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HomeMy WebLinkAboutResolution 25-13 Approving Extension of Town Manager ContractSECTION 4: That this Resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 7th DAY OF MAY 2025. APPROVED AS TO FORM: Matthew C. G. Boyle, Town Attorney Resolution 25-13 Page 2 of2 AGREEMENT FOR PROFESSIONAL SERVICES AND EMPLOYMENT AS Town Manager (Extension 2025) STATE OF TEXAS § COUNTY OF TARRANT § This agreement for Professioral Services and Employment as Town Manager (this "Agreement") is made and entered into effective as of this the 7th day of May 2025, by and between the Town of Westlake, Texas, a Type A General Law Municipality (the "Town"), and Wade Carroll, (the "Town Manager"), to establish and set forth the terms and conditions of the employment of the Town Manager as the Town Manager of the Town. WITNESS ETH: WHEREAS, the Town Coun�il of the Town ("the Cou�cil") and the Town Manager believe that an employment agreement negotiated between the Council, on behalf of the Town, and the Town Manager can be mutually beneficial to the Town, the Town Manager, and the community they serve; WHEREAS, when appropriately structured, the Council and the Town Manager believe an employment agreement can strengthen the Council-Town Manager relationship by enhancing the excellence and continuity of the management of the Town for the benefit of its citizens; WHEREAS, the Council, on behalf of the Town, and the Town Manager believe it is important to thoughtfully consider guidelines that will be consistent with both the letter and the spirit of State law and Town ordinances, arnd to the extent applicable, the Town's personnel policies, that will uphold the principle of "serving at the pleasure of the Council," that will clearly define and incorporate the benefits to the community and organization, and that will address the protection of the Town Manager and family through provisions that are reasonable in nature and scope when compared to professional practices and local/regional market conditions and appropriately funded within the Town's budget; WHEREAS, the Council desires to employ the services of the Town Manager as the Town Manager of the Town, pursuant to the terms, conditions and provisions of this Agreement; WHEREAS, it is the desire of the Council to provide compensation and benefits, establish conditions of employment for, and to set the working conditions of, the Town Manager as provided in this Agreement; WHEREAS, the Council desires to secure and retain the services of the Town Manager, to provide inducements for the Town Manager to accept employment as the Town Manager of the Town and to remain in such employment, to encourage full work productivity by assuring the Manager's morale and peace of mind with respect to future security, and to provide a proper means for termination, resignation, or retirement of the Town Manager; W. Carroll- Town Manager Contract 1 WHEREAS, except as otherwise specifically provided herein, the Town Manager shall have and be eligible for the same benefits as are provided to all employees of the Town; and ' I WHEREAS, the Town Manager has agreed to accept employment as the Town Manager of the Town, subject to and on the terms, conditions, and provisions agreed to and outlined in this Agreement; NOW, THEREFORE, in consideration of Town Manager accepting employment with the Town, and other good and valuable consideration, including the mutual covenants herein contained, the Council and the Town Manager hereby contract, covenant, and agree as follows: Section 1. Term 1.1 The term of this Agreement shall be for five (5) years commencing on May 7th, 2025, and ending on May 7th, 2030. This Agreement shall be and remain in full force and effect unless terminated by the Town Manager or the Council as herein provided (the "Term"). The Council may, with consent and approval of the Town Manager, extend the term of this Agreement. 1.2 The Town Manager shall serve at the plepsure of the Council, and nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the Council, or the Town Manager, to terminate the services of the Town Manager at any time, subject only to applicable provisions of this Agreement. Section 2. Duties 2.1 The Council hereby employs the Town Manager to perform the duties and functions prescribed by the job description, attached hereto as Exhibit "A", to this Agreement, and as the Council shall, from time to time, assign to the Town Manager consistent with the intent of this Agreement and the professional role and responsibility of the Town Manager position. Further, the Town Manager shall comply with state and federal law and all Town policies, rules, regulations, or ordinances as they exist or may be amended, and all lawful Council directives. W. Carroll- Town Manager Contract 2 Section 3. Compensation 3.1 The Town agrees to pay the Town Manager an annual base salary of Two Hundred and Seventy-Five thousand, Nine hundred and Fifty dollars ($275,950.00), payable in installments on the same schedule as other employees of the Town, and net of any applicable withholding or deductions as required by law. 3.2 The Town agrees to provide a car allowance of eight hundred dollars ($800.00) per month which will cover all car-related expenses. To receive a car allowance, the Town Manager must furnish valid proof of state-required liability insurance coverage. 3.3 Town will provide a cellphone allowance of one hundred dollars ($100.00) per month for all Town and personal business. The Town shall have access to all Town information on the Town Manager's cell phone. 3.4 At any time during the term of this Agreement, the Council, at its discretion, may review the performance of the Town Manager, and adjust the salary and benefits of the Town Manager with a one-time salary adjustment or on an ongoing manner. In no event shall salary and benefits be less than as set forth in Section 3 of this Agreement, except as otherwise agreed upon by the parties in writing. Section 4. Disability and Retirement Benefits 4.1 The Town Manager shall be covered and governed by Texas Municipal Retirement System (TMRS), the same retirement system as all other employees. The Town agrees to budget and pay for the Town Manager's pprtion of contribution, which is seven percent (7%) of his salary as of commencement of this Agreement, as well as th� match portion as outlined in the Town's personnel policy for all employees, as may be amended from time to time. Retirement contributions shall be paid as the retirement system's plan documents require. The Town Manager may participate in any other voluntary retirement program offered to Town employees. 4.2 The Town agrees to provide long-term disability income benefits to Town Manager, equal to that provided to all other Town employees, as may be amended from time to time. 4.3 If the Town Manager retires pursuant to a qualified retirement plan or is permanently disabled during the Term, the Town Manager shall be compensated for paid leave, holidays, and other benefits accrued or credited to the Town Manager and, at the Town Manager's option, shall be permitted to continue to participate in the Town's health insurance plan on the same basis as other retirees from the Town are permitted to do so, as may be amended from time to time, or, if such other retirees are not permitted to do so, at the cost of the Town Manager. W. Carroll- Town Manager Contract 3 4.4 In addition to TMRS, the Town shall contribute Ten Thousand dollars ($10,000.00) annually to a deferred compensation account for the Town Manager that is supported through ICMA. Section 5. Insurance 5.1 The Town Manager 1and his family (legally dependent children and spouse) shall be covered by the same health, dental, and vision plans as all other employees or such plans that are available through Town, as may be amended from time to time, and selected by the Town Manager. The coverage shall be in full force and effect the first day of the following month after the written request has been received, including no waiting period for pre-existing conditions. The Town further agrees to coordinate its insurance plan with the Town Manager's current insurance plan and coverage, with the intent that no exclusion, hiatus, or break in coverage in health or dental insurance coverage occurs. 5.2 The Town agrees to purchase and pay the required premiums of a life insurance policy for the Town Manager, equal to that provided to all other Town employees, as may be amended from time to time. Section 6. PTO Benefits Paid time off (PTO) of two hundred ninety-six (296) hours will be provided to the Town Manager annually. This is equivalent to five (5) weeks of vacation and twelve (12) days of sick leave. PTO accrual and balances will be determined by the maximum rate outlined in the Town's personnel policy, and will begin accruin'g upon commencement of the Agreement, which shall form part of the first years' allocation of two hundred and ninety-six (296) hours. PTO will accrue each pay period and roll over to future pay periods as outlined in the Town's personnel policy, as may be amended from time to time, and will begin accruing upon commencement of the Agreement. Section 7. Professional and Civic Development 7.1 The Council agrees to budget for and 1pay professional membership dues and subscriptions as necessary for the Town Manager's continuation and participation in national, state, regional, and local associations and organizations, including TCMA and all others as deemed appropriate and desirable for the good of the Town. Developing and maintaining professional association contacts and standing provide the Town access to valuable resources, and reasonable participation and related travel by the Town Manager serve as a benefit to the Town. W. Carroll- Town Manager Contract 4 7.2 The Council agrees to budget and pay local civic club membership dues for the Town Manager's participation in local community events and activities as deemed appropriate and desirable for the good of the Town. The Council dt,sires that the Town Manager develops and maintains local business association contacts, communication, and standing with such local clubs as a benefit to the Town. 7.3 The Council agrees to budget and pay for reasonable conferences and travel costs associated with approved professional and civic development as provided by the Town's personnel policy, including TML, TCMA, and others as deemed appropriate by the Town. Section 8. Residence Requirements 8.1 The Town Manager currently resides in Tarrant County and must maintain residence in either Denton or Tarrant County as long as this agreement is in force and effect. Section 9. Indemnification 9.1 To the fullest extent permitted by law, Town shall defend, save harmless and indemnify Town Manager against ar1y tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Town Manager's duties, and shall obtain and keep in full force and effect liability insurance, or risk pool coverage, including errors and omissions coverage on a "per occurrence" basis, in sufficient amounts to assure accomplishment of such hold harmless and indemnification; provided that this section shall not be construed as creating any right, cause of action, or claim of waiver or estoppel for or on behalf of any third party, nor shall it be construed as a waiver or modification of the availability of the defense of governmental immunity or any other legal defense available to either Town or the Town Manager as to any third party; and provided further that Town shall not indemnify and hold harmless the Town Manager from and with respect to any claim or liability of which the conduct of the Town Manager is found by the cou1rts to have been grossly negligent or intentional wrongful conduct, or constitute a willful or grossly negligent breach, disregard, or habitual neglect of any duty or obligation required to be performed by the Town Manager under this Agreement. The Town , in its sole and absolute discretion, may compromise and settle any such claim or suit and pay the amount of any settlement or judgment rendered thereon. This indemnification shall extend beyond and survive the termination of employment and the expiration of this Agreement, and Town Manager, as a condition precedent to the receipt of indemnification, shall cooperate with the Town and its' legal counsel in the defense of any related action, litigation, claim or proceeding. Section 10. Hours of Work W. Corroll- Town Manager Contract 5 10.1 The Town Manager acknowledges that it is the desire of the Council that he be available during regular business hours generally for the benefit of the Town and the citizens. Additionally, the Town Manager acknowledges that the proper performance of the Town Manager's duties will often require the performance of necessary services outside of normal business hours. The Town Manager agrees to devote such additional time as is necessary for the full and proper performance of the Town Manager's duties and that the compensation herein provided includes adequate compensation for the performance of all such services. I 10.2 The Town Manager shall be entitled legal holidays as outlined in the Town's personnel policy for all employees. 10.3 The Town Manager acknowledges that this is not a remote work or work-from-home position. It is the desire of our Council that the Town Manager be available in person generally for the benefit of the Town and the citizens. Section 11. Review of Performance 11.1 The Council shall review and evaluate the performance of the Town Manager at least once per fiscal year during the term of this Agreement. The format of said review and evaluation shall be per specific criteria developed by Council and may be added to or deleted from as Council may from time to time determine. Further, Council shall provide Town Manager with a summary written statement of the performance review and provide an adequate opportunity for Town Manager to discuss his evaluation with the Council. Failure of the Council to review and evaluate the performance of the Town Manager in any fiscal year shall not constitute a breach of this Agreement, and shall in no way be construed as a \(1/aiver of the Council's right to evaluate the performance of the Town Manager in accordance with the terms of this Agreement. 11.2 Annually, Council and Town Manager shall define such goals and performance objectives as deemed necessary, in writing, for the proper operation of the Town and in the attainment of the Town's policy objectives and comprehensive plan. Further, Council and Town Manager shall establish a relative priority among those goals and objectives reasonably attainable within the time limitations as specified and the annual operating and capital budgets and appropriations provided. 11.3 The Council reserves the right to engage the Town Manager in coaching sessions, including personal improvement plans, as deemed necessary. Section 12. Termination and Severance Pay 12.1 This Agreement may terminate immediately upon the occurrence of any of the following; (a)mutual agreement between the Council, contingent upon approval of a majority of the elected w. Carroll- Tawn Manager Contract ' 6 Council members and the Town Manager in writing and signed by the parties; (b) death of the Town Manager or permanent disability of the Town Manager or the inability to perform his duties due to sickness, accident, injury, mental incapacity or health beyond the time-period established by the Family Medical Leave Act; (c) termination of the Town Manager for Good Cause by a vote of a majority of the elected Council members; (d) adoption of a resolution declaring lack of confidence in the Town Manager by a vote of a majority of the elected Council members (which action shall be deemed a termination without Good Cause); or, (e) resignation of the Town Manager as defined in sectio'n 12.4 below; 12.2 In the event Town Manager is terminated by the Council without Good Cause during the term of this Agreement, the Council agrees to pay the Town Manager a lump sum cash payment equal to Twelve (12) months of current full salary and benefits or the remainder due under this Agreement, whichever is less, subject to TMRS deductions and tax withholdings required by law. Town shall pay amounts due under this section within thirty (30) business days after the termination event. All oth1er benefits are to be paid in accordance with the severance policy for all other town employees. 12.3 In the event Town Manager is terminated for Good Cause as defined in this Section 12.3, the Council shall have no obligation to pay severance pay as identified in Section 12.2. Good Cause shall be defined as (a) any willful or grossly negligent breach, disregard, or habitual neglect of any provision of this Agreement, or any willful or grossly negligent breach, disregard, or habitual neglect of any duty or obligation required to be performed by Town Manager under this Agreement, the ordinances of the Town, the laws of the United States, or State of Texas; (b) any misconduct of the Town Manager involving an act of criminal illegality, or habitual violations of the traffic laws, whether or not related to Town Manager's official duties; (c) any willful or grossly negligent misapplication or ri,isuse, direct or indirect, by Town Manager of public or other funds or other property, real, personal or mixed, owned by or entrusted to the Town, any agency or corporation thereof, or the Town Manager in his official capacity; or, (d) the failure of the Town Manager to achieve the goals and performance objectives agreed upon between the Council and Town Manager in Section 11.2 of this Agreement, having been given a reasonable opportunity to address and remedy any shortcomings as identified by the Council. 12.4 In the event the Town Manager terminates this Agreement by voluntary resignation from the position of Town Manager, except the context of a mutual agreement under section 12.l(a), the Town Manager shall give 30 days written notice in advance. PTO may not be used to fulfill this 30-day period. Section 13. Waiver of Right to Sue 13.1 Except for legal action to enforce the terms of this Agreement, the Town Manager waives any right to bring suit against the Town for any cause of action whatsoever as consideration for the severance agreement expressed herein. W. Carroll- Town Manager Contract 7 Section 14. Appropriations I 14.1 The Council has appropriated, set aside, and encumbered, and does hereby appropriate, set aside, and encumber, available and unappropriated funds of the Town in an amount sufficient to fund and pay all financial obligations of the Town pursuant to this Agreement, including, but not limited to, the severance pay, salary, and benefits set forth and described herein. Section 15. General Provisions 15.1 All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. 15.2 This Agreement shall be construed in accordance with, and governed by, the laws of the State of Texas. The venue shall lie exclusively in Tarrant County, Texas. 15.3 In the event any one or more of the sections, provisions, or clauses contained herein 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 provision of this Agreement, but this Agreement shall be construed as if the such invalid, illegal or unenforceable provision had not been contained herein. 15.4 This Agreement incorporates all the agreements, covenants, and understandings betVl(een the Town and the Town Manager concerning the subject matter hereof, and all such covenants, agreements and understandings have been merged into this written Agreement. No other prior agreements or understandings, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement. 15.4 This Agreement shall not be modified or amended except by a written instrument executed by the Town Manager and the duly authorized representative of the Council. 15.5 This Agreement has been negotiated and prepared by the parties and their respective legal counsel, and should any provision of this Agreement require judicial interpretation, the court interpreting or construing the provision shall not apply the rule of construction that the Agreement is to be construed more strictly against one party. PASSED AND APPROVED this 7th day of May 2025. Town of Westlake W.Carroll- Town Manager Contract 8 ---- ATTEST:4�� Dianna Buchanan, Town Secretary BY: Wade Carroll W. Carroll- Town Manager Contract 9