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Res 14-34 Renewing the Employment Agreement for the Town Manager TOWN OF WESTLAKE RESOLUTION NO. 14-3 A RESOLUTION OF THE TOWN COUNCIL OFT E TOWN OF WESTLAKE, TEXAS, RENEWING AN EMPLOYMENT AGREEMENT WITH THOMAS E. BRYMER, AS TOWN MANAGER OF THE TOWN OF WESTLAKE AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT. WHEREAS, the citizens of Westlake, Texas, held a special election on May 1, 1999 to determine whether the municipality shall adopt the city manager form of government; and WHEREAS, the results of the special election held on May 1, 1999, were 61 votes for and 8 votes against adopting the city manger form of government; and WHEREAS, the Town Council approved an employment agreement with Thomas E. Brymer as the Town Manager on April 14, 2008; and WHEREAS, the position of the Town Manager is outlined in the Code of Ordinance; and WHEREAS, the Town Council desires to renew an Employment Agreement with Thomas E. Brymer as the Town Manager of the Town of Westlake. WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: The Town Council of the Town of Westlake, Texas, does hereby renew an employment agreement with Thomas E. Brymer, attached as Exhibit "A". providing for his services as Town Manager for the Town. SECTION 3e If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 14-34 Page 1 of 2 SECTION 4e That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 6'h DAY OF OCTOBER 2014. ATTEST: . La a L. Wheat, Mayor n{ KeO Edwai6, Town Secretary Thomas E. B r, Twn Manager APPROVED AS TO FORM: �� L. Ston Lovy, Town Attorney t Resolution 14-34 Page 2 of 2 Employment Agreement This Agreement, rn8d0 and entered into this 0"' day 0fOctober, 2014. by and between the TOvvD of Westlake, 8 municipal COrpOrRUOn` (hereinafter C3||ed "Employer") and Th0008S E. B[y[De[. (hereinafter called "Employee") an individual who has the SdVC@bOn, training and experience in |OC8| government management to qualify him as 8 TOvvD M8OGg8r. and who, as a CnadeOtie|8d member of |CyWA, is subject to the |CK8A Code of Ethics, provides 8Sfollows: WITNESSETH: WHEREAS, the Employer desires to employ the services of Thomas E. Brymer as Town Manager ofthe Town ofWestlake; and WHEREAS, the Employer desires tOemploy the services OfThomas E. Brymer@S Superintendent 0fWestlake Academy; and WHEREAS, it is the desire of the Employer to provide certain benefits, establish conditions Ofemployment and set working conditions ofEmployee; and WHEREAS, it is the desire of the Employer to (1) attract, secure, and retain the services Of Employee and to provide inducement for him to ne[D8iD in such 8nop|0yOl8Dt. /2\ &3 nnRk8 possible full work productivity byassuring Employee's morale and peace 0fmind with respect hJfuture security, and /3\t0act 8S8deterrent against malfeasance O[dishonesty Or perSOD8| gain OO the part ofthe Employee; and WHEREAS, Employee desires t0accept employment 8sTown Manager Ofthe Town ofWestlake, Texas; and Superintendent OfWestlake Academy; and NOW, THEREFORE, in consideration of the mutual COv8n8niS herein contained, the parties agree 8Sfollows: Section 1: Term A. This agreement shall remain infull force in effect from October 6, 2014 until terminated by the Employer 0rEmployee 88provided iOSection 9, 10Or11 0ythis Agreement. Section 2: Duties and Authority Employer agrees to employ Thomas E. BryDle[0o perform the fUO{tiOOG and duties Of TOvvD Manager/Superintendent, and to perform other legally permissible and proper duties and functions 3Sset out bvTown OfWestlake Ordinance including: A. Employ, on behalf of the Town, all employees of the Town, except for those directly appointed bythe Town Council. B. Direct, assign, reassign, and 8v3|U81e all of the S0p|Oye8S of the TQvvO. C. C}rQ8Diz8. reorganize, and 8Fn3Dge the staff ofthe Town. Resolution 14-34 Page of D. Develop and establish internal regulations, rules, and procedures deemed necessary for the efficient and effective operation of the Town of Westlake and Westlake Academy. E. Accept all resignations of employees of the Town, except for the Town Manager/Superintendent position, which must be accepted by the Town Council, and those positions appointed by the Town Council. Further, except to the extent prohibited by or in material conflict with applicable laws and authorities, Employee shall attend, and shall be permitted to attend, all meetings of the Town Council and the Board of Trustees, both public and closed, with the exception of those closed (executive session) meetings devoted to the consideration of any action or lack of action on this Agreement, or any amendment thereto, the Employee's evaluation, or for purposes of resolving conflicts between individual Town Council members. Section : Compensation A. Base Salary: Employer agrees to pay Employee an annual base salary of$176,715, effective April 1, 2014 payable in equal bi-weekly installments in accordance with the Town of Westlake payroll calendar. B. This agreement shall be automatically amended to reflect any salary adjustments that are provided or required by the Employer's compensation policies. C. Consideration shall be given on an annual basis by the Town Council to increase compensation based on performance and/or increases in the compensation market for Employee's position, adjustments to which may be considered necessary by the Town Council to remain market competitive for this position. Section 4: Health, Disability, and Life Insurance Benefits A. Health Insurance: Upon the Employee commencing employment, Employer agrees to provide and to pay the premiums for health, hospitalization, surgical, vision, dental and comprehensive medical insurance for the Employee and his dependents that is, as a minimum, equal to that which is provided to all other employees of the Town of Westlake. B. Life insurance: Upon the Employee commencing employment, the Employer agrees to provide and pay the premiums for term life insurance for the Employee equal to one (1) times annual salary. The Employee shall name the beneficiary of this life insurance policy and the policy will be portable, that is, the Employee will be able to convert this policy to his personal life insurance policy at his cost and his election should his employment terminate. C. Disability Insurance: Employer agrees to make required premium payments for Accidental Death & Dismemberment(AD&D)and Long-Term Disability (LTD) coverage for the Employee, under the same terms and conditions provided for other employees and in accordance with Town policy. Section : Vacation and Sick Leave The Employee shall commence employment with ten (10) days of vacation and ten (10) days of sick leave available for use, provided that this vacation and sick leave accrual shall be considered a portion of Employee's 2008 accruals, and shall not be in excess of his 2008 Resolution 14-34 Page 2 of 8 accruals. Further, following commencement of employment, the Employee shall begin to accrue sick and vacation leave in accordance with the Town of Westlake's employee policies, but using an adjusted seniority date of the date Employee originally began his career in municipal government with the accrual not being less than four (4) weeks per year of sick leave and four (4) weeks per year of vacation. All accrued, unused vacation and sick leave of the Employee shall carry over from year-to-year during the term of this Agreement only to the extent that Town policies allow carryover for all other employees. Upon voluntary resignation under Section 11 of this Agreement, the Employee shall receive payment for all earned, unused vacation in accordance with Town policy. Section 6: Monthly Vehicle Allowance The Employer agrees to pay to the Employee, during the term of this Agreement and in addition to other salary and benefits herein provided, the sum of$800 per month as a vehicle allowance to be used to purchase, lease, or own, operate and maintain a vehicle. The Employee shall be responsible for paying the premiums for liability, property damage, and comprehensive insurance coverage upon such vehicle and shall further be responsible for all expenses attendant to the purchase, operation, maintenance, repair, and regular replacement of the vehicle. The vehicle allowance shall be adjusted annually, subject to the approval of the Town Council, using the Consumer Price Index or another mutually agreed upon metric that gauges increases in vehicle operating costs. This consideration will be made by the Town Council when they annually review the Employee's base compensation. The Employer shall reimburse the Employee at the IRS standard mileage rate for any business use of the vehicle beyond the greater DFW area. For purposes of this Section, use of the car within the greater DFW area is defined as travel to locations within a 50 mile radius of Westlake. Section 7: Retirement Employer agrees to enroll the Employee into the Texas Municipal Retirement System and to make all the appropriate employer and employee contributions on the Employee's behalf. Employer agrees to maintain all necessary agreements provided by ICMA Retirement Corporation (ICMA-RC), or execute all necessary agreements to any other Section 457 deferred compensation plan agreeable to the Employee, for the Employee's continued participation in a deferred compensation plan. Employer also agrees to contribute annually the Employee's contribution to the deferred compensation plan at the maximum annual rate allowed by the Internal Revenue Service. Section : General Business Expenses A. Employer agrees to budget for and to pay for professional dues and subscriptions of the Employee necessary for continuation and full participation in national, regional, state, and local associations, and organizations necessary and desirable for the Employee's continued professional participation, growth, and advancement for the good of the Employer. B. Employer agrees to budget and to pay for travel and subsistence expenses of Employee for professional and official travel, and meetings. C. Employer agrees to adequately continue the professional development of Employee, as well as pay for costs associated with maintaining ICMA credential(s), pursuits of necessary official functions for Employer, including, but not limited to, the ICMA Annual Resolution 14-34 Page 3 of 8 Conference, the state league of municipalities, and such other national, regional, state, and local governmental groups and COrnnnbtees in which Employee serves 8G8 Dl8[Db8[ Said expenses shall include uptO8maximum Of$5.00Oper year for spousal registration and travel expenses kJaccompany the Employee 0Jthe annual Texas City Management Association conference and the annual International City Management Association conference. D. Employer also agrees tObudget for and b} pay for travel and subsistence expenses of Employee for short courses, institutes, and seminars that are necessary for the Employee's professional development and for the good Ofthe Employer. E. Employer recognizes that certain non-personal and job-related D3tUPe incurred by Employee will bereimbursed orpaid for directly hvthe Employer. The Finance Director is authorized to disburse such payment upon receipt of duly executed expense or petty cash vouchers, receipts, statements O[personal affidavits. F. The Employer acknowledges the value of having Employee participate and be directly involved in |oC@| dv(C clubs or organizations. Accordingly, Employer shall pay for the reasonable membership fees and/or dues 0] enable the Employee hJbecome 8Dactive DleOlbe[ in iOCo| civic dUbS or organizations. G. The Employer will continue to provide the Employee with any necessary computer equipment and software, cell phone service, and mobile telephone email service for his professional use. Section 9: Termination For the purpose ofthis agreement, termination shall occur when: A. The majority ofthegovenningbodyvOte8k] tenniO8teth8ErDp|Oy883t8dU|y8uthOriz8d public meeting. B. |fthe Employer reduces the base salary, compensation O[any other financial benefit Of the Employee in an amount or proportion greater than across the board reductions implemented for all other Town 80p|Oye8S. this 8CiiOn shall constitute @ breach of this agreement and will beregarded 8S8termination. C. |fthe Employee resigns following @Ooffer b} accept resignation, whether formal Or informal, by the Employer as representative of the majority of the governing body that the Ennp|Dy89 resign, Employee may deC|@nS @ 03rmiR8bOD as of the date of the suggestion. D. Breech of contract by the Employer and the failure to cure the default within 30 days after receipt of written notice from Employee (or within a reasonable time thereafter if the default is incapable of being cured within 30 days). Notice of a breach of contract shall beprovided inaccordance with the provisions VfSection 20. Section 10: Severance Severance shall be paid to the Employee when employment is terminated as defined in Section S. |fthe Employee iSterminated, the Employer shall provide, @GOfthe date Oftermination, 8 minimum severance payment tothe Employee equal tOone (1)year Ofannual salary (12 months) @tthe current rate 0fpay and one (1)year(12months) Ofthe benefit package described iDSection 5. Section 0. Section 7. and Section 8C ofthis agreement. Said payment Resolution 14-34 Page 4of8 may b0made @tregular periods 8Sset for all Town DfWestlake employees OriOlump sum with said election Ofpayment method being @tthe sole discretion 0fthe Employee. If the Employee is terminated because of a conviction of a felony, then the Employer is not obligated h3pay severance under this section. Section 11: Resignation In the event that the Employee voluntarily resigns his/her position with the Employer, the Employee shall provide a minimum of 30 to 60 days notice un|8GS the parties agree otherwise. Section 12: Performance Evaluation Employer shall annually review in writing the pGrfO[Ol8O08 of the EDlp|Oy88 8DOu8||y in October, and subsequent performance evaluations conducted every twelve (12) months thereafter, subject to a process, evaluation form/instrument, criteria, and format for the evaluation which Sh@|| be mutually agreed upon by the Employer and Employee. The oDOUa| evaluation process, 8t8minimum, shall include the opportunity for both parties to: /1\conduct 8 formulary session where the Town Council and the Employee meet first k} discuss goals and objectives of both the past twelve (12) month performance period as well as the upcoming twelve (12) [DODth perfOrO08OC8 p8hOd' (2)following that formulary discussion, prepare @vvhtteD evaluation 0fgoals and objectives for the past and upcoming year, (3) next meet and discuss the written 8v8|u8tiOD of these goals and objectives, and (4) present written summary of the evaluation results iOthe Employee. The final written evaluation should be completed and delivered to the Employee within 30 days of the initial formulary evaluation meeting. Unless the Employee expressly pBqu8StS otherwise in vvhbOg, except to the extent prohibited by or in material conflict with applicable |8vvG and authorities, the evaluation of the Employee shall at all times be conducted in closed (executive)8eS8iOD of the Town Council and Sh3|| be COOSid8Fed confidential to the nn@xiOlUDl and fU|| extent permitted by |@vv. Nothing herein Sh8|| prohibit the Town Council or the Employee from sharing the content Ofthe Employee's Hv8|u8UOO with their respective |Rg3| COuOSe|. In the event that the TOvvD Council and the Employee determine that the evaluation form/instrument, fOnDJt' and/or process are to be DlOdU(3d by the TOvvO C0UDCi|. and the modifications would require new ordifferent p8rf00n8OC8 8xp8[t3UOO8, then the E0p|Oy88 Sh8|| be provided @ reaSODGb|8 period of time to d80ODStr8t8 the expected p8rfOrD8DC8 b8f0[8 being evaluated. Section 13: Hours of Work It is recognized that the Employee DlUSt devote 8 great deal of time outside the normal office hOV[S OD business for the Employer, and to that end Employee 3h3|| be 8||Dvved to establish an appropriate work schedule. Section 14: Outside Activities The employment provided for bythis Agreement shall be the Employee's SQ|G eDlp}Uy08Dt. Resolution 14-34 Page 5of8 Recognizing that certain outside consulting or teaching opportunities provide indirect benefits to the Employer and the community, the Employee may elect to accept limited teaching, consulting or other business opportunities provided that the arrangements do not interfere with nor constitute a conflict of interest with his responsibilities under this Agreement. Employee's acceptance of outside activities will require prior notice to the Mayor and the governing body. Section 15: Residency Requirements Employee agrees to maintain residence within ten miles of the corporate boundaries of the Town of Westlake. Section 16: Indemnification Beyond that required under Federal, State or Local Law, Employer shall defend, save harmless and indemnify Employee against any 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 Employee's duties as Town Manager/Superintendent or resulting from the exercise of judgment or discretion in connection with the performance of program duties or responsibilities, unless the act or omission involved willful or wanton conduct. The Employee may request and the Employer shall not unreasonably refuse to provide independent legal representation at Employer's expense and Employer may not unreasonably withhold approval. Legal representation, provided by Employer for Employee, shall extend until a final determination of the legal action including any appeals brought by either party. The Employer shall indemnify employee against any and all losses, damages, judgments, interest, settlements, fines, court costs and other reasonable costs and expenses of legal proceedings including attorneys fees, and any other liabilities incurred by, imposed upon, or suffered by such Employee in connection with or resulting from any claim, action, suit, or proceeding, actual or threatened, arising out of or in connection with the performance of his or her duties. Any settlement of any claim must be made with prior approval of the Employer in order for indemnification, as provided in this Section, to be available. Employee recognizes that Employer shall have the right to compromise and settle any claim or suit, and unless Employee is a party to the suit or the suit is personal to Employee, Employee shall not have veto authority over the settlement. Further, Employer agrees to pay all reasonable litigation expenses of Employee throughout the pendency of any litigation to which the Employee is a party, witness, or advisor to the Employer. These expense payments shall continue beyond Employee's service to the Employer as long as the litigation is pending. Further, in the event that Employee is no longer an employee of the Town when litigation related services are required, Employer agrees to pay Employee reasonable consulting fees and travel expenses when Employee serves as a witness, advisor or consultant to Employer regarding pending litigation. Section 17: Bonding and Liability Insurance Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law or ordinance. Further, Employer shall also bear the cost of professional liability and Resolution 14-34 Page 6 of 8 errors and omissions insurance for the Employee in the conduct of his official duties of Town Manager/Superintendent for the Town of Westlake. Section 1 : Other Terms and Conditions of Employment The Employer, only upon agreement with Employee, shall fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of the Employee, provided the terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement or any other law. Section 1 : Notices Notice under this Agreement shall be given by depositing the notice in the custody of the United States Postal Service, postage prepaid, addressed as follows: EMPLOYER: Mayor, Town of Westlake, Suite 202, 3 Village Circle Westlake, Texas 76262. EMPLOYEE: Thomas E. Brymer, at his last known residence address. Alternatively, notice required pursuant to this Agreement may be personally served in the same manner as is applicable to civil judicial practice. Notice shall be deemed given as of the date of personal service or as the date of deposit of the written notice in the course of transmission in the United States Postal Service. Section 20: General Provisions A. Integration: This Agreement sets forth the entire understanding between the Employer and the Employee relating to the employment of the Employee by the Employer: Any prior discussions or representations by or between the parties are merged into and rendered null and void by this Agreement. The parties by mutual written agreement may amend any provision of this agreement during the life of the agreement. These amendments shall be incorporated and made a part of this agreement. B. Binding Effect: This Agreement shall be binding on the Employer and the Employee as well as their heirs, assigns, executors, personal representatives and successors in interest. C. Effective Date: This Agreement shall become effective on "October 6, D. Severability: The invalidity or partial invalidity of any portion of this Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the remaining provisions shall be deemed to be in full force and effect as if they have been executed by both parties subsequent to the expungement or judicial modification of the invalid provision. Resolution 14-34 Page 7 of 8 IN WITNESS WHEREOF, the Westlake Town Council has caused this agreement to be signed and executed in its behalf by its Mayor, and duly attested to by its Town Secretary, and the Employee has signed and executed this agreement, both in duplicate, the day and year first above written. ATTEST: 7 Laura Wheat, Mayor Thomas E. ryi r: