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HomeMy WebLinkAboutResolution No. 05-60 CITY OF THE COLONY, TEXAS RESOLUTION NO. 05 - (Jif; A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, APPROVING THE TERMS AND CONDITIONS OF THE PROFESSIONAL SERVICES CONTRACT BY AND BETWEEN THE CITY OF THE COLONY AND WEAVER AND TIDWELL, LLP FOR AN ANNUAL AUDIT OF THE CITY'S FINANCIAL STATEMENTS, TO INCLUDE FOUR EXTENSIONS; AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City and Consultant have entered into an agreement such that the Consultant is to provide the following services: Audit of the City's Financial Statements; and WHEREAS, the City has determined that it is in the best interest of the City to enter into the Contract with WEAVER AND TIDWELL, LLP, which is attached hereto and incorporated herein by reference as Exhibit "A," under the terms and conditions provided therein. WHEREAS, with this Contract the City of The Colony is agreeing to pay a sum not to exceed $46,250.00 for the first year and fees per proposal for an additional four (4) years. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT Section 1. The Professional Services Contract which is attached and incorporated hereto as Exhibit "A", having been reviewed by the City Council of the City of The Colony, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the City Manager is hereby authorized to execute the Agreement on behalf of the City of The Colony, Texas. Section 2. That this Resolution shall take effect immediately from and after its adoption and it is so resolved. PASSED, APPROVED and EFFECTIVE this 11 th day of July, 2005. ATIEST:~ . M ~ _W~ Chris Ie ilson, City Secretary CONSULTANT CONTRACT CITY OF THE COLONY STATE OF TEXAS ~ ~ ~ KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON THIS CONTRACT is made and entered into this date by and between the CITY OF THE COLONY, a Texas municipal corporation (hereinafter referred to as the "CITY", and Weaver and Tidwell, L.L.P. (hereinafter referred to as "AUDITOR") and evidences the following: I. PURPOSE AUDITOR shall provide Auditing Services for the 2004 audit. II. DESCRIPTION OF SERVICES The services which AUDITOR shall provide for the CITY shall include the following: A. AUDITOR hereby covenants and agrees that AUDITOR is to work closely with the CITY's Finance Director, or his/her chosen agent, and/or other appropriate officials of the CITY, and that AUDITOR is to perform any and all tasks required of AUDITOR to fulfill the purposes ofthis Contract. B. AUDITOR and the CITY covenant and agree that AUDITOR shall perform all of the services and work contained in AUDITOR'S proposal to the CITY (attached hereto as "Exhibit A"); said document being part of this Contract and incorporated in its entirety herein. The parties agree that should there be any conflict between the terms of the incorporated document and this Contract, the provisions of this Contract shall control. C. AUDITOR expressly covenants and agrees to provide the CITY with such written reports as may be required by the scope of the proposal. D. AUDITOR will prepare the CITY'S Comprehensive Annual Financial Report (CAFR). III. PERFORMANCE OF WORK AUDITOR or AUDITOR'S associates and employees shall perform all the work called for in this Contract. AUDITOR hereby covenants and agrees that all of AUDITOR'S associates and employees who work on this project shall be fully qualified to undertake same and competent to do the work described in this Contract. IV. PAYMENT The CITY shall pay to AUDITOR a sum not to exceed Forty-six thousand, two hundred and fifty dollars ($46,250.00) for the services including expenses for the first year, and amounts in subsequent years per the AUDITOR'S proposal. AUDITOR shall bill CITY on a monthly basis for services rendered, based upon percentage of work completed. City shall make prompt monthly payments in the amount shown by the AUDITOR'S approved monthly statements and other documentation submitted. No interest shall ever be due on late payments. Within 30 days after the final completion and acceptance by the CITY of all work under this Contract, final payment shall be paid. V. TERM OF THE CONTRACT This Contract shall commence and be in full force and effect upon the signing of the Contract and observance of the appropriate formalities. This Contract shall be in effect for a period of one (1) year and may be extended for another four (4) one year terms subject to the annual review and recommendation of the Finance Director, the satisfactory negotiation of terms, the concurrence of the City of The Colony and the annual availability of an appropriation. VI. CONTRACT PERSONAL CONSUL T ANT and the CITY hereby covenant and agree that this Contract provides for personal services and that these services are not to be assigned or sublet in whole or part without the prior written consent ofthe CITY. VII. CONFLICT OF INTEREST AUDITOR hereby covenants and agrees that during the Contract period that AUDITOR and any of AUDITOR'S associates and employees will have no interest nor acquire any interest, either direct or indirect, which will conflict in any manner with the performance of the services called for under this Contract. All activities, investigations and other efforts made by AUDITOR pursuant to this Contract will be conducted by employees or associates of AUDITOR. AUDITOR further covenants and agrees that it understands that the Code of Ordinances of the City of The Colony prohibits any officer or employee of the CITY from having any financial interest, either direct or indirect, in any business transaction with the CITY. Any violation of this paragraph which occurred with the actual or constructive knowledge of AUDITOR will render this Contract voidable by the CITY. VIII. CHANGE IN WORK The CITY, through its Finance Director, may request changes in the scope and focus of the activities and studies called for under this Contract. Any such change which, in the opinion of AUDITOR or the CITY varies significantly from the scope and focus of the work set out herein or entails a significant increase in cost or expense to AUDITOR must be mutually agreed upon by AUDITOR and the CITY. The parties herein acknowledge that any change in the scope or focus of the work which results in the increase in compensation to AUDITOR of the fee stated in Paragraph IV hereof must first be approved by the CITY's City Manager or City Council, where applicable. IX. CONFIDENTIAL WORK Any reports, information, data or any other documentation given to or prepared or assembled by AUDITOR under this Contract shall be kept confidential and may not be made available to any individual or organization by AUDITOR without the prior written approval of the CITY except as may be required by law. X. OWNERSHIP OF DOCUMENTS AUDITOR acknowledges that CITY owns all notes, reports, or other documents intellectual property or documentation produced by the AUDITOR pursuant to this agreement or in connection with its work. AUDITOR acknowledges that CITY shall have copyright privileges to those notes, reports, documents, processes and information. However, AUDITOR acknowledges that the finished product, the report and/or documents and plans prepared for the CITY, as well as city documents reviewed in the preparation of the report, are the property of the CITY. AUDITOR shall provide CITY a copy of all such notes, reports, documents, and information (except to the extent that they contain confidential information about third parties) at CITY expense upon written request. CITY agrees to keep all such information in the strictest of confidence and not to disclose such material to any third party or allow any third party access to such material except as such disclosure is expressly required to applicable law. XI. NO VERBAL AGREEMENT This Contract contains the entire commitments and agreements of the parties to the Contract. Any verbal or written commitment not contained in this Contract or expressly referred to in this Contract and incorporated by reference shall have no force or effect. XII. TERMINATION The CITY may, at its option and without prejudice to any other remedy to which it may be entitled at law or in equity, terminate further work under this Contract, in whole or in part, by giving at least ten (10) days prior written notice thereof to AUDITOR with the understanding that all services being terminated shall cease upon the date specified in such notice. The CITY shall equitably compensate AUDITOR, in accordance with the terms of this Contract for the services properly performed prior to the date specified in such notice following inspection and acceptance of same by the CITY. AUDITOR shall not, however, be entitled to lost or anticipated profits should the CITY choose to exercise its option to terminate. XIII. VENUE The parties to this Contract agree and covenant that this Contract will be performable in The Colony, Texas, and that iflegal action is necessary to enforce this Contract, exclusive venue will lie in Denton County, Texas. The parties to this Contract covenant and agree that in any litigation relating to this Contract, the terms and conditions of the Contract will be interpreted according to the laws of the State of Texas. (moved from #XVII below). XIV. APPLICABLE LAWS This Contract is made subject to the existing provisions of the Charter ofthe City of The Colony, its rules, regulations, procedures and ordinances, present and future, and all applicable laws of the State of Texas and the United States of America. xv. NOTICES All notices, communications and reports under this Contract must be mailed or delivered to the respective parties at the addresses shown below, unless either party is otherwise notified in writing by the other party: CITY: Rebecca Koo, CPA Finance Department City of The Colony 6800 Main Street The Colony, Texas 75056 972/624-3140, Fax 972/624-2286 AUDITOR: Weaver and Tidwell, LLP Jerry L. Gaither, CPA 12221 Merit Drive, Suite 1400 Dallas, Texas 75251 972/448-6918, Fax 972/702-8321 XVI. WAIVER OF ATTORNEYS FEES AUDITOR and CITY expressly covenant and agree that in the event of any litigation arising between the parties to this contract, each party shall be solely responsible for payment of its attorneys and that in no event shall either party be responsible for the other party's attorney's fees regardless of the outcome of the litigation. EXECUTED this the ~day of~, 2005. CITY OF THE COLONY, TEXAS: AUDITOR: <81 a.~ Dale A. Cheatham, City Manager ATTEST: k&~ cU~ J!.,.,.l1 ~~ ~ Weaver and Tidwell, LLP ATTEST: Corporate Secretary