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HomeMy WebLinkAboutRes 01-13 Approving an Agreement with the Town of Trophy Club for Employee ServicesTOWN OF WESTLAKE RESOLUTION NO. 01-13 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, APPROVING AN INTERLOCAL AGREEMENT BETWEEN THE TOWN OF WESTLAKE AND THE TOWN OF TROPHY CLUB FOR EMPLOYEE SERVICES. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That the Board of Aldermen of the Town of Westlake does hereby approve the Interlocal Agreement with the Town of Trophy Club to furnish employee services attached at Exhibit A. SECTION 2: That this Resolution shall become effective upon the date of its passage. PASSED AND APPROVED ON THIS 12TH DAY OF MARCH, 2001. ATTEST: Scott Brad'l'ey, Mayor ing Crosswy, Town cretary Trent O. Petty, To ager APPROVED AS TO ;T INTERLOCAL AGREEMENT BETWEEN THE TOWN OF TROPHY CLUB AND THE TOWN OF WESTLAKE FOR EMPLOYEE SERVICES This Interlocal Agreement ("Agreement") is made this the 19th day of February, 2001, by and between the Town of Trophy Club, a general law municipal corporation located in Tarrant and Denton County, Texas ("Trophy Club") and the Town of Westlake, a general law municipal corporation located in Tarrant and Denton County, Texas ("Westlake"). WHEREAS, Westlake is in need of employee services normally provided by regular full-time employees of municipalities in the State of Texas; and WHEREAS, Westlake desires to employ the services of two employees and possibly, from time to time, additional municipal employees ("Employees") to perform the usual and customary duties as from time to time directed by the Westlake Town Manager or Board of Aldermen; and WHEREAS, the employment by Trophy Club of the Employees will allow for retirement and health benefits and, at the same time, reduce Westlake's costs of providing these benefits to the Employees; and WHEREAS, the employment by Trophy Club of the Employees to provide employee services to Westlake pursuant to the terms of this Agreement would facilitate Westlake acquiring and retaining quality municipal employees; and WHEREAS, Trophy Club has a direct interest in providing employee services to Westlake because of existing interlocal agreements between Westlake and Trophy Club which provide for the sharing of services, and because of the proximity of Trophy Club and Westlake; and WHEREAS, Texas Government Code, Chapter 791, authorizes municipalities to contract with one another for the performance of governmental functions and services under the terms of the Act; and WHEREAS, Trophy Club and Westlake desire to enter into this Agreement wherein Trophy Club will hire the Employees to provide employee services to Westlake pursuant to the terms of the Agreement; and WHEREAS, the parties agree that any and all payments made in connection with the governmental functions provided for by this Agreement shall be made from current revenues available to the paying parry and that the payments received are adequate and fairly compensate the parties for the services performed; and QATOWNSECTending Interlocal AgreementslWestlake employment contract021901.doc 1 WHEREAS, a valid governmental purpose is served by the use of employees provided for under this Agreement; and WHEREAS, it is deemed to be in the best interests of Westlake and Trophy Club to enter into this Agreement. NOW, THEREFORE, Westlake and Trophy Club, for the mutual consideration hereinafter stated, agree and understand as follows: SECTION I. INCORPORATION OF PREAMBLES All matters and recitations stated in the preamble of this Agreement are true and correct and are hereby incorporated by reference into the provisions of this Agreement for all purposes. SECTION II. BACKGROUND AND PURPOSE 2.1 Westlake and Trophy Club each perform certain governmental services or functions within their respective jurisdictions utilizing their own employees to perform those services and functions. Westlake and Trophy Club desire to enter into this Agreement to provide for the Employees to become employees of Trophy Club so that compensation, benefits, and personnel policies may be administered more efficiently, effectively, and economically. 2.2 As of the effective date of this Agreement, the Employees shall become employees of Trophy Club, with Trophy Club responsible on and after the effective date for all compensation and benefits for such Employee, provided, however that Westlake shall compensate Trophy Club in accordance with the terms of this agreement. As of the effective date of this Agreement, Employees shall be subject to the personnel policies of Trophy Club. 2.3 From time to time Westlake may request in writing that Trophy Club hire additional Employees in order to provide services to Westlake. Prior to making such request, Westlake shall have received Westlake Council approval and have available funds budgeted for such positions. Further, the Town Manager for Westlake may request in writing that Employees be terminated from employment based upon and consistent with Trophy Club personnel policies. All decisions to hire additional employees or to terminate existing employees shall be within the sole discretion of Trophy Club based upon its personnel policies and such other considerations deemed appropriate by Trophy Club. Consent by Trophy Club shall not be unreasonably withheld or delayed. Q:ITQWNSECTending Interlocal AgreementMestlake employment contract021901.doc 2 SECTION 111. EMPLOYMENT 3,1 Independent Contractor Relationship. This Agreement is intended to provide for the furnishing of employment services by Trophy Club as a contractor for Westlake. Both Westlake and Trophy Club covenant and agree that each is an independent contractor and not an officer, agent, servant or employee of the other; and that each shall be responsible for the acts and omissions of its respective officers, agents, employees, contractors, subcontractors and consultants; and that the doctrine of respondeat superior shall not apply as between the parties and their respective officers, agents, employees, contractors, subcontractors and consultants. Furthermore, the parties understand and agree that nothing herein shall be construed as creating a partnership or joint enterprise between Westlake and Trophy Club. 3.2 Governmental Authority. Nothing in this Agreement shall be interpreted as an abdication by either Trophy Club or Westlake of its governmental rights, powers, and duties with regard to services provided by Westlake. 3.3 Recommendations by Westlake. Westlake may make recommendations regarding the selection, compensation, benefits, job description, and discipline of the Employees performing services for Westlake. The final decision with regard to such request by Westlake shall be within the sole discretion of Trophy Club; provided however, that Trophy Club's decision shall be not unreasonably withheld or delayed. A decision by Trophy Club adverse to a recommendation by Westlake shall not affect Westlake's performance obligations under this Agreement. SECTION IV. LIABILITY AND INDEMNITY 4.1 Supervision of Employees. Westlake shall be responsible for the daily supervision of Employees while such Employees are providing services for Westlake. Westlake's actions and treatment of the Employees shall be in accordance with Trophy Club personnel policies. Trophy Club may elect to but shall have no obligation to exercise any control or supervision over the Employees relative to the performance of specific tasks for Westlake. 4.2 Hold Harmless. To the fullest extent allowed by law, Westlake shall save and hold Trophy Club harmless from any and all claims or causes of action (including attorneys' fees and costs associated with litigation) of any nature whatsoever, arising out of any act or omission of the Employees prior to or during the term of this Agreement or arising out of any claim by the Employees against Trophy Club or Westlake. Westlake shall maintain insurance coverage sufficient to cover any and all such claims referenced herein which result from, arise out of, or are related to the acts and omissions of the Employees; or alternatively, if insurance coverage is not provided by Westlake, Westlake shall reimburse Trophy Club for the costs QATOWNSECTending Interlocal AgreementMestlake employment contract021901.doc 3 of obtaining and maintaining such insurance coverage upon request by Trophy Club. 4.3 Survival of Hold Harmless Clause. The obligation of Westlake to hold harmless Trophy Club as set out in paragraph 4.2 hereof shall survive the termination of the employment of the Employees and the termination of this Agreement. SECTION V. WESTLAKE'S REIMBURSEMENT TO TROPHY CLUB 5.1 Compensation. Westlake shall pay all costs associated with the employment of the Employees by Trophy Club, including, without limitation, all compensation, retirement benefits, insurance benefits, vacation benefits, sick leave, costs of liability insurance for the protection of Trophy Club, auto allowances, and all other costs associated with the employment of the Employees or the administration of this Agreement by Trophy Club (hereinafter referred to collectively as "Reimbursement Payments"). 5.2 Reimbursement Payments. Westlake shall mare Reimbursement Payments to Trophy Club upon demand by Trophy Club, but in no event less than one time per month. 5.3 Current Revenues. All payments made by Westlake and Trophy Club hereunder for the performance of the governmental functions and services referred herein shall be paid from current revenues legally available to the respective party. SECTION VI. EMPLOYEES NOT THIRD PARTY BENEFICIARIES This Agreement is entered into solely for the benefit of Westlake and Trophy Club. The parties hereby expressly declare that it is not their intent to benefit the Employees in entering into this Agreement and that the Employees shall not be considered a third -party beneficiary of either the obligations of Westlake or Trophy Club in this Agreement. Nothing contained in this Agreement shall create a contract of employment between the Employees and Westlake or Trophy Club. Further this agreement shall not alter the at - will status of the Employees. SECTION VII. MISCELLANEOUS PROVISIONS 7.1 Term. Pursuant to Chapter 791 of the Texas Government Code, the initial term of this Agreement shall be for a period not to exceed one (1) year, commencing from the effective date hereof and shall renew automatically each year for a total of ten (10) years unless terminated earlier in accordance with the terms of this Agreement. Q:ITQWNSECTending Interlocal AgreementslWestlalce employment contract021901.doc 4 7.2 Entire Agreement. This Agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter hereof. 7.3 Assignment 1 Modification. This Agreement shall be binding upon and inure to the benefit of the parties hereto. This Agreement may not be assigned without the written consent of both parties. No amendment, modification, or alteration of the terms hereof shall be binding unless it shall be in writing, dated subsequent to the date hereof and duly executed by the parties. 7.4 Multiple Copies. This Agreement may be executed concurrently in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7.5 Severability. If one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 7.6 Venue. The obligations and undertaking of each of the parties of this Agreement are and shall be performable in Denton County, Texas. 7.7 Notice of Termination. Either party may terminate this Agreement at any time upon six (6) months notice to the other party. Provided however, that Westlake's failure to timely remit Repayment Payments shall be cause for termination by Trophy Club upon thirty (30) days written notice. It is further provided that if after receiving notice of breach for nonpayment, Westlake cures the default within fifteen (15) days from the date of the written notice, then the Agreement shall remain in effect until otherwise terminated as provided herein. 7.8 Authority. Each party hereto warrants that it has received authority from its governing body to enter into this Agreement. This Agreement is signed by the parties in multiple counterparts. This Agreement is dated and shall be effective for all purposes as of March 1, 2001. TOWN OF WESTLAKE By: Scott Bradley, Mayor Q:ITOWNSMInterlocal Agreements\Westlake employment contract021901.doc 5 ATTEST: din& Crosswy, Town S retary '©/ ATTEST: Diane Cockredl, Town Secretary TOWN OF TROPHY CLUB By: Marshall Engelbeck, Mayor the Town of Westlake Patricia A. Adams, Town Attorney for The Town of Trophy Club Q:ITOWNSECTending Interlocal tAreementMestlalce employment contract021901.doc 6