, as its interests may appear.The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Auditor shall endeavor to provide a minimum of thirty (30) days' written notice of cancellation of coverage to the City. Ten (10) days' written notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,with copies to the City Attorney at the same address. City of Fort Worth,Texas December 27, 2019 Page 12 8. Termination. A) For Convenience. The City or Auditor may terminate this engagement at any time and for any reason by providing the other party with 30 days' written notice of termination. B) For Cause. The City may terminate this engagement if Auditor fails to cure a material breach within thirty (30) calendar days of receipt of written notice being given of such material breach. If more than thirty (30) calendar days are required to cure such material breach, a reasonable time in excess of said days may be established, provided both parties agree in writing as to the time period. In the event such material breach is not cured within the specified time, the City shall have the right terminate this engagement immediately upon expiration of the specified time and upon written notice to Auditor. In the event that this engagement is terminated prior to the expiration date, Auditor shall immediately discontinue all services or the entering into contracts in connection with the performance of this engagement and shall return all records of the City that have been submitted to Auditor for purposes of completion of the then current audit. The City shall pay Auditor for services actually rendered and expenses incurred up to the effective date of termination and Auditor shall continue to provide the City with services requested by the City and in accordance with this engagement up to the effective date of termination. Auditor shall not be entitled to lost or anticipated profits should the City choose to exercise its option to terminate. Auditor may terminate this engagement at any time, immediately upon written notice to the City if Auditor determines that the performance of any part of the services under this engagement letter would be in conflict with law, or applicable independence or professional rules or standards. In such case, the City shall compensate Auditor under the engagement letter for services provided and expenses incurred up to and including the effective date of termination. 9. Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Auditor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 10. Compliance with Laws, Ordinances, Rules and Regulations. Auditor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Auditor of any violation of such laws, ordinances, rules or regulations, Auditor shall immediately desist from and correct the violation. 11. Non-Discrimination Covenant. Auditor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Auditor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Auditor, its personal representatives, assigns, subcontractors or successors in interest, Auditor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. City of Fort Worth, Texas December 27, 2019 Page 13 12. Notices. Notices required pursuant to the provisions of this engagement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To the City of Fort Worth To Auditor: City of Fort Worth Weaver and Tidwell, L.L.P. Attn: Director of Finance Attn: Kevin Sanford, Partner 200 Texas St. 2821 West Seventh Street,Suite 700 Fort Worth TX 76102 Fort Worth, TX 76107 With Copy to the City Attorney at same address. 13. Solicitation of Employees. Neither the City nor Auditor shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent Auditor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 14. Governmental Powers/Immunities. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 15. No Waiver. The failure of the City or Auditor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Auditor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 16. Governing Law / Venue. This engagement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this engagement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Severability. If any provision of this engagement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. Force Majeure. The City and Auditor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental City, transportation problems and/or any other similar causes. 19. Headings Not Controlling. Headings and titles used in this engagement are for reference purposes only, shall not be deemed a part of this engagement, and are not intended to define or limit the scope of any provision of this engagement. City of Fort Worth, Texas December 27, 2019 Page 14 20. Review Of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this engagement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this engagement or exhibits hereto. 21. Amendments. No amendment of this engagement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. 22. Informal Dispute Resolution. Except in the event of termination pursuant to section 9, if either City or Auditor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 23. Ownership Of Work Product. City shall be the sole and exclusive owner of all reports created, published, displayed, and/or produced in conjunction with the services provided under this Agreement, collectively, "Work Product" Ownership of the Work Product shall inure to the benefit of the City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work- made-for-hire"within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Auditor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that the City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of the City. City of Fort Worth, Texas December 27, 2019 Page 15 Appendix C Verification of Signature Authority Weaver and Tidwell, L.L.P. ("Company") West 7th Street, Suite 700 Fort Worth, Texas 76107 Company hereby agrees to provide the City with the services as described in the attached engagement letter. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of the Company. Such binding authority has been granted by proper order,resolution,ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in the Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. l. Name: Kevin Sanford Position: Partner Signature Name: John J. Mackel, III Sig Lure A President/ CEO Other Title: Chief Executive Officer Date: I �o a