13 - Baker Tilly Agreement ConfirmationItem No. 13
TO: Mayor, Mayor Pro -Tem & City Council
FROM: Interim City Manager Robert G. Vine
SUBJECT: Baker Tilly Agreement Confirmation
DATE: August 12, 2024
BACKGROUND: The City Council received presentations from Strategic Government Resources
and Baker Tilly outlining their services for an executive search for a City Manager with Baker
Tilly being selected to perform this function.
STATUS OF ISSUE: Baker Tilly sent Staff an original proposal and an agreement for their
services after being selected by the City Council. These associated costs on these two documents
were different. During the Aug. 5, 2024, Special City Council meeting, the Council approved to
move forward with the agreement with Baker Tilly, provided the cost(s) on the agreement were
changed to match those of the original proposal, $28,600. On Tuesday, August 6, 2024, staff
notified a representative with Baker Tilly and shared this information, and an updated/corrected
agreement was emailed with the appropriate cost of $28,600.
BUDGET: $28,600
RECOMMENDATION: No action necessary — confirmation only. This agreement has already
been approved, with the caveat of the correction made to the total cost. This change has been made
and this item will move forward as agreed to by Council on Aug. 5, 2024.
Obakertilty
Baker Tilly Advisory Group, LP
205 N. Michigan Avenue, Suite 2800
Chicago, IL 60601
www.bakertilly.com
July 31, 2024
Robert Vine
City of Paris, Texas
135 SE 1 st Street
Paris, TX 75460
Dear Mr. Vine:
This letter agreement (the "Agreement") documents the City of Paris, Texas ("you/r" or "Client") engagement of
Baker Tilly Advisory Group, LP ("we" or "Baker Tilly") to conduct an executive search for City Manager (the
"Project"). This Agreement defines the parties' respective obligations for the Project.
Scope, Objectives and Approach
The scope and phases of this engagement are as follows:
Phase I Task I:-- Develop the candidate profile and define the advertising and marketing
strategy.
Task 2:-- Identify qualified candidates that meet the profile.
Phase II Task 3 Screen and submit Task 4 - Conduct reference Isemi-finalists checks, and academic verifications.
client
ifications. A criminal and/or ... /or
credit history report may also be conducted at this Phase or at the conclusion of Phase
III, as specified by you.
Phase III Task 5.7 Final process/on-site interviews with finalists.
Task 6 - Assist Client in making offer, which may be made contingent upon the
successful completion of a background check as specified by you.
Conclusion Acceptance of offer by candidate.
. . . . ..... . . ........... . ... . . ........ . . . ...... . . —"-. — - _ . ...... . ..... —J
Project Timing and Budget
The Project will commence upon your execution of this Agreement and will remain in effect for the period
necessary for successful completion of the Project.
1. Edward Williams will lead the Project, and other professionals will be involved as required. The all-inclusive
professional fee to complete the Project is $26,950 (the "Fee") and includes the cost of professional
services by the Project Team Leader and the project support staff, and all project -related expenses such as
advertising, 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
Baker Tilly US, LLP and Baker Tilly Advisory Group, LP, trading as Baker Tilly, operate under an alternative practice structure and are
members of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities.
2024 Baker Tilly Advisory Group, LP
the responsibility of Baker Tilly and shall be handled directly by the Client. The Client will make payments
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 99-1405547.
2. The Fee will be billed in four installments; 30% of the Fee will be billed upon execution of this Letter; 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. The Fee is not contingent. If you terminate this engagement before completion,
Baker Tilly shall invoice you for any unpaid portion of the Fee.
3. If Client requests Baker Tilly to perform additional services beyond the services described above, such as
conducting an employee/community survey or making additional on-site visits, such additional services
shall result in additional fees. For an employee/community survey, the additional fee shall be $1,650. For
additional on-site visits (beyond the three on-site visits which include four consulting days) described above,
the additional fee would be an hourly rate of $300 plus expenses.
Client's Obligations
1. You agree that you are responsible for candidate selections and that you will not discriminate against any
candidate on the basis of age, race, creed, color, religion, sex, sexual orientation, national origin, disability,
marital status or any other basis that is prohibited by federal, state or local law.
2. If you decide to not hire a candidate as a result of a criminal or credit history report, you agree to
comply with the FCFtA with regard to any pre- or post -adverse action notices and requirements.
3. You agree to respond to drafts of documents and reports in a timely manner. Failure to do so on your part
will protract timelines and can negatively influence the outcome of the process.
Management's Responsibilities
It is understood that Baker Tilly will serve in an advisory capacity with Client. The Client is responsible for
management decisions and functions, and for designating an individual with suitable skill, knowledge or
experience to oversee the services we provide. The Client is responsible for evaluating the adequacy and
results of the services performed and accepting responsibility for such services. The Client is responsible for
establishing and maintaining internal controls, including monitoring ongoing activities.
The procedures we perform in our engagement will be heavily influenced by the representations that we
receive from Client personnel. Accordingly, false representations could cause material errors to go
undetected. The Client, therefore, agrees that Baker Tilly will have no liability in connection with claims based
upon a failure to detect material errors resulting from false representations made to us by any Client personnel
and our failure to provide an acceptable level of service,due to those false representations.
The ability to provide services according to timelines established and at fees indicated will rely in part on
receiving timely responses from the Client. The Client will provide information and responses to deliverables
within the timeframes established in this Agreement unless subsequently agreed otherwise in writing.
The responsibility for auditing the records of Client rests with the Client's separately retained auditor and the
work performed by Baker Tilly shall not include an audit or review of the records or the expression of an
opinion on financial data.
The executive search for the City Manager is considered a non -attest service. As a part of this service, we will
not perform any management functions or make management decisions on your behalf.
Baker Tilly US, LLP and Baker Tilly Advisory Group, LP, trading as Baker Tilly, operate under an alternative practice structure and are
members of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. C
2024 Baker Tilly Advisory Group, LP
In connection with our performance of this non -attest service, you agree that you will:
- Continue to make all management decisions and perform all management functions.
- Designate an employee with suitable skill, knowledge, and / or experience, preferably within senior
management, to oversee the services we perform.
- Evaluate the adequacy and results of our non -attest services.
- Establish and maintain internal controls, including monitoring ongoing activities related to the non -attest
function.
Terms and Conditions
1. To the extent allowed under applicable law, the aggregate liability (including attorney's fees and all other
costs) of either party and its present or former partners, principals, agents or employees to the other party
related to the services performed under this Agreement shall not exceed the fees paid to Baker Tilly under
the portion of this Agreement to which the claim relates, except to the extent finally determined to have
resulted from the gross negligence, willful misconduct or fraudulent behavior of the at -fault parry.
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 or interruptions arising out of or
related to this Agreement even if the other party has been advised of the possibility of such damages.
2. 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.
3. Neither this Agreement nor any rights or obligations hereunder shall be assigned or delegated by Baker
Tilly without your prior written consent. This Agreement shall be modified only by a written agreement duly
executed by you and Baker Tilly. Should any of the provisions hereunder be found to be invalid, void, or
voidable by a court, the remaining provisions shall remain in full force and effect. Notwithstanding the
foregoing, Baker Tilly may assign and transfer this Agreement to any successor that acquires all or
substantially all of the business or assets of Baker Tilly by way of merger, consolidation, other business
reorganization, or the sale of interests or assets.
4. Copies of all hard copy documents associated with the recruitment will be retained for three (3) years from
the anniversary date of the hiring of the candidate. Retention of records beyond three (3) years must be
requested in writing before the conclusion of the Project.
5. Baker Tilly US, LLP and Baker Tilly Advisory Group, LP and its subsidiary entities provide professional
services through an alternative practice structure in accordance with the AICPA Code of Professional
Conduct and applicable laws, regulations and professional standards. Baker Tilly US, LLP is a licensed
independent CPA firm that provides attest services to clients. Baker Tilly Advisory Group, LP and its
subsidiary entities provide tax and business advisory services to their clients. Baker Tilly Advisory Group,
LP and its subsidiary entities are not licensed CPA firms. Baker Tilly Advisory Group, LP and its
subsidiaries and Baker Tilly US, LLP are independent members 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 Advisory Group, LP and Baker Tilly US, LLP are not Baker Tilly International's agents and do
not have the authority to bind Baker Tilly International or act on Baker Tilly International's behalf. None of
Baker Tilly International, Baker Tilly Advisory Group, LP, Baker Tilly US, 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.
6. FORM 1295: Baker Tilly, in compliance with the laws of the State of Texas, will execute and file Form 1295,
notice of interested parties, which can be found on the website of the Texas Ethics Commission at
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7. MANDATORY ANTI -DISCRIMINATION AND OTHER PROVISIONS: Baker Tilly acknowledges this
Agreement may be terminated and payment withheld if this certification is inaccurate. Pursuant to Section
Baker Tilly US, LLP and Baker Tilly Advisory Group, LP, trading as Baker Tilly, operate under an alternative practice structure and are
members of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities.
2024 Baker Tilly Advisory Group, LP
2271.002 of the Texas Government Code, Baker Tilly certifies that either (i) it meets an exemption criterion
under Section 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the
Agreement. Baker Tilly acknowledges this Agreement may be terminated and payment withheld if this
certification is inaccurate. Pursuant to SB 13, 871h Texas Legislature, Baker Tilly certifies that either (i) it meets
an exemption criterion under SB 13, 87th Texas Legislature; or (ii) it does not boycott energy companies, as
defined in Section 1 of SB 13, 87th Texas Legislature, and will not boycott energy companies during the term
of the Agreement. Baker Tilly acknowledges this Agreement may be terminated and payment withheld if this
certification is inaccurate. Pursuant to SB 19, 87th Texas Legislature, Baker Tilly certifies that either (i) it meets
an exemption criterion under SB 19, 87th Texas Legislature, or (ii) it does not discriminate against a firearm
entity or firearm trade association, as defined in Section 1 of SB 19, 87th Texas Legislature, and will not
discriminate against a firearm entity or firearm trade association during the term of this Agreement. Baker
Tilly acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate.
Pursuant to Subchapter F, Chapter 2252, Texas Government Code, Baker Tilly certifies that Baker Tilly is not
engaged in business with Iran, Sudan, or a foreign terrorist organization. Baker Tilly acknowledges this
Agreement may be terminated and payment withheld if this certification is inaccurate.
Acknowledgment
If this Agreement correctly sets forth your understanding, please sign below and return one copy to us for our
files. We look forward to working with you on this important project.
Sincerely,
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Anne Lewis I Managing Director
Client Signature:
Name �.�.......__ .�_ __.... ..�..�w.._
Title:... ................ .
Date:.
Baker Tilly US, LLP and Baker Tilly Advisory Group, LP, trading as Baker Tilly, operate under an alternative practice structure and are
members of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities.
2024 Baker Tilly Advisory Group, LP