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2019-035 - Authorizing Execution of Agreement with Baker Tilly to Counduct a Search for a New City ManagerRESOLUTION N0. 2019-035 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 Pro -Tem be, and she 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. i' Paula Portugal, Mayor t, -o-Tem C1 ATTEST: ice Ellis, City Clerk APPROVED AS TO FORM: L t�«�}...j't0- StWc'4'�'1p1a'n6ieH. 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/Marketingm (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 RI -1 3.2R,1r V N"" PA bG!: �1 exl:)enses such as advertising, printing, candidate.! bacla,ground and reference checks, and trav(,,,!l expenses for on site visits by the Project Tearn Leada.T,, Travel exl..)enses incurred by candidate's for on-site interviews with the Client are not dw responsibility of Baker Tilly and ,we handled directly by the dient organization. If Client elects to utilize the employee/community survey there, will be an additional. fee $1500.M The Client will make payments for the project upon.receipt of an invoice submitted by Baker 1 .1, 1 illy. Paynit,,nit to Baker Tilly is due upon receiI.)t. All invoices will be forwirded. to the Chent fot processing unless oth(nvoise directed. For. reporting ptarpos es, Baker Tilly's tax identificafic)n number is 47-1064404. ZThe. all inclusive professional fee will be billed in four installinents-, 30% of the fee will be billed at th. e bew.nning of the rc(-.-ruitrnent; 30% at thei.n.ipl(."I.t.n.ent.ati(.)n of phase 1; 30% at tim irripleA: neritation of Phase .11; and the final 10% upon acceptance of off(. -.r by the candidate. I Additional work related to the rem. fitment process and as specifically requested by the Client wh.i(,-Ih is outside the scope of this project (i.e, addition -,.d on. site visits) will include an ad.c.litional fee. "d"ine fixed professi(anal fee for this recruitment anticipates no rnore than d-mee on sit(.0 visits which include foo (.-,onsulhing, day s., However, we would be pleased to Provide additional on site consulting visits for our standard daily rate. of'$1,500 phis expenses. T1UPLE, GUARANMEE L A corninitment to.remain with the recmitinent assign.y.rient untilyou haven.iacle an. appointment for the fee an.d tasks quotedin the proposal.. If you are una'ble to rnake. a selv.:�tlon from the initial group of finalists, Baker'I'My will wo.rk to identify a supplernenttil gn-oup until you. find a candidate to hire. 2. Your execative recruitmentis guarwiteed for 24montfi[s agi or resignation. it Whin the ,ainst termination first two years following the date of hire, the .repl2.ce:un.erit.recraiittne.tit will be repeated with no additional professional fee, but only fear project -related expenses, Candidates appointed fro.i.n within your (.organization do not quahf,y for this guarantee. 'this guarantee is sulr.)ject to fijither linuita6ons and resttic.,-.tio:ns of your state laws. 3.. liaker 'IMy will not. vAic.1t any candidates selected under this contract for any (::other position while tl-.i[c Candidateis einphyed with your organization. DEVOI.I(IN OFTIME Baker Tilly shall devote such firne to the perfortnance ofits duties under dais.A.greetrieurt as is necessary fair the completion of all project phases. RE.] 3..I219 PAG F 12 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: If to Baker Tilly: City of Paris Baker Tilly Virchow Krause, LLP ATTN: Ci Attorney rney 380 Jackson Street, Suite 300 P.O. Box 9037 Saint Paul, MN 55101 Paris, Texas 75461 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 Byx. .... By. x_-.._.. ... _a.... . Name: — - _.. Name: Charles A.e Rohre Title: Title: Firm Director RI:!'. 33%.7V 1' .A C; 1i 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. Warranty (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 Rev.Oct.2016 Baker Tilly Virchow Krause, LLP Standard Business Terms (cont.l 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. (f) 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. Di s 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 (Tgrce 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. intentional) 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 Consulting Terms Page 5 of 6 Rev.Oct.2016 9M, MT WRORMIF =111773�111 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. (a) 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, (R) neither party has control over the performance, reliability, availability, or security of Internet e-mail, and (ill) 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. ME= RM Consulting Terms Page 6 of 6 Rev.Oct.2016