HomeMy WebLinkAboutRes 22-11 Ratifying a Professional Services Agreement with City Hall Essentials and naming Mary J. Kayser as Interim Town SecretaryTOWN OF WESTLAKE
RESOLUTION 22-11
A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS,
RATIFYING A PROFESSIONAL SERVICES AGREEMENT WITH CITY HALL
ESSENTIAL AND NAMING MARY J. KAYSER AS THE INTERIM TOWN SECRETARY.
WHEREAS, the Town Secretary position for the Town of Westlake, Texas is currently
vacant; and
WHEREAS, the Town staff entered into a Professional Services Agreement with City Hall
Essentials for an individual to the vacant Town Secretary role until a permanent Town Secretary can
be appointed; and
WHEREAS, the Town Council desires to name an Interim Town Secretary for the Town of
Westlake.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
WESTLAKE, TEXAS:
SECTION 1: The Professional Services Agreement with City Hall Essential is approved.
SECTION 2: Mary J. Kayser is hereby named as the Interim Town Secretary for the Town
of Westlake, Texas, effective March 28, 2022., and shall serve in that capacity until a
permanent Town Secretary is hired or until April 29, 2022, whichever occurs first.
SECTION 3: That this resolution shall become effective from and after its date of passage.
PASSED AND APPROVED ON THIS 28TH DAY OF MARCH 2O22.
ATTEST: Laura Wheat, Mayor
Mary J. Kkid, I erim Town Secretary Amanda DeGan, Town Manager
APPROVED AS TO FORM:
Stanton Lowry, Town A rney
Resolution 22-11
Page 1 of 1
CifyHall 11675 Jollyville Road, Suite 300
Austin, TX 78759
512.334.9570
ESSENTIALS www.CityHallEssentials.com
Professional Services Agreement
This Professional Services Agreement ("Agreement") shall serve as the contract between City
Hall Essentials, LLC ("CHE") and the Town of Westlake, TX ("Client").
1. Scope of Services. Specifications regarding the scope and nature of the professional services
and/or products to be provided to the Client by CHE shall be documented in a Work Order,
which once approved shall be an addendum to this Agreement. While Work Orders may
identify a particular consultant as having been assigned to a project, those are subject to
change at CHE's sole discretion depending on modifications to the consultant's availability.
When possible, CHE will assign a suitable substitute consultant as warranted.
2. Independent Contractor. CHE, its managers, personnel and consultants, are independent
contractors. Nothing herein shall be construed to create an employee / employer relationship.
Client acknowledges that CHE's consultants are independent contractors and not employees
of CHE.
3. Standard of Performance. The standard of care for all consulting and related services
performed or furnished by CHE under this Agreement will be the care and skill ordinarily
used by members of CHE's profession practicing under the same or similar circumstances at
the same time and in the same locality. CHE makes no warranties, express or implied, under
this Agreement or otherwise, in connection with CHE's services.
4. Invoices. CHE will submit invoices for services rendered (either monthly or upon
conclusion of the project, as applicable), and Client will make prompt payments in response
to CHE's invoices. CHE will retain receipts for reimbursable expenses. Receipts will be
available for inspection by Client's auditors upon request. If Client disputes any items in
CHE `s invoice for any reason, including the lack of supporting documentation, Client may
temporarily delete the disputed item and pay the remaining amount of the invoice. Client will
promptly notify CHE of the dispute and request clarification and/or correction. After any
dispute has been settled, CHE will include the disputed item on a subsequent, regularly
scheduled invoice, or on a special invoice for the disputed item only. Client recognizes that
late payment of invoices results in extra expenses for CHE. CHE retains the right to assess
Client's interest at the rate of one and one-half percent (1.5%) per month, but not to exceed
the maximum rate allowed by law, on invoices which are not paid within thirty (30) days
from the date of the invoice. In the event undisputed portions of CHE's invoices are not paid
when due, CHE also reserves the right, after seven (7) days prior written notice, to suspend
the performance of its services under this Agreement until all past due amounts have been
paid in full.
5. Termination of Agreement. Either party may terminate the Agreement upon providing the
other party with seven (7) day's written notice, unless another period is specified in an
applicable Work Order. Where the method of payment Fixed Fee, the final invoice will
include all services and expenses associated with the project up to the effective date of
termination. An equitable adjustment shall also be made to provide for termination settlement
costs CHE incurs as a result of commitments that had become firm before termination.
Termination by either party does not relieve the Client from timely remitting payments for all
invoices submitted under this Agreement.
6. Limited License. This Agreement shall constitute a limited license pursuant to which the
Client grants CHE the right to use the Client's name and logo for the narrow purpose of
creating products (such as reports or presentation materials) for the Client. CHE can also use
the Client's logo when identifying its current or previous clients in marketing materials.
7. Controlling Law. This Agreement is to be governed by the law of the State of Texas.
8. Successors & Assigns. Client and CHE respectively, bind themselves, their partners,
successors, assigns, and legal representatives to the covenants of this Agreement. Neither
Client nor CHE will assign, sublet, or transfer any interest in this Agreement or claims
arising therefrom without the written consent of the other.
9. Non -exclusivity: Nothing herein shall preclude CHE or its consultants from performing
services for other CHE clients, unless specifically stated otherwise in an executed Work
Order.
10. Changes. The parties agree that no change or modification to this Agreement, or any
attachments hereto, shall have any force or effect unless the change is reduced to writing,
dated, and made part of this Agreement. The execution of the change shall be authorized
and signed in the same manner as this Agreement. Any proposed fees by CHE are
estimates to perform the services required to complete the project as CHE understands it
to be defined. For those projects involving conceptual or process development services,
activities often are not fully definable in the initial planning. In any event, as the project
progresses, the facts developed may dictate a change in the services to be performed,
which may alter the scope. CHE will inform Client of such situations so that changes in
scope and adjustments to the time of performance and compensation can be made as
required. If Client approves such change, additional services, or suspension of services
and such change, additional services or suspension of services results in an increase or
decrease in the cost of or time required for performance of the services, an equitable
adjustment shall be made, and the Agreement modified accordingly.
11. Controlling Agreement. The terms and conditions of this Agreement (and any
accompanying Work Order) shall take precedence over any inconsistent or contradictory
provisions contained in any proposal, contract, purchase order, requisition, notice -to -proceed,
or similar document.
12. Severability. If any provision of this agreement is held invalid or unenforceable, the
remaining provisions shall be valid and binding upon the parties. One or more waivers by
either party of any provision, term or condition shall not be construed by the other party as a
waiver of any subsequent breach of the same provision, term or condition.
13. Limitation of Liability. CHE, its employees', and it's consultants' total liability to Client
for any loss or damage, including but not limited to special and consequential damages
*CHE
arising out of or in connection with the performance of services or any other cause, including
CHE's and its employees' professional negligent acts, errors, or omissions, shall not exceed
the greater of the CHE's Professional Liability coverage or the total compensation received
by CHE hereunder.
14. Insurance. Client shall include any CHE consultant working for the Client in an interim
capacity as a covered person under the Client's liability coverage, risk pool, and/or insurance
as it would an employee of the Client operating in an official capacity for the Client. CHE
shall maintain general liability umbrella coverage through an insurance policy covering work
performed by its employees and consultants.
15. Staff Replacement Fee. If Client hires CHE's consultant during the term of this Agreement
or within sixty (60) days of the termination of this Agreement, Client agrees to pay CHE a
one-time Staff Replacement Fee of five thousand dollars ($5,000.00) to compensate CHE for
the loss of the staff resource and reimburse CHE for the investments made in recruitment,
training, supervision, and marketing.
16. Statute of Limitations. The parties agree that any action in relation to an alleged breach of
this Agreement shall be commenced within two years of the date of the breach, without
regard to the date the breach is discovered. Any action not brought within that two-year time
period shall be barred, without regard to any other limitations period set forth by law or
statute.
17. Dispute Resolution. The parties agree that if a dispute arises under this Agreement or
regarding the services provided under the terms of this Agreement, the party will promptly
provide written notice to the other party with at least fourteen (14) days to remedy the
situation. The parties further agree that any dispute arising regarding the terms of this
Agreement or the services provided under the terms of this Agreement shall be submitted to
mediation prior the filing of a lawsuit.
18. Disclaimer on Legal Services. The parties acknowledge and agree that CHE is not a law
firm and does not provide legal services. Communications, products, programs and services
rendered by CHE and service providers operating through CHE do not constitute legal
services. Regardless of whether the Consultant is a licensed attorney, this Agreement neither
facilitates nor provides for the legal representation of clients or provision of legal advice to
clients. Alan Bojorquez is a co-owner of CHE, and is the owner of the Bojorquez Law Firm,
PC. However, those are separate entities. A contractual relationship between the client and
CHE does not create an attorney -client relationship with Alan Bojorquez or the Bojorquez
Law Firm, PC. Neither CHE's work product or any oral conversations with CHE personnel
shall be presumed confidential or protected by the attorney -client privilege by virtue of this
Agreement.
19. Effective Date. This Agreement shall become effective on the date upon which it has been
executed by both parties.
20. Execution. This Agreement, including the exhibits made part hereof, constitute the entire
Agreement between CHE and Client, supersedes and controls over all prior written or oral
understandings.
*CHE
Uj���"LL'j
CHE:
6y:
Sheila Bojorquez, P esident &
Chief Executive Officer
City Hall Essentials, LLC
Date: 3lit)
-
-'iC`HE
CLIENT:
by:
ame
Title �,- fN
Town of
Date: 3� %�� Z-=-
C�fty Hall
ESSENTIALS
WORK ORDER
This Exhibit shall be incorporated under the current Professional Services Agreement between
City Hall Essentials, LLC ("CHE"), and the Client identified below.
® Consulting ❑ Training ❑ Interim Staffing ❑ Planning
CHE Consultant: Mary Kayser
CHE Client: City of Westlake, TX
Project Title: Consulting City Secretary Services
Client Contact Person: Jarrod Greenwood, Deputy Town Manager
Anticipated Project Start Date: 3/14/2022 Anticipated Project End Date: Not Specified
1. Description: Work to be performed by CHE may include all services, tasks and deliverables
described below: Professional Municipal City Secretary consulting work including all roles and
responsibilities as deemed usual and expected by the Texas Municipal Clerks Association; work may
be completed in -person, on -site and/or via remotely
2. Deliverables: The final deliverables for this project may include, but are not limited to, tangible or
intangible products such as digital files, paper printouts, emails, videos, or other digital content.
3. Compensation: For all approved work related to this Work Order, Client shall pay CHE:
❑ Fixed Fee of $ ® an hourly rate of $75 per hour
❑ other: ❑ Not to Exceed $ without prior approval.
4. Expenses: CHE's out-of-pocket expenses directly related to this Work Order shall be billed to the
Client as follows:
❑ Fixed Fee of $ (or actual)
® Travel $ mileage reimbursed at current IRS rate for calendar year
® Lodging $150/nightly for any needed or agreed upon stays, i.e. non -safe travel due to weather
conditions or a meeting being adjourned past the hour the consultant deems safe to travel home
® Meals $50/day if overnight stay at a hotel required
® Copies, Supplies $ city will pay for these expenses as accrued
❑ Other $
5. Change Orders: All modifications to this Work Order shall be in writing. Any changes may affect
the project scope, timeline or deliverables or modify the scope of the overall project.
As an
Cl
of the Client, I have read and agree to the terms of this Work Order.
i s , ) e fYmiKo ",4
Representative's Signature Printed Name
Please sign and return this Work Order to CHE to initiate this project.
Emails can a be sent to Sheila@CityHallEssentials.com
/'Y
Date
by:
CHE:
Sheila Bojorquez, President &
Chief Executive Officer
City Hall Essentials, LLC
Date:
*CHE
CLIENT:
by:
Name
Title 4ef, �-y c pj.&r
Town of 4k /c
Date: 3� y� Z z