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Res 18-48 Approving an Employment Agreement with Amanda DeGan TOWN OF WESTLAKE RESOLUTION NO. 18-48 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING AN EMPLOYMENT AGREEMENT WITH AMANDA DEGAN, 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 position of Town Manager is outlined in Chapter 2 of the Code of Ordinances; and WHEREAS, the Town Council approved an employment agreement with Mrs. Amanda DeGan as the Town Manager on November 26, 2018; and WHEREAS, Mrs. DeGan will begin serving in the position of the Town Manager on February 1, 2019; and 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 approve an employment agreement with Amanda DeGan, attached as Exhibit "A", providing for her services as Town Manager for the Town. SECTION 3: 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 18-48 Page 1 of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 26th DAY OF NOVEMBER 2018. ATTEST: V2.v�c,�� lac , i� Laura L. Wheat, Mayor I Kell Ed :n t i s, Town Secretary Thomas E. Brymer, .o n Manager APPROVED AS TO RM: ,�06 W EST tiO •• Afil/Af Z: L. anton L• .•' ri o . 'Attorney '=. 5 ,, Resolution 18-48 Page 2 of 2 Employment Agreement This Agreement, made and entered into this 15t day of February, 2019 by and between the Town of Westlake, a municipal corporation, (hereinafter called the "Town" or "the municipality") and Amanda DeGan, (hereinafter called the "Manager" which refers both to the role of Town Manager and Superintendent of Westlake Academy, the Town's charter school) an individual who has the education,training and experience in local government management to qualify her as a Town Manager/Superintendent, and who, as a credentialed member of ICMA, is subject to the ICMA Code of Ethics, provides as follows: WITNESSETH: WHEREAS, the Town desires to employ the services of Amanda DeGan as Town Manager/Superintendent of Westlake Academy for the Town of Westlake; and WHEREAS, it is the desire of the Town to provide certain benefits, establish conditions of employment and set working conditions of the Manager; and WHEREAS, it is the desire of the Town to (1) attract, secure, and retain the services of the Manager and to provide inducement for her to remain in such employment, (2)to make possible full work productivity by assuring her morale and peace of mind with respect to future security, and (3) to act as a deterrent against malfeasance or dishonesty or personal gain on the part of the Manager; and WHEREAS, the Manager desires to accept employment as Town Manager of the Town of Westlake, Texas; and Superintendent of Westlake Academy; and NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: Section 1:Term A. This agreement shall remain in full force in effect from February 1, 2019 until terminated by the Town or the Manager as provided in Section 9, 10 or 11 of this Agreement. Section 2: Duties and Authority The Town agrees to employ Amanda DeGan as the chief executive officer of the municipality to perform the functions and duties of Town Manager/Superintendent, and to perform other legally permissible and proper duties and functions as set out by Town of Westlake Ordinance including: A. Employ, on behalf of the Town, all employees of the Town (both municipal and academic employees working at Westlake Academy), except for those directly appointed by the Town Council. Under the terms of this Agreement, Town Council appointees means the Municipal Judge, Town Attorney, and the Town's auditor. B. Direct, assign, reassign, and evaluate all the employees (both municipal and academic) of the Town. Resolution 18-48 Page 1 of 8 c. Organize, reorganize, and arrange the staff teams (both municipal and academic)of the Town. 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 the 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,the Manager 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 Manager's evaluation, or for purposes of resolving conflicts between individual Town Council members. The Manager cannot be reassigned from the position of Town Manager/Superintendent to another position without the Manager's prior written agreement. Section 3: Compensation A. Base Salary: The Town agrees to pay the Manager an annual base salary of$183,500 effective February 1, 2019 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 Town'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 the Manager's position, adjustments to which may be considered necessary by the Town Council to remain competitive based on the market for this position. Section 4: Health, Disability, and Life Insurance Benefits A. Health Insurance: Upon the Manager commencing employment, the Town agrees to provide and to pay the premiums for health, hospitalization, surgical, vision, dental and comprehensive medical insurance for the Manager and her dependents. B. Life Insurance: Upon the Manager commencing employment, the Town agrees to provide and pay the premiums for term life insurance for the Manager equal to one (1) times her annual salary. The Manager shall name the beneficiary of this life insurance policy and the policy will be portable, that is, the Manager will be able to convert this policy to her personal life insurance policy at her cost election should her employment terminate voluntarily or involuntarily. c. Disability Insurance: The Town agrees to make required premium payments for Accidental Death & Dismemberment (AD&D) and Long-Term Disability (LTD) coverage for the Manager, under the same terms and conditions provided for other employees and in accordance with Town policy. Resolution 18-48 Page 2 of 8 Section 5: Vacation and Sick Leave The Manager shall commence employment with twenty-five (25) days of vacation and twenty- five (25) days of sick leave available for use. All accrued, unused vacation and sick leave of the Manager 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 Manager shall receive payment for all earned, unused vacation in accordance with Town policy. Section 6: Monthly Vehicle Allowance The Town agrees to pay to the Manager, during the term of this Agreement and in addition to other salary and benefits herein provided,the sum of$6,000 per fiscal year as a vehicle allowance to be used to purchase, lease, or own, operate and maintain a vehicle. The Manager 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 relative 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 Manager's base compensation. The Town shall reimburse the Manager 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 The Town agrees to enroll the Manager in the Texas Municipal Retirement System (TMRS). The Town agrees to maintain all necessary agreements provided by the ICMA Retirement Corporation (ICMA-RC), or execute all necessary agreements to any other Section 457 deferred compensation plan agreeable to the Manager, for the Manager's continued participation in a deferred compensation plan. Section 8: General Business Expenses A. The Town agrees to budget and pay for professional dues and subscriptions of the Manager as necessary for continuation and full participation in national, regional, state, and local associations, and organizations for the Manager's continued professional participation, growth, and advancement for the good of the Town. B. The Town agrees to budget and to pay for travel and subsistence expenses of the Manager for professional and official travel, and meetings. C. The Town agrees to adequately continue the professional development of the Manager, as well as pay for costs associated with maintaining any ICMA credential(s), pursuits of necessary official functions for the Town, including, but not limited to, the International City/County Managers Annual (ICMA) Conference, the state league of municipalities, and such other national, regional, state, and local governmental groups and committees in which the Manager serves as a member. Said expenses shall include a maximum of Resolution 18-48 Page 3 of 8 $5,000 per year for spousal events registration and travel expenses to accompany the Manager to conferences and events covered under this section. D. The Town also agrees to budget and pay for travel and subsistence expenses of the Manager for short courses, institutes, and seminars that are necessary for the Manager's professional development and for the good of the Town. E. The Town recognizes that certain non-personal and job-related expenditures incurred by the Manager will be reimbursed or paid for directly by the Town.The Finance Director is authorized to disburse such payment upon receipt of duly executed expense or petty cash vouchers, receipts, statements or personal affidavits. F. The Town acknowledges the value of having the Manager participate and be directly involved in local civic clubs or organizations. Accordingly,the Town shall budget and pay for the reasonable membership fees and/or dues to enable the Manager to become an active member in local civic clubs or organizations. G. The Town will provide the Manager with any necessary computer equipment and software, cell phone service, and mobile telephone email service for her professional use. Section 9:Termination For the purpose of this agreement,termination shall occur when: A. The majority of the governing body votes to terminate the Manager at a duly authorized public meeting. B. If the Town reduces the base salary, compensation or any other financial benefit of the Manager in an amount or proportion greater than across the board reductions implemented for all other Town employees, this action shall constitute a breach of this agreement and will be regarded as a termination. C. If the Mayor acting on behalf the majority of the Town Council offers to accept the Manager's resignation, the Manager may accept such offer and her subsequent resignation shall be treated as a termination, as per Section 10 of this agreement. D. Breach of contract by the Town and the failure to cure the default within 30 days after receipt of written notice from the Manager(or within a reasonable time thereafter if the default is incapable of being cured within 30 days). Notice of a breach of contract shall be provided in accordance with the provisions of Section 20. Section 10: Severance Severance shall be paid to the Manager when employment is terminated as defined in Section 9. A. If the Manager is terminated, the Town shall provide, as of the date of termination, a minimum severance payment to the Manager equal to one (1) year of annual salary (12 months) at the current rate of pay and one (1) year (12 months) of the benefit package described in Section 4, Section 5, Section 6, Section 7, and Section 8C of this agreement. B. Said payment may be made at regular periods as set for all Town of Westlake employees or in lump sum with said election of payment method being at the sole discretion of the Manager. Resolution 18-48 Page 4 of 8 If the Manager is terminated because of a conviction of a felony, then the Town is not obligated to pay severance under this section. Section 11: Resignation In the event that the Manager voluntarily resigns her position with the Town, the Manager shall provide a minimum of 30 to 60 days' notice unless the parties agree otherwise. Section 12: Performance Evaluation Upon commencement of this agreement, the Town shall conduct an initial six (6) month evaluation of the Manager and provide feedback regarding the direction and progress of the organization. Thereafter, the Town shall annually review in writing the performance of the Manager in October, and subsequent performance evaluations shall be conducted every twelve (12) months thereafter, subject to a process, evaluation form/instrument, criteria, and format for the evaluation which shall be mutually agreed upon by the Town and the Manager. The annual evaluation process, at a minimum, shall include the opportunity for both parties to: (1 ) conduct a formulary session where the Town Council and the Manager meet first to discuss goals and objectives of both the past twelve (12) month performance period as well as the upcoming twelve (12) month performance period, and (2) following that formulary discussion, prepare a written evaluation of goals and objectives for the past and upcoming year, and (3) meet and discuss the written evaluation of these goals and objectives, and (4) present a written summary of the evaluation results to the Manager.The final written evaluation should be completed and delivered to the Manager within 30 days of the initial formulary evaluation meeting. Unless the Manager expressly requests otherwise in writing, except to the extent prohibited by or in material conflict with applicable laws and authorities, any evaluation of the Manager shall at all times be conducted in closed (executive) session of the Town Council and shall be considered confidential to the maximum and full extent permitted by law. Nothing herein shall prohibit the Town Council or the Manager from sharing the content of the Manager's evaluation with their respective legal counsel. In the event that the Town Council and the Manager determine that the evaluation form/instrument, format, and/or process are to be modified by the Town Council, and the modifications would require new or different performance expectations,then the Manager shall be provided a reasonable period of time to demonstrate the expected performance before being evaluated. Resolution 18-48 Page 5 of 8 Section 13: Hours of Work It is recognized that the Manager must devote a great deal of time outside the normal office hours on business for the Town, and to that end The Manager shall be allowed to establish an appropriate work schedule. Section 14: Outside Activities The employment provided by this Agreement shall be the Manager's sole employment. Recognizing that certain outside consulting or teaching opportunities provide indirect benefits to the Town and the community, the Manager 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 her responsibilities under this Agreement. The Manager's acceptance of outside activities will require prior notice to the Mayor and the governing body. Section 15: Indemnification Beyond that required under Federal, State or Local Law, The Town shall defend, save harmless and indemnify the Manager 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 the Manager'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 Manager may request, and the Town shall not unreasonably refuse,to provide independent legal representation at the Town's expense and the Town may not unreasonably withhold approval. Legal representation, provided by the Town for the Manager, shall extend until a final determination of the legal action including any appeals brought by either party. The Town shall indemnify the Manager against any and all losses, damages, judgments, interest, settlements, fines, court costs and other reasonable costs and expenses of legal proceedings including attorney's fees, and any other liabilities incurred by, imposed upon, or suffered by the Manager 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 her duties. Any settlement of any claim must be made with prior approval of the Town in order for indemnification, as provided in this Section, to be available. The Manager recognizes that the Town shall have the right to compromise and settle any claim or suit, and unless the Manager is a party to the suit or the suit is personal to the Manager, said Manager shall not have veto authority over the settlement. Further, the Town agrees to pay all reasonable litigation expenses of the Manager throughout the pendency of any litigation to which the Manager is a party, witness, or advisor to the Town. These expense payments shall continue beyond the Manager's service to the Town as long as the litigation is pending. Further, in the event that the Manager is no longer an employee of the Town when litigation related services are required,the Town agrees to pay the Manager reasonable consulting fees and travel expenses when the Manager serves as a witness, advisor or consultant to the Town regarding pending litigation. Resolution 18-48 Page 6 of 8 Section 17: Bonding and Liability Insurance The Town shall bear the full cost of any fidelity or other bonds required of the Manager under any law or ordinance. Further,the Town shall also bear the cost of professional liability and errors and omissions insurance for the Manager in the conduct of her official duties of Town Manager/Superintendent for the Town of Westlake. Section 18: Other Terms and Conditions of Employment The Town, only upon agreement with the Manager, shall fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of the Manager, provided the terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement or any other law. Section 19: Notices Notice under this Agreement shall be given by depositing the notice in the custody of the United States Postal Service, postage prepaid, return receipt requested, addressed as follows: THE TOWN: Mayor,Town of Westlake, 1500 Solana Blvd, Bldg. 7,Suite 7200,Westlake, Texas 76262. THE MANAGER: Amanda DeGan, at her 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 Town and the Manager relating to the employment of the Manager by the Town: 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 Town and the Manager as well as their heirs, assigns, executors, personal representatives and successors. C. Effective Date: This Agreement shall become effective on February 1, 2019 �. 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 18-48 Page 7 of 8 IN WITNESS WHEREOF,the Westlake Town Council has caused this agreement to be signed and executed on its behalf by its Mayor, and duly attested to by its Town Secretary, and the Manager has signed and executed this agreement, both in duplicate, the day and year first above written. ATTEST: an2,6744._ Laura Wheat, Amanda DeGan, Town Manager Town of Westlake, Texas Superintendent of Westlake Academy ATTEST: atilthr Kell Edwa , Town Secretary ,�N OF op,_ `-,_ ..v * • . APPR• 1 ' D °S TO FO' • Airc : l rn _TFX AS �''4' 'cowry,Tow A -orn- Resolution 18-48 Page 8 of 8