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Res 07-74 Approving a Contract with J Hennig to Serve as Interim Town ManagerTOWN OF WESTLAKE RESOLUTION 07-74 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A CONTRACT WITH MR. JOE HENNIG TO SERVE AS INTERIM TOWN MANAGER FOR THE TOWN OF WESTLAKE, TEXAS. WHEREAS, the Board of Aldermen approved the appointment of an Interim Town Manager at the November 12, 2007, regular meeting; and WHEREAS, at the November 12, 2007, regular meeting, the Board of Aldermen authorized the Town Attorney to prepare a contact to be considered by the Board. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1. The Board of Aldermen of the Town of Westlake hereby approves a contract with Mr. Joe Hennig to serve as the Interim Town Manager for the Town of Westlake, Texas in accordance with the terms outlined in the attached Contract (Exhibit "A") PASSED AND APPROVED THIS 26" DAY OF NOVEMBER 2007. ATTEST: im Sut er, TRMC, Town Secretary APPROV AS T FORM: L. tanton 0 5 T Attorney Scott Bradley, Mayor e Henm , terim To Ma ger EXHIBIT A 20a *s1fler,20 THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and entered into effective as of the 12th day of November, 2007, by and among the Town of Westlake, a municipal corporation located in Tarrant and Denton Counties, Texas (the "Town"), and Joe Hennig ("Hennig"). WITNESSETH: WHEREAS, the Town desires to contract for town manager services on an interim basis; and WHEREAS, Hennig desires to perform town manager services for the Town on an interim basis; and WHEREAS, the Town and Hennig desire to accept the terms of this Agreement and to provide interim town manager services on the terms set forth below; NOW THEREFORE, in consideration of the mutual covenants herein contained, the Town and Hennig agree as follows: Section 1: Interim Town Manager Services. A. Hennig shall be the Interim Town Manager of the Town and perform all duties as requested by the Mayor, Board of Aldermen, and as authorized by law, on an interim basis, as described herein. B. This Agreement shall not limit Hennig from performing services for other clients; provided Hennig shall not accept any engagement, or perform services, that would create a conflict of interest with the Town. Section 2: Defense and Indemnification. The Town shall provide Hennig rights to defense and indemnification under the public liability and errors and omissions insurance maintained by the Town for itself, its elected and appointed officials, and its employees for all actions by Hennig arising from his services to the Town as Interim Town Manager. Section 3: Compensation and Term. A. The Town will pay Hennig $100.00 for hour for each hour spent by Hennig performing the services in this Agreement. B. Either the Town or Hennig may terminate this Agreement by giving the other at least thirty (30) days written notice. Section 4: Insurance and Employee Benefits The Town will not provide to Hennig any employee benefits including, but not limited to, retirement plan funding, health insurance, life insurance, disability insurance, or any other employee benefits currently, or in the future, offered or provided other Town employees. Section 5: Employment taxes and charges. . Hennig will pay all employment and other taxes related to Hennig's employment. The Town shall not be responsible for any employment compensation, employment benefits, insurance, retirement plans or reimbursements. Section 6: Public Official's Liability and Errors and Omissions Insurance Coverage. The Town will provide Hennig public officials errors & omissions insurance and will list Hennig as one of the Town officials covered by the such policies during the term of this Agreement. Section 7: Bonding The Town shall bear the full cost of any fidelity or other bonds required of Hennig under any law or ordinance in connection with the duties in this Agreement. Section S: Notices Notices under this Agreement shall be given by deposit in the custody of the United States Postal Service, postage prepaid, addressed as follows: I�6 0131,61" 11[9; Attn: Joe Hennig To: TOWN OF WESTLAKE: Town of Westlake 3 Village Circle, #202 Westlake, Texas 76262 Attn: Mayor FA With copies to (which shall not constitute notice): L. Stanton Lowry BOYLE & LOWRY, L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062-2763 Alternatively, notices required under this Agreement may be personally served in the same manner as is applicable to civil judicial service of process. Notice shall be deemed given as of the date of personal service or as of two days following the date the written notice was deposited in the United States Postal Service. Section 9: General Provisions. A. Choice -of -Law. This Agreement must be construed - and its performance enforced - under Texas law. Venue shall lie in Tarrant County, Texas. B. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same documents. All counterparts must be construed together to constitute one instrument. C. Merger Clause. This Agreement represents the parties' final and mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This Agreement may not be modified or replaced except by another signed written agreement. D. No Waiver. The waiver of any breach of any term of this Agreement does not waive any other breach of that or any other term. E. Severability. If any part of this Agreement is for any reason found to be unenforceable, it is the intent of the Town and Hennig that all other parts of the Agreement remain enforceable and in full force and effect. IN WITNESS WHEREOF, the Town and Hennig have executed this Agreement, not necessarily on, but effective as of, November 12, 2007. TOWN OF WESTLAKE By: Cei� Scott Bradley, Mayor 3 JOE HENNIG Atte Atte H:\Boyle-LowrylWest Lakelwl-agreementslwl a,,r prof sery agr hennsg,rrf