08 - Baker Tilly Agreement for Executive Search ServicesItem No. 8
TO: Mayor & City Council
BACKGROUND: The City Council received proposals from five executive search firms
regarding a search for a new City Manager. After hearing presentations from four of those firms,
the City Council chose the firm of Baker Tilly to conduct the search.
STATUS OF ISSUE: In order to formally begin the search, a resolution needs to be adopted
approving an Agreement for Services between the City and Baker Tilly. This agreement spells
out the scope of work to be performed, the cost of those services and how payment will be made,
and various guarantees made by Baker Tilly.
RECOMMENDATION: Motion to approve a resolution approving an Agreement for Services
with Baker Tilly.
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS;
APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT
FOR SERVICES WITH BAKER TILLY VIRCHOW KRAUSE, LLP (BAKER
TILLY), AND AUTHORIZING BAKER TILLY TO CONDUCT A SEARCH FOR A
NEW CITY MANAGER; MAKING OTHER FINDINGS AND PROVISIONS
RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, on August 26, 2019 the City Council of the City of Paris directed City Staff
to provide information on Executive Search firms to assist in the selection of a City Manager;
and,
WHEREAS, the City Council has selected Baker Tilly to conduct a search for a new
City Manager; and,
WHEREAS, the proposed Agreement For Services attached hereto as Exhibit "A", sets
out the terms and conditions for the City Manager search; and,
WHEREAS, the City Council has reviewed the proposed Agreement and determined
that it should be approved;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS, THAT:
Section 1. That the findings set out in the preamble to this resolution are hereby
in all things approved.
Section 2. That the Agreement For Services between the City of Paris and Baker
Tilly attached hereto as Exhibit "A", is in all things approved and the Mayor be, and he is
hereby authorized and directed to execute on behalf of the City of Paris said Agreement For
Services with Baker Tilly in a form similar to the form attached hereto as Exhibit "A"..
Section 3. This resolution shall be effective immediately upon passage.
DULY PASSED AND APPROVED this 14th day of October, 2019.
Steven J. Clifford, M.D., Mayor
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
Stephanie H. Harris, City Attorney
AGREEMENT FOR SERVICES
THIS AGREEMENT FOR SERVICES ("Agreement") is made as of the ("Effective
Date"), by and between the City of Paris, Texas ("Client"), and Baker Tilly Virchow Krause, LLP (`Baker
Tilly").
WHEREAS, the Client wishes to retain the services of Baker Tilly on the terms and conditions set forth
herein, and Baker Tilly wishes to provide such services; and
NOW THEREFORE, the parties hereto agree as follows:
SCOPE OF PROFESSIONAL SERVICES
Baker Tilly will provide professional services in the area of an executive recruitment for the position of City
Manager. This Agreement, including the Standard Business Terms attached hereto as Appendix A, includes
Baker Tilly's commitment to provide all elements of the recruitment process, services, and conditions
described herein.
Phase
..........
Description of Professional Services
Phase I
Task 1 — Candidate Profile Development/Advertising/Marketing (includes one day on
site by Project Team Leader).
Task 2 — Identify Quality Candidates.
Phase II
Task 3 — Screening of Applications and Submission of Recommended Semi -Finalists to
Client. (includes one day onsite by Project Team Leader)
Task 4.— Reference Checks, Background Checks, and Academic Verifications.
Phase III
Task 5-- Final Process/On-Site Interviews with Finalists (includes two days on site by
Project Team Leader).
Conclusion
Acceptance of offer by candidate.
TERM
This Agreement shall be effective as of the Effective Date and shall remain in effect for the period necessary
for successful completion of the project. This Agreement may be terminated upon thirty (30) days prior
written notice to BT. If the Client terminates, BT is entitled to any portion of its fee so earned.
ALL-INCLUSIVE PROFESSIONAL FEE
1. The all-inclusive professional fee to conduct the recruitment is $24,500.00 and includes the cost of
professional services by the Project Team Leader and the project support staff, and all project -related
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expenses such as advertising, printing, candidate background and reference checks, and travel expenses
for on-site visits by the Project Team Leader. Travel expenses incurred by candidates for on-site
interviews with the Client are not the responsibility of Baker Tilly and are handled directly by the client
organization. If Client elects to utilize the employee/community survey there will be an additional fee
$1500.00. The Client will make payments for the project upon receipt of an invoice submitted by Baker
Tilly. Payment to Baker Tilly is due upon receipt. All invoices will be forwarded to the Client for
processing unless otherwise directed. For reporting purposes, Baker Tilly's tax identification number is
47-1064404.
2. The all-inclusive professional fee will be billed in four installments; 30% of the fee will be billed at the
beginning of the recruitment; 30% at the implementation of Phase I; 30% at the implementation of Phase
II; and the final 10% upon acceptance of offer by the candidate.
3. Additional work related to the recruitment process and as specifically requested by the Client which is
outside the scope of this project (i.e. additional on-site visits) will include an additional fee. The fixed
professional fee for this recruitment anticipates no more than three on-site visits which include four
consulting days. However, we would be pleased to provide additional on-site consulting visits for our
standard daily rate of $1,500 plus expenses.
TRIPLE GUARANTEE
1. A commitment to remain with the recruitment assignment until you have made an appointment for the
fee and tasks quoted in the proposal. If you are unable to make a selection from the initial group of
finalists, Baker Tilly will work to identify a supplemental group until you find a candidate to hire.
2. Your executive recruitment is guaranteed for 24 months against termination or resignation. Within the
first two years following the date of hire, the replacement recruitment will be repeated with no additional
professional fee, but only for project -related expenses. Candidates appointed from within your
organization do not qualify for this guarantee. This guarantee is subject to further limitations and
restrictions of your state laws.
3. Baker Tilly will not solicit any candidates selected under this contract for any other position while the
candidate is employed with your organization.
DEVOTION OF TIME
Baker Tilly shall devote such time to the performance of its duties under this Agreement as is necessary for
the completion of all project phases.
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NOTICE
All notices hereunder shall be in writing and deemed to have been given when delivered, transmitted by first
class, registered or certified mail, postage prepaid and addressed as follows:
If to Client:
City of Paris
ATTN: City Attorney
P.O. Box 9037
Paris, Texas 75461
If to Baker Tilly:
Baker Tilly Virchow Krause, LLP
380 Jackson Street, Suite 300
Saint Paul, MN 55101
Attention: Bonnie Matson, Managing Principal
ENTIRE AGREEMENT
This Agreement and the Standard Business Terms attached hereto as Appendix A, supersedes any and all
other agreements, either oral or in writing, between the parties hereto with respect to the subject matter
hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement that is
not contained herein shall be valid or binding.
AMENDMENT
This Agreement may be amended by the mutual agreement of the parties hereto in writing and must be
attached to and incorporated into this Agreement.
LEGAL CONSTRUCTION
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect
any other provisions thereof and this Agreement shall be constructed as if such invalid, illegal, or
unenforceable provision had never been contained herein.
Executed on the day and the year first written in this Agreement
Baker Tilly Virchow Krause, LLP
By: x........................................�.�.�...............m....... ............... .....__ By: x
Name: Name: Charles A. Rohre
Title: Title: Firm Director
RH P v C; 13
Appendix A
Baker Tilly Virchow Krause, LLP
Standard Business Terms
These Standard Business Terms ("Terms") govern the services provided by Baker Tilly Virchow Krause, LLP ("Baker Tilly", "we", "us" or "our") set forth in the
Agreement for Services to which these Terms are attached (the "Services"). These Terms, together with the Agreement for Services to which they are
attached, constitute the entire understanding and agreement between the client identified on such Agreement for Services (the "Client") and Baker Tilly with
respect to the Services described in the Agreement for Services (collectively, the Agreement for Services and these Terms are referred to as the
"Agreement") and supersede and incorporate all prior or contemporaneous representations, understandings or agreements, and may not be modified or
amended except by an agreement in writing signed between the parties hereto. If there is a conflict between these Terms and the terms of the Agreement
for Services, these Terms shall govern.
Section 1. Confidentiality
With respect to this Agreement and any information supplied in
connection with this Agreement and designated by the disclosing party
(the "Disclosing Party") as "Confidential Information" either by marking it
as "confidential" prior to disclosure to the receiving party (the "Recipient")
or, if such information is disclosed orally or by inspection, then by
indicating to the Recipient that the information is confidential at the time
of disclosure and confirming in writing to the Recipient, the confidential
nature of the information within ten (10) business days of such
disclosure, the Recipient agrees to: (i) protect the Confidential
Information in the same manner in which it protects its confidential
information of like importance, but in no case using less than reasonable
care; (ii) use the Confidential Information only to perform its obligations
under this Agreement; and (iii) reproduce Confidential Information only
as required to perform its obligations under this Agreement. This section
shall not apply to information which is (A) publicly known, (B) already
known to the recipient; (C) disclosed to a third party without restriction;
(D) independently developed; or (E) disclosed pursuant to legal
requirement or order, including but not limited to an open records ruling
by the Texas Office of the Attorney General, or as is required by
regulations or professional standards governing the Services performed.
Subject to the foregoing, Baker Tilly may disclose Client's Confidential
Information to its subcontractors and subsidiaries.
Section 2. Deliverables
(a) Materials specifically prepared by Baker Tilly for Client as a
deliverable under a Statement of Work (each a "Deliverable") may, when
fully paid for by Client, be used, copied, distributed internally, and
modified by Client but solely for its internal business purposes. Client
shall not, without Baker Tilly's prior written consent, disclose to a third
party, publicly quote or make reference to the Deliverables. Baker Tilly
shall retain all right, title and interest in and to: (i) the Deliverables,
including but not limited to, all patent, copyright, trademark and other
intellectual property rights therein; and (ii) all methodologies, processes,
techniques, ideas, concepts, trade secrets and know-how embodied in
the Deliverables or that Baker Tilly may develop or supply in connection
with this Agreement (the "Baker Tilly Knowledge"). Subject to the
confidentiality restrictions contained in Section 1, Baker Tilly may use the
Deliverables and the Baker Tilly Knowledge for any purpose.
(b) The documentation for this engagement, including the workpapers, is
not part of the Deliverables, is the property of Baker Tilly and constitutes
confidential information. We may have a responsibility to retain the
documentation for a period of time sufficient to satisfy any applicable
legal or regulatory requirements for records retention. If we are required
by law, regulation or professional standards to make certain
documentation available to Regulators, Client hereby authorizes us to do
SO.
Section 3. Acceptance
Client shall accept Deliverables which (i) substantially conform to the
specifications in the Statement of Work or (ii) where applicable,
successfully complete the mutually agreed to acceptance test plan
described in the Statement of Work. Client will promptly give Baker Tilly
written notification of any non-conformance of the Deliverables with such
requirements ("Non-conformance") within thirty (30) days following
delivery of such Deliverables, and Baker Tilly shall have a reasonable
period of time, based on the severity and complexity of the Non-
conformance, to correct the Non-conformance so that the Deliverables
substantially conform to the specifications. If Client uses the Deliverable
before acceptance, fails to promptly notify Baker Tilly of any Non-
conformance within such 30 -day period, or delays the beginning of
acceptance testing more than five (5) business days past the agreed
upon date for the start of such acceptance testing as specified or
Consulting Terms Page 4 of 6
otherwise determined under the Statement of Work, then the Deliverable
shall be deemed irrevocably accepted by the Client.
Section 4. Standards of Performance
Baker Tilly shall perform its Services in conformity with the terms
expressly set forth in this Agreement. Accordingly, our Services shall be
evaluated on our substantial conformance with such terms and
standards. Client acknowledges that the Services will involve the
participation and cooperation of management and others of Client.
Unless required by professional standards or Client and Baker Tilly
otherwise agree in writing, Baker Tilly shall have no responsibility to
update any of its work after its completion.
Section 5. Warrant
(a) Each party represents and warrants to the other that it has full power
and authority to enter into and perform this Agreement and any
Statement of Work entered into pursuant hereto and the person signing
this Agreement or such Statement of Work on behalf of each party
hereto has been properly authorized and empowered to enter into this
Agreement.
(b) Client warrants that it has the legal right and authority, and will
continue to have the legal right and authority during the term of this
Agreement, to operate, configure, provide, place, install, upgrade, add,
maintain and repair (and authorize Baker Tilly to do any of the foregoing
to the extent the same are included in the Services) the hardware,
software and data that comprises any of Client's information technology
system upon which or related to which Baker Tilly provides Services
under this Agreement.
(c) Baker Tilly warrants that any Services that it provides to Client under
this Agreement and any Statement of Work will be performed in
accordance with generally accepted industry standards of care and
competence. Client's sole and exclusive remedy for a breach of Baker
Tilly's warranty will be for Baker Tilly, in its sole discretion, to either: (i)
use its reasonable commercial efforts to re -perform or correct the
Services, or (ii) refund the fee Client paid for the Services that are in
breach of Baker Tilly's warranty. Client must make a claim for breach of
warranty in writing within ninety (90) days of the date that the Services
that do not comply with Baker Tilly's warranty are performed. This
warranty is voided in the event that Client makes alterations to the
Services provided by Baker Tilly or to the environment in which the
Services are used (including the physical, network and systems
environments) that are not authorized in writing by Baker Tilly. If Client
does not notify Baker Tilly of a breach of Baker Tilly's warranty during
that 90 -day period, Client will be deemed to have irrevocably accepted
the Services.
(d) Baker Tilly does not warrant any third -party product (each, a
"Product"). All Products are provided to Client by Baker Tilly "AS IS."
Baker Tilly will, to the extent it is allowed to by its vendors, pass through
any warranties and indemnifications provided by the manufacturer of the
Product. Client, recognizing that Baker Tilly is not the manufacturer of
any Product, expressly waives any claim that Client may have against
Baker Tilly based upon any product liability or infringement or alleged
infringement of any patent, copyright, trade secret or other intellectual
property right (each a "Claim") with respect to any Product and also
waives any right to indemnification from Baker Tilly against any such
Claim made against Client by another. Client acknowledges that no
employee of Baker Tilly or any other party is authorized to make any
representation or warranty on behalf of Baker Tilly that is not in this
Agreement.
(e) This section 5 is Baker Tilly's only warranty concerning the services
and any deliverable, and is made expressly in lieu of all other warranties
and representations, express or implied, including any implied warranties
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Baker Tilly Virchow Krause, LLP
Standard Business Terms (cont.)
of merchantability, ACCURACY, TITLE, non -infringement, or fitness for a
particular purpose, or otherwise.
Section 6. Limitation on Dama es and Indemnification
(a) The liability (including attorney's fees and ALL other costs) of Baker
Tilly and its present or former partners, principals, agents or employees
related to any claim for damages relating to the services performed
under this Agreement shall not exceed the fees paid to Baker Tilly for the
portion of the work to which the claim relates, including attorney's fees
related to any breach of contract claim, except to the extent finally
determined to have resulted from the willful misconduct or fraudulent
behavior of Baker Tilly relating to such services. This limitation of liability
is intended to apply to the full extent allowed by law, regardless of the
grounds or nature of any claim asserted, including the negligence of
either party. Additionally, in no event shall either party be liable for ANY
lost profits, LOST Business opportunity, lost data, consequential, special,
incidental, exemplary or punitive damages DELAYS, INTERRUPTIONS,
OR VIRUSES arising out of or related to this Agreement even if the other
party has been advised of the possibility of such damages.
(b) Client acknowledges and agrees that, though the Services may
include Baker Tilly's advice and recommendations, all employment
decisions in connection with this Agreement, including without limitation
whether to hire any particular candidate, are the responsibility of, and
shall be made by, Client.
(c) In the event Baker Tilly is requested by the Client; or required by
government regulation, subpoena, or other legal process to produce our
engagement working papers or its personnel as witnesses with respect
to its Services rendered for the Client, so long as Baker Tilly is not a
party to the proceeding in which the information is sought, Client will
reimburse Baker Tilly for its professional time and expenses, as well as
the fees and legal expenses, incurred in responding to such a request.
(d) Because of the importance of the information that Client provides to
Baker Tilly with respect to Baker Tilly's ability to perform the Services,
Client hereby releases Baker Tilly and its present and former partners,
principals, agents and employees from any liability, damages, fees,
expenses and costs, including attorneys fees, relating to the Services,
that arise from or relate to any information, including representations by
management, provided by Client, its personnel or agents, that is not
complete, accurate or current.
(e) Each party recognizes and agrees that the warranty disclaimers and
liability and remedy limitations in this Agreement are material bargained
for bases of this Agreement and that they have been taken into account
and reflected in determining the consideration to be given by each party
under this Agreement and in the decision by each party to enter into this
Agreement.
(0 The terms of this Section 6 shall apply regardless of the nature of any
claim asserted (including, but not limited to, contract, tort, or any form of
negligence, whether of Client, Baker Tilly or others), but these terms
shall not apply to the extent finally determined to be contrary to the
applicable law or regulation. These terms shall also continue to apply
after any termination of this Agreement.
(g) Client accepts and acknowledges that any legal proceedings arising
from or in conjunction with the services provided under this Agreement
must be commenced within forty-eight (48) months after the completion
or termination of this Agreement.
Section 7. Personnel
During the term of this Agreement, and for a period of six (6) months
following the expiration or termination thereof, neither party will actively
solicit the employment of the personnel of the other party involved
directly with providing Services hereunder. Both parties acknowledge
that the fee for hiring personnel from the other party, during the project
term and within six months following completion, will be a fee equal to
the hired person's annual salary at the time of the violation so as to
reimburse the party for the costs of hiring and training a replacement.
Section 8. Termination
(a) This Agreement may be terminated at any time by either party upon
written notice to the other. However, upon termination of this Agreement,
this Agreement will continue to remain in effect with respect to any
Statement(s) of Work already issued at the time of such termination, until
such Statements of Work are themselves either terminated or the
performance thereunder is completed.
(b) This Agreement and all Statements of Work may be terminated by
either party effective immediately and without notice, upon: (i) the
dissolution, termination of existence, liquidation or insolvency of the other
party, (ii) the appointment of a custodian or receiver for the other party,
(iii) the institution by or against the other party of any proceeding under
the United States Bankruptcy Code or any other foreign, federal or state
bankruptcy, receivership, insolvency or other similar law affecting the
rights of creditors generally, or (iv) the making by the other party of any
assignment for the benefit of creditors.
(c) Client shall pay Baker Tilly for all Services rendered and expenses
incurred as of the date of termination, and shall reimburse Baker Tilly for
all reasonable costs associated with any termination.
(d) Any rights and duties of the parties that by their nature extend beyond
the expiration or termination of this Agreement, including but not limited
to, limitation of liability, confidentiality, ownership of work product, and
survival of obligations, any accrued rights to payment and remedies for
breach of this Agreement shall survive the expiration or termination of
this Agreement or any Statement of Work.
Section 9. Dis ute Resolution
(a) Except for disputes related to confidentiality or intellectual property
rights, all disputes and controversies between the parties hereto of
every kind and nature arising out of or in connection with this Agreement
as to the existence, construction, validity, interpretation or meaning,
performance, nonperformance, enforcement, operation, breach,
continuation, or termination of this Agreement shall be resolved as set
forth in this Section using the following procedure: In the unlikely event
that differences concerning the Services or fees should arise that are not
resolved by mutual agreement, both parties agree to attempt in good
faith to settle the dispute by engaging in mediation administered by the
American Arbitration Association under its mediation rules for
professional accounting and related services disputes before resorting to
litigation or any other dispute -resolution procedure. Each party shall bear
their own expenses from mediation and the fees and expenses of the
mediator shall be shared equally by the parties. If the dispute is not
resolved by mediation, then the parties may proceed to litigation.
(b) Because a breach of any the provisions of this Agreement concerning
confidentiality or intellectual property rights will irreparably harm the non -
breaching party, Client and Baker Tilly agree that if a party breaches any
of its obligations thereunder, the non -breaching party shall, without
limiting its other rights or remedies, be entitled to seek equitable relief
(including, but not limited to, injunctive relief) to enforce its rights
thereunder, including without limitation protection of its proprietary rights.
The parties agree that the parties need not invoke the mediation
procedures set forth in this section in order to seek injunctive or
declaratory relief.
Section 10. Force Ma'eure
In the event that either party is prevented from performing, or is unable to
perform, any of its obligations under this Agreement due to any act of
God, fire, casualty, flood, war, strike, lock out, failure of public utilities,
injunction or any act, exercise, assertion or requirement of any
governmental authority, epidemic, destruction of production facilities,
insurrection, inability to obtain labor, materials, equipment, transportation
or energy sufficient to meet needs, or any other cause beyond the
reasonable control of the party invoking this provision ("Force Ma,�,eure
Event"), and if such party shall have used reasonable efforts to avoid
such occurrence and minimize its duration and has given prompt written
notice to the other party, then the affected party's failure to perform shall
be excused and the period of performance shall be deemed extended to
reflect such delay as agreed upon by the parties.
Section 11. Taxes
Baker Tilly's fees are exclusive of any federal, national, regional, state,
provincial or local taxes, including any VAT or other withholdings,
imposed on this transaction, the fees, or on Client's use of the Services
or possession of the Deliverable (individually or collectively, the "Taxes"),
all of which shall be paid by Client without deduction from any fees owed
by Client to Baker Tilly.
Section 12. intentionaliv omitted
Section 13. Miscellaneous,
(a) This Agreement and any Statement(s) of Work constitute the entire
agreement between Baker Tilly and Client with respect to the subject
matter hereof and supersede all prior agreements, promises,
understandings and negotiations, whether written or oral, regarding the
subject matter hereof. No terms in any Client purchase order that are
different from, or additional to, the terms of this Agreement will be
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Baker Tilly Virchow Krause, LLP
Standard Business Terms (cont.l
accorded any legal effect and are specifically hereby objected to by
Baker Tilly. This Agreement and any Statement of Work cannot be
amended unless in writing and signed by duly authorized representatives
of each party. Headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(b) In the event that any provision of this Agreement or any Statement of
Work is held by a court of competent jurisdiction to be unenforceable
because it is invalid or in conflict with any law of any relevant jurisdiction,
the validity of the remaining provisions shall not be affected, and the
rights and obligations of the parties shall be construed and enforced as if
the Agreement or such Statement of Work did not contain the particular
provisions held to be unenforceable. The unenforceable provisions shall
be replaced by mutually acceptable provisions which, being valid, legal
and enforceable, come closest to the intention of the parties underlying
the invalid or unenforceable provision. If the Services should become
subject to the independence rules of the U.S. Securities and Exchange
Commission with respect to Client, such that any provision of this
Agreement would impair Baker Tilly's independence under its rules, such
provision(s) shall be of no effect.
(c) Neither this Agreement, any Statement of Work, any claims nor any
rights or licenses granted hereunder may be assigned, delegated or
subcontracted by either party without the written consent of the other
party. Either party may assign and transfer this Agreement and any
Statement of Work to any successor that acquires all or substantially all
of the business or assets of such party by way of merger, consolidation,
other business reorganization, or the sale of interests or assets, provided
that the party notifies the other party in writing of such assignment and
the successor agrees in writing to be bound by the terms and conditions
of this Agreement.
(d) The validity, construction and enforcement of this Agreement shall be
determined in accordance with the laws of the State of Texas, without
reference to its conflicts of laws principles, and any action arising under
this Agreement shall be brought exclusively in the State of Illinois. Both
parties consent to the personal jurisdiction of the state and federal courts
located in Lamar County, Texas and the U.S. District Court for the
Eastern District of Texas, Sherman Division.
(e) The parties hereto are independent contractors. Nothing herein shall
be deemed to constitute either party as the representative, agent,
partner or joint venture of the other.
(f) The failure of either party at any time to enforce any of the provisions
of this Agreement or a Statement of Work will in no way be construed as
a waiver of such provisions and will not affect the right of party thereafter
to enforce each and every provision thereof in accordance with its terms.
(g) Client acknowledges that: (i) Baker Tilly and Client may correspond
or convey documentation via Internet e-mail unless Client expressly
requests otherwise, (ii) neither party has control over the performance,
reliability, availability, or security of Internet e-mail, and (iii) Baker Tilly
shall not be liable for any loss, damage, expense, harm or inconvenience
resulting from the loss, delay, interception, corruption, or alteration of any
Internet e-mail.
(h) Except to the extent expressly provided to the contrary, no third -party
beneficiaries are intended under this Agreement.
(i) Baker Tilly Virchow Krause, LLP is an independent member of Baker
Tilly International. Baker Tilly International Limited is an English
company. Baker Tilly International provides no professional services to
clients. Each member firm is a separate and independent legal entity and
each describes itself as such. Baker Tilly Virchow Krause, LLP is not
Baker Tilly International's agent and does not have the authority to bind
Baker Tilly International or act on Baker Tilly International's behalf. None
of Baker Tilly International, Baker Tilly Virchow Krause, LLP, nor any of
the other member firms of Baker Tilly International has any liability for
each other's acts or omissions. The name Baker Tilly and its associated
logo is used under license from Baker Tilly International Limited.
Acknowledgement:
The Business Terms above correctly sets forth the understanding of the Client.
Accepted by:
Signature: ....
Title:
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