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HomeMy WebLinkAbout2019-327-E Human Resources - Baker Tilley amendment for Housing Director recruitment DocuSign Envelope ID: D187A6D1-06A4-4B8F-847E-5CFB9F34BC05 rti bake lly now joined with 5pringsted and Umbaugh Baker Tilly Virchow Krause,LLP 14285 Midway Road,Suite340 Addison,TX 75001 972.481.1950 972.481.1951 bakertilly.com June 4, 2019 Ms. Brenda Bartholomew Human Resources Director Orange County 200 S. Cameron Street Hillsborough, NC 27278 Dear Ms. Bartholomew: As provided in the Triple Guarantee within the agreement between Orange County and Springsted I Waters, the placement of your Director of Housing, Human Rights and Community Services was guaranteed for 24 months and you have informed us of her resignation. Baker Tilly Virchow Krause, LLP (Baker Tilly) will provide the services within the original proposal for no professional fee. Any out of pocket costs, e.g. advertising, travel, printing, background investigations, etc. will be reimbursed by Orange County to Baker Tilly upon presentation of receipts, in an amount not to exceed $4,500 without written authorization by Orange County. Attached you will find Baker Tilly's Terms and Conditions for consulting services, which must be returned with this letter. Very truly yours, BAKER TILLY VIRCHOl11 KRAUSE, LLP 60&:�7 _ Chuck Rohre Firm Director P: 214.608.7477 Email: chuck.rohre@bakertilly.com Accepted bv: DocuSigned by: f*LVJA bakU4w w ?8FC40g0286C4F2 Bi t::4ud odl lrlulullil;Vv, Human Resources Director 6/8/2019 Date DocuSign Envelope ID: D187A6D1-06A4-4B8F-847E-5CFB9F34BC05 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,tog ether 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 Tiliy 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 Section 4.Standards of Performance With respect to this Agreement and any information supplied in connection Baker Tilly shall perform its Services in conformity with the terms expressly with this Agreement and designated by the disclosing party (the set forth in this Agreement.Accordingly, our Services shall be evaluated "Disclosing Party") as "Confidential Information" either by marking it as on our substantial conformance with such tennis and standards.Any claim "confidential"prior to disclosure to the receiving party(the"Recipient")or, of nonconformance(and applicability of such standards)must be clearly if such information is disclosed orally or by inspection,then by indicating and convincingly shown. Client acknowledges that the Services will to the Recipient that the information is confidential at the time of disclosure involve the participation and cooperation of management and others of and confirming in writing to the Recipient, the confidential nature of the Client.Unless required by professional standards or Client and Baker Tilly information within ten(10)business days of such disclosure,the Recipient otherwise agree in writing, Baker Tilly shall have no responsibility to agrees to: (i) protect the Confidential Information in the same manner in update any of its work after its completion. which it protects its confidential information of like importance, but in no case using less than reasonable care;(ii)use the Confidential Information Section 5.Warranty only to perform its obligations under this Agreement; and (iii) reproduce (a)Each party represents and warrants to the other that it has full power Confidential Information only as required to perform its obligations under and authority to enter into and perform this Agreement and any Statement this Agreement. This section shall not apply to information which is (A) of Work entered into pursuant hereto and the person signing this publicly known,(B)already known to the recipient;(C)disclosed to a third Agreement or such Statement of Work on behalf of each party hereto has party without restriction; (D) independently developed; or (E) disclosed been properly authorized and empowered to enter into this Agreement. pursuant to legal requirement or order,or as is required by regulations or (b)Client warrants that it has the legal right and authority,and will continue professional standards governing the Services performed.Subject to the to have the legal right and authority during the term of this Agreement,to foregoing, Baker Tilly may disclose Client's Confidential Information to its operate, configure, provide, place, install, upgrade, add, maintain and subcontractors and subsidiaries. repair(and authorize Baker Tilly to do any of the foregoing to the extent Section 2.Deliverables the same are included in the Services)the hardware, software and data (a)Materials speccally prepared by Baker Ti lly fo r Client as a deliverable that comprises any of Client's information technology system upon which under a Statement Work each a"Deliverable" when full or related to which Baker Tilly provides Services under this Agreement. ( } ,y y paid for (c)Balker Tilly warrants that any Services that it provides to Client under by Client, be used, copied, distributed internally, and modified by Client this Agreement and any Statement of Work will be performed in but solely for its internal business purposes.Client shall not,without Baker accordance with generally accepted industry standards of care and Tilly's prior written consent,disclose to a third party,publicly quote or make competence. Client's sole and exclusive remedy for a breach of Baker reference to the Deliverables. Baker Tilly shall retain all right, title and Ti11y's warranty will be for Baker Tilly,in its sole discretion,to either:(i)use interest in and to:(i)the Deliverables,including but not limited to,all patent, its reasonable commercial efforts to re-perform or correct the Services,or copyright,trademark and other intellectual property rights therein;and(ii) (ii) refund the fee Client paid for the Services that are in breach of Baker all methodologies,processes,techniques, ideas, concepts,trade secrets Tilly's warranty.Client must make a claim for breach of warranty in writing and know-how embodied in the Deliverables or that Baker Tilly may within thirty(30)days of the date that the Services that do not comply with develop or supply in connection with this Agreement (the "Baker Tilly Baker Tilly's warranty are performed.This warranty is voided in the event Knowledge"). Subject to the confidentiality restrictions contained in that Client makes alterations to the Services provided by Baker Tilly 0r to Section 1, Baker Tilly may use the Deliverables and the Baker "filly the environment in which the Services are used (including the physical, Knowledge for any purpose. network and systems environments)that are not authorized in writing by (b)The documentation for this engagement, including the workpapers,is Baker Tilly.if Client does not notify Baker Tilly of a breach of Baker Tilly's not part of the Deliverables, is the property of Baker Tilly and constitutes warranty during that 30-day period, Client will be deemed to have confidential information. We may have a responsibility to retain the irrevocably accepted the Services_ documentation for a period of time sufficient to satisfy any applicable legal (d)Baker Tilly does not warrant any third-party product(each,a"Product"). or regulatory requirements for records retention.If we are required by law, All Products are provided to Client by Baker Tilly"AS IS."Baker Tilly will, regulation or professional standards to make certain documentation to the extent it is allowed to by its vendors, pass through any warranties available to Regulators.Client hereby authorizes us to do so. and indemnifications provided by the manufacturer of the Product,Client, Section 3.Acceptance recognizing that Baker Tilly is not the manufacturer of any Product. Client shall accept Deliverables which (i) substantially conform to the expressly waives any claim that Client may have against Baker Tilly based specifications in the Statement of Work or (ii) where applicable, upon any product liability or infringement or alleged infringement of any successfully complete the mutually agreed to acceptance test plan patent,copyright,trade secret or other intellectual property right(each a described in the Statement of Work. Client will promptly give Baker Tilly "Claim"} with respect to any Product and also waives any right to written notification of any non-conformance of the Deliverables with such indemnification from Baker Tilly against any such Claim made against requirements ("Non-conformance") within thirty (30) days following Client by another.Client acknowledges that no employee of Baker Tilly or delivery of such Deliverables, and Baker Tilly shall have a reasonable any other party is authorized to make any representation or warranty on period of time, based on the severity and complexity of the Non- behalf of Baker Tilly that is not in this Agreement, conformance, to correct the Non-conformance so that the Deliverables (e) This section 5 is Baker Tilly's only warranty concerning the services substantially conform to the specifications_ If Client uses the Deliverable and any deliverable, and is made expressly in lieu of all other warranties before acceptance, fails to promptly notify Baker Tilly of any Non- and representations,express or implied, including any implied warranties conformance within such 30-day period, or delays the beginning of of merchantability,ACCURACY,TITLE, non-infringement,or fitness for a acceptance testing more than five(5)business days past the agreed upon particular purpose,or otherwise. date for the start of such acceptance testing as specified or otherwise determined under the Statement of Work. then the Deliverable shall be deemed irrevocably accepted by the Client. Consulting Terms Page 4 of 6 Rev.Oct.2015 DocuSign Envelope ID: D187A6D1-06A4-4B8F-847E-5CFB9F34BC05 Baker Tilly Virchow Krause, LLP Standard Business Terms (cont.) Section 6.Limitation on Dama es and Indemnification the institution by or against the other party of any proceeding under the (a)The liability(including attomey's fees and ALL other costs)of Baker United States Bankruptcy Code or any other foreign, federal or state Tilly and its present or former partners, principals, agents or employees bankruptcy, receivership, insolvency or other similar law affecting the related to any claim for damages relating to the services performed under rights of creditors generally. or(iv)the making by the other party of any this Agreement shall not exceed the fees paid to Baker Tilly for the portion assignment for the benefit of creditors. of the work to which the claim relates, except to the extent finally (c) Client shall pay Baker Tilly for all Services rendered and expenses determined to have resulted from the willful misconduct or fraudulent incurred as of the date of termination,and shall reimburse Baker Tilly for behavior of Baker Tilly relating to such services.This limitation of liability all reasonable costs associated with any termination. is intended to apply to the full extent allowed by law, regardless of the (d)Any rights and duties of the parties that by their nature extend beyond grounds or nature of any claim asserted,including the negligence of either the expiration or termination of this Agreement, including but not limited party. Additionally, in no event shall either party be liable for ANY lost to, limitation of liability, confidentiality, ownership of work product, and profits, LOST Business opportunity, lost data, consequential, special, survival of obligations, any accrued rights to payment and remedies for incidental, exemplary or punitive damages DELAYS, INTERRUPTIONS, breach of this Agreement shall survive the expiration or termination of this DR VIRUSES arising out of or related to this Agreement even if the other Agreement or any Statement of Work. party has been advised of the possibility of such damages. Section 9. Dispute Resolution (b)As Baker Tilly is performing the Services solely for the benefit of Client, (a) Except for disputes related to confidentiality or intellectual property Client wiil indemnify Baker Tilly,its subsidiaries and their present or former rights, all disputes and controversies between the parties hereto of every partners,principals,employees,officers and agents against all costs,fees, kind and nature arising out of or in connection with this Agreement as to expenses, damages and liabilities (including attorneys' fees and all the existence, construction, validity, interpretation or meaning, defense costs)associated with any third-party claim,relating to or arising performance, nonperformance, enforcement, operation, breach, result of the Services. Client's use of the Deliverables, or this A continuation, or termination of this Agreement shall be resolved as set Agreement. forth in this Section using the following procedure: In the unlikely event (c) In the event Baker Tilly is requested by the Client; or required by that differences concerning the Services or fees should arise that are not government regulation, subpoena,or other legal process to produce our resolved by mutual agreement,both parties agree to attempt in good faith engagement working papers or its personnel as witnesses with respect to to settle the dispute by engaging in mediation administered by the its Services rendered for the Client,so long as Baker Tilly is not a party to American Arbitration Association under its mediation rules for professional the proceeding in which the information is sought, Client will reimburse accounting and related services disputes before resorting to litigation or Baker Tilly for its professional time and expenses,as well as the fees and any other dispute-resolution procedure. Each party shall bear their own legal expenses,incurred in responding to such a request. expenses from mediation and the fees and expenses of the mediator shall (d) Because of the importance of the information that Client provides to be shared equally by the parties. If the dispute is not resolved by Baker Tilly with respect to Baker Til€y's ability to perform the Services, mediation,then the parties agree that the dispute or claim shall be settled Client hereby releases Baker Tilly and its present and former partners, by binding arbitration.The arbitration proceeding shall take place in the principals, agents and employees from any liability, damages, fees, city in which the Baker Tilly office providing the relevant services is expenses and costs,including attorneys fees,relating to the Services,that located, unless the parties mutually agree to a different location. The arise from or relate to any information, including representations by proceeding shall be governed by the provisions of the Federal Arbitration management, provided by Client, its personnel or agents, that is not Act ("FAA") and will proceed in accordance with the than current complete,accurate or current. Arbitration Rules for Professional Accounting and Related Disputes of the (e) Each a g p party recognizes and agrees that the warranty disclaimers and AAA, except that no pre-hearing discovery shall be permitted unless liability and remedy limitations in this Agreement are material bargained specifically authorized by the arbitrator.The arbitrator will be selected from for bases of this Agreement and that they have been taken into account AAA,JAMS,the Center for Public Resources,or any other internationally and reflected in determining the consideration to be given by each party or nationally-recognized organization mutually agreed upon by the parties. under this Agreement and in the decision by each party to enter into this Potential arbitrator names will be exchanged within 15 days of the parties' Agreement. agreement to settle the dispute or claim by binding arbitration, and (f)The terms of this Section 6 shall apply regardless of the nature of any arbitration will thereafter proceed expeditiously. The arbitration will be claim asserted (including, but not limited to,contract,tort, or any form of conducted before a single arbitrator, experienced in accounting and negligence,whether of Client, Baker Tilly or others),but these terms shall auditing matters. The arbitrator shall have no authority to award non- not apply to the extent finally determined to be contrary to the applicable monetary or equitable relief and will not have the right to award punitive law or regulation. These terms shall also continue to apply after any damages. The award of the arbitration shall be in writing and shall be termination of this Agreement. accompanied by a well reasoned opinion. The award issued by the (g) Client accepts and acknowledges that any legal proceedings arising arbitrator may be confirmed in a judgment by any federal or state court of from or in conjunction with the services provided under this Agreement competent jurisdiction.Each party shall be responsible for their own costs must be commenced within twelve(12)months after the performance of associated with the arbitration,except that the costs of the arbitrator shall the Services for which the action is brought, without consideration as to be equally divided by the parties. The arbitration proceeding and all the time of discovery of any claim. information disclosed during the arbitration shall be maintained as Section 7.Personnel confidential, except as may be required for disclosure to professional or During the term of this Agreement, and for a period of six (6) months regulatory bodies or in a related confidential arbitration. In no event shall following the expiration or termination thereof, neither party will actively a demand for arbitration be made after the date when institution of legal or solicit the employment of the personnel of the other party involved directly equitable proceedings based on such claim would be barred under the with providing Services hereunder.Both parties acknowledge that the fee applicable statute of limitations. for hiring personnel from the other party,during the project term and within (b)Because a breach of any the provisions of this Agreement concerning six months following completion,will be a fee equal to the hired person's confidentiality or intellectual property rights will irreparably harm the non- annual salary at the time of the violation so as to reimburse the party for breaching party, Client and Baker Tilly agree that if a party breaches any the costs of hiring and training a replacement. of its obligations thereunder,the non-breaching party shall,without limiting Section 8.Termination its other rights or remedies, be entitled to seek equitable relief(including, (a) This Agreement may be terminated at any time by either party upon but not limited to, injunctive relief) to enforce its rights thereunder, written notice to the other. However, upon termination of this Agreement, including without limitation protection of its proprietary rights.The parties this Agreement will continue to remain in effect with respect to any agree that the parties need not invoke the mediation procedures set forth Statement(s)of Work already issued at the time of such termination, until in this section In order to seek injunctive or declaratory relief. such Statements of Work are themselves either tenminated or the Section 10.Force Maileure performance thereunder is completed. In the event that either party is prevented from performing,or is unable to (b) This Agreement and all Statements of Work may be tenminated by perform,any of its obligations under this Agreement due to any act of Gad, either party effective immediately and without notice,upon:(i)the fire,casualty,flood,war,strike,lock out,failure of public utilities,injunction dissolution,termination of existence,liquidation or insolvency of the other or any act, exercise, assertion or requirement of any governmental party,(ii)the appointment of a custodian or receiver for the other party,(iii) authority, epidemic, destruction of production faciiities, insurrection, Consulting Terms Page 5 of 6 Rev.Oct.2016 DocuSign Envelope ID: D187A6D1-06A4-4B8F-847E-5CFB9F34BC05 Baker Tilly Virchow Krause, LLP Standard Business Terms (cont.) inability to obtain labor, materials, equipment, transportation or energy be replaced by mutually acceptable provisions which, being valid, legal sufficient to meet needs,or any other cause beyond the reasonable control and enforceable, come closest to the intention of the parties underlying of the party invoking this provision ("Force Maieure Event'), and if such the invalid or unenforceable provision. If the Services should become party shall have used reasonable efforts to avoid such occurrence and subject to the independence rules of the U.S. Securities and Exchange minimize its duration and has given prompt written notice to the other Commission with respect to Client, such that any provision of this party,then the affected party's failure to perform shall be excused and the Agreement would impair Baker TiIly's independence under its rules,such period of performance shall be deemed extended to reflect such delay as provision(s)shall be of no effect, agreed upon by the parties. (c) Neither this Agreement, any Statement of Work, any claims nor any Section 11.Taxes rights or licenses granted hereunder may be assigned, delegated or Baker Tilly's fees are exclusive of any federal, national, regional, state, subcontracted by either party without the written consent of the other party. provincial or local taxes,including any VAT or at her withholdings,imposed Either party may assign and transfer this Agreement and any Statement on this transaction, the fees, or on Client's use of the Services or of Work to any successor that acquires all or substantially all of the possession of the Deliverable(individually or collectively,the'Taxes"),all business or assets of such party by way of merger, consolidation, other of which shall be paid by Client without deduction from any fees owed by business reorganization, or the sale of interests or assets, provided that Client to Baker Tilly. In the event Client fails to pay any Taxes when due, the party notifies the other party in writing of such assignment and the Client shall defend, indemnify,and hold harmless Baker Tilly, its officers, successor agrees in writing to be bound by the terms and conditions of agents, employees and consultants from and against any and all fines, this Agreement. penalties, damages,costs (including, but not limited to,claims, liabilities (d)The validity,construction and enforcement of this Agreement shall be or losses arising from or related to such failure by Client)and will pay any determined in accordance with the laws of the State of Illinois, without and all damages, as well as all costs, including, but not limited to, reference to its conflicts of laws principles, and any action (whether by mediation and arbitration fees and expenses as well as attorneys'fees, arbitration or in court) arising under this Agreement shall be brought associated with Client's breach of this Section 11 exclusively in the State of Illinois. Both parties consent to the personal Section 12.Notices jurisdiction of the state and federal courts located in Illinols. Any notice or communication required or permitted under this Agreement (e)The parties hereto are independent contractors. Nothing herein shall o be deemed to constitute either party as the representative,agent,partner r any Statement of Work shall be in writing and shall be deemed received or joint venture of the other. (i)on the date personally delivered; or(ii)the date of confirmed receipt if The failure of either sent by Federal Express,DHL,UPS or any other reputab€e carrier service, {� party at any time to enforce any of the provisions to applicable party (sending it to the attention of the title of the person of this Agreement or a Statement of Work will in no way be construed as signing this Agreement)at the address specified on the signature page of a waiver of such provisions and will not affect the right of party thereafter to enforce each an this Agreement or such other address as either party may from time to d every provision thereof in accordance with its terms. time designate to the other using this procedure. {g}Client acknowledges that:(i)Baker Tilly and Client may correspond or convey documentation via Internet a-mail unless Client expressly requests Section 13.Miscellaneous otherwise, (ii) neither party has control over the performance, reliability, (a)This Agreement and any Statement(s) of Work constitute the entire availability, or security of Internet e-mail, and (iii) Baker Tilly shall not be agreement between Baker Tilly and Client with respect to the subject liable for any loss, damage, expense, Bann or inconvenience resulting matter hereof and supersede all prior agreements, promises, from the loss, delay, interception,corruption, or alteration of any Internet understandings and negotiations, whether written or oral, regarding the e-mail. subject matter hereof. No terms in any Client purchase order that are (h)Except to the extent expressly provided to the contrary, no third-party different from, or additional to, the terms of this Agreement will be beneficiaries are intended under this Agreement. accorded any legal effect and are specifically hereby objected to by Baker (i) Baker Tilly Virchow Krause, LLP is an independent member of Baker Tilly. This Agreement and any Statement of Work cannot be amended Tilly International.Baker Tilly International Limited is an English company. unless in writing and signed by duly authorized representatives of each Baker Tilly International provides no professional services to clients.Each party.Headings in this Agreement are included for convenience only and member firm is a separate and independent legal entity and each are not to be used to construe or interpret this Agreement. describes itself as such.Baker Tilly Virchow Krause,LLP is not Baker Tilly (b)In the event that any provision of this Agreement or any Statement of International's agent and does not have the authority to bind Baker Tilly Work is held by a court of competent jurisdiction to be unenforceable International or act on BakerTi€ly International's behalf.None of Baker Tilly because it is invalid or in conflict with any law of any relevant jurisdiction, International, Baker Tilly Virchow Krause, LLP, nor any of the other the validity of the remaining provisions shall not be affected,and the rights member firms of Baker Tilly International has any liability for each other's and obligations of the parties shall be construed and enforced as if the acts or omissions. The name Baker Tilly and its associated logo Is used Agreement or such Statement of Worts did not contain the particular under license from Baker Tilly International Limited. provisions held to be unenforceable.The unenforceable provisions shall Acknowledgement: The Business Terms above correctly sets forth the understanding of the Client. Accepted GocuSigned by: OocuSigned by: b Signature: �76inJ�t� E3�4B202973148C. 8637994B755E477 . Title: Date: 6/10/2019 6/10/2019 Consulting Terms Page 6 of 6 Rev.Dct.2016 DocuSign Envelope ID: D187A6D1-06A4-4B8F-847E-5CFB9F34BC05 Signature below represents agreement to the terms within: GacuSigned by, r6� 6/10/2019 E34B202973148C. Chuck Rohre Firm Director Baker Tilly Virchow Krause, LLP OocuSigned Icy: �76inJln Rm&fit YS .0/2019 OOi379949755E477.. Bonnie B. Hammersley Orange County Manager This instrument has been pre-audited in the manner by the Local Government Budget and Fiscal Control Act. Docusigned by: 6/10/2019 E5181ACC1409. h`.di7❑4 y Uui idiU�ui i, kFO Financial Services