Loading...
13-01 - RTOWN OF PROSPER, TEXAS RESOLUTION NO. 13-01 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, APPROVING THE EMPLOYMENT OF HARLAN L. JEFFERSON AS TOWN MANAGER AS TOWN MANAGER FOR THE TOWN OF PROSPER AND AUTHORIZING THE MAYOR TO ENTER INTO AN EMPLOYMENT AGREEMENT THEREFORE. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1: That Harlan L. Jefferson is hereby appointed to serve as Town Manager to the Town of Prosper, Texas, and further; SECTION 2. The Mayor of the Town of Prosper, Texas, be hereby authorized to execute, on behalf of the Town Council of the Town of Prosper, Texas, an employment agreement between the Town of Prosper and Harlan L. Jefferson, effective January 15, 2013. DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS on this 8t" day of January, 2013, R y Smit , Mayor ATTEST TO: Amy M. Piu na, TRMC Town Secr Mary 01111180111, O'''' ��� Afl1�1 Exhibit "A" (Agreement) TOWN MANAGER EMPLOYMENT AGREEMENT THIS TOWN MANAGER EMPLOYMENT AGREEMENT ("A1reement") is made and entered effective the 21st day of January, 2013, by and between the Town of Prosper Texas, a municipal corporation, ("Prosper") and Harlan L. Jefferson ("Town Mara ger") upon the terms and conditions set forth below. Prosper and the Town Manager are individually and collectively referred to herein as "Rgft f or "parties". WITNESSETH: WHEREAS, Prosper desires to employ the Town Manager as provided by the Prosper Town Charter ("Charter"); and WHEREAS, it is the desire of the Prosper Town Council ("'fown Council") to provide certain benefits, establish certain conditions of employment and set certain working conditions of the Town Manager; and WHEREAS, the Town Manager desires to accept employment as the Town Manager of Prosper on the terms outlined herein. NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: SECTION 1: DUTIES The Town Manager is the Chief Executive Officer of Prosper and shall faithfully perform the powers and duties of the position of the Town Manager as prescribed in the Charter, the laws of the state of Texas ("State"), job description and such other duties and functions as the Town Council shall from time -to -time assign. The Town Manager agrees to devote time, skill, labor and attention to performing the powers and duties with reasonable care, diligence, skill and expertise. The parties agree that the Town Manager is subject to Prosper's Code of Ethics ("Code of Ethics") and similar ethical or performance standards set forth by any other professional and civic organizations to which he is or becomes a member as set forth in Section 9 below. SECTION 2: TERM A. Nothing in this Agreement is intended, nor shall same be construed, to in anyway create a limitation of term of the Town Manager's employment with Prosper for anything other than an indefinite term. B. Likewise, nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the Town Council to terminate the services of the Town Manager at any time, subject only to the provisions set forth in Section 3 below. TowN MANAGER EMPLOYMENT AGREEMENT (HARLAN L. JEFFERSON) PAGE 1 of 11 620348.2C (FINAL) C. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the Town Manager to resign at any time from his position with Prosper, subject only to the provisions set forth in Section 3. l'araerat)b, D below. SECTION 3: TERMINATION AND SEVERANCE I AV; RESIGNATION A. In the event the Town Manager is terminated by a majority vote of the Town Council, or requested to resign under threat of termination by a majority vote of the Town Council, and during such time the Town Manager is willing and able to perform his duties of the Town Manager, then, in that event, Prosper agrees to pay the Town Manager, and the Town Manager agrees to accept as his sole and exclusive severance remedy, a lump sum payment, or a mutually agreed upon, in writing, installment plan, in an amount equal to six (6) month's salary, with an additional month of severance being added for each year of service completed (a completed year of service shall mean the period of time from January 21St of any given year through January 20th of the following year), up to a total maximum of twelve (12) months severance ("Severance Payment"). The Severance Payment will be at the then Annual Base Salary (as defined in Section 4 below), plus any Contributions (as defined in Section 1.3 below) of the Town Manager (less deductions for federal income tax, social security and Texas Municipal Retirement System ("TMRS"), if applicable) and all accrued but unpaid Personal Leave (as defined in Section 1 l below), earned prior to the date of severance, including vacation and sick leave not to exceed that amount allowed by Prosper policies, as they exist, may be amended or in the future arising (collectively, "LlrosILLI. iILgi�:, B. In the event the Town Manager is terminated "for cause" (as defined in 1=xliib t "A", attached hereto and incorporated herein for all purposes), Prosper shall have no obligation to pay or provide the benefits set forth in Section 3, Parafzrapll A above, save and except payment of all accrued but unpaid Personal Leave, not to exceed that amount allowed by Prosper Policies. C. In the event Prosper, at any time during the term of the Agreement, reduces the salary or other financial benefits of the Town Manager in a greater percentage than an applicable across-the-board reduction for all Prosper employees, or in the event Prosper refuses, subsequent to such date and following written notice, to comply with any provision hereof benefiting the Town Manager herein, then, in that event, ("Event") the Town Manager may, at his option, be deemed to be "terminated" at the date of such reduction or such refusal to comply with the terms hereof by Prosper and shall be entitled to the Severance Payment and benefits provided for in Section 3, Paragraph A above. The Town Manager's right to "terminate" this Agreement, pursuant to this Section 3, Paragral.)li C, expires thirty (30) calendar days after the Event giving rise to his right to "terminate" as described in this Section 3, PartlMiLli C. D. In the event the Town Manager voluntarily resigns his position with Prosper during the term of this Agreement, then the Town Manager shall give Prosper thirty (30) days' advance written notice, unless the parties agree otherwise in writing. In TOWN MANAGER EMPLOYMENT AGREEMENT (HARLAN L. JEFFERSON PAGE 2 OF 11 620348.2C (FINAL) this event, the Town Manager shall not, under any circumstance, be entitled to the Severance Payment. SECTION 4: SALARY A. Prosper agrees to pay the Town Manager for his services rendered pursuant hereto, an annual base salary ("Atinvial Base Salary") as agreed upon annually by Prosper and the Town Manager, with payments scheduled as all other employees of Prosper. In addition, Prosper agrees to increase the Annual Base Salary and/or other benefits of the Town Manager in such amounts and to such extent as the Town Council may determine desirable based on an annual salary review and performance evaluation. The initial Annual Base Salary hereunder is One Hundred Sixty Thousand and No/100 Dollars ($160,000.00). Increases to the Annual Base Salary and related components of compensation shall be reviewed and approved by a majority vote of the Town Council as part of the Performance Review Process (as defined in Section 5 below). Any changes to the Annual Base Salary, and related components of compensation, shall be documented by a memorandum, or some other form of written documentation, acknowledged by a majority vote of the Town Council and signed by the Mayor or Mayor Pro Tem following the Performance Review Process. B. Such Annual Base Salary will be reviewed at least annually, as further detailed in Section 5 below, by the Town Council, and at such other times as deemed appropriate by the Town Council. The required annual review shall be performed in the time frame provided for in Sectiot ' i ' 5 although no review of the Town Manager shall be undertaken until after written notice of said meeting has been posted as an executive session for personnel matters by the Town Secretary in accordance with State law. SECTION 5: PERFORMANCE EVALUATION AND SUPPLEMENTAL, GOALS A. The Town Council shall review and evaluate the performance of the Town Manager at least once annually within the first quarter of each fiscal year ("Annual Review Proccss"). The annual review, and such other reviews at any other times deemed appropriate by the Town Council, shall be for the purpose of performing an objective discussion and appraisal of the Town Manager's performance as the Town Manager for the prior calendar year and providing the Town Manager guidance of the Town Council's expectations of future performance by the Town Manager. The following, non -exhaustive, review guidelines are incorporated into this Agreement to document the general intent of said review and to document a practical and equitable method of achieving the purposes of the Annual Review Process, but shall in no way be the sole purpose of said review: (1) Purpose. a. To perform an objective appraisal of the Town Manager's performance. b. To provide the Town Manager with the expectations of the TOWN MANAGER EmPLOYMENT AGREEMENT MARIAN L. JEFFERSON) PAGE 3 OF 11 620348.2C (FINAL) Town Council. C, To objectively document both the Town Manager's performance and reinforce continuing or new criteria for said performance and continuing or new expectations of the Town Council. d. To assure that the Town Manager and the Town Council schedule the annual review and follow through with a discussion of the review and continuing as well as changing expectations. (2) Process. a. The Town Manager shall provide the Town Council with a summary of the goals and objectives for Prosper as set forth in the prior fiscal year budget document and such other goals and objectives as adopted by the Town Council beyond the budget process with an assessment by the Town Manager of the work, progress and level of achievement of each such goal or objective. b. The summary of the prior year performance shall include opportunities that arose during the prior fiscal year which were recognized and pursued by Prosper (Staff or Town Council) when such opportunities arose. C. The Annual Review Process and document format used shall focus primarily on objective (measurable) criteria; however, it is acknowledged that limited subjective criteria (opinion -based as opposed to objective or measurable) may be considered. d. The review shall be based on a combination of responsibilities outlined in the Charter, ordinances, Prosper Policies and/or goals and objectives established by the Town Council. e. The summary document prepared by the Town Manager shall be for the purpose of assisting the Town Council, but shall not be deemed as the sole document or list of appraisal issues the Town Council may consider. f. The Town Council, with the Town Manager's input, shall define such goals and future performance criteria which it determines necessary for the effective management and representation of Prosper by the Town Manager. g. The Annual Review Process is further intended to help the Town Council assess the attainment of the Town Council's policy objectives and shall further establish a relative priority among those various goals and objectives so that the Town Manager will have an opportunity to discuss and have input on said goals and objectives. It is recognized that it is not rational that all goals and objectives can be TOWN MANAGER EMPLOYMENT AGREEMENT (HARLAN L. JEFFERSON) PAGE 4 OF 11 620348.20 (FINAL) achieved in a given year should circumstances arise during the year precluding progress towards and/or attainment of certain goals and/or objectives. Thus, part of the Annual Review Process is to identify such goal(s) and objective(s) and determine if the need or priority for any such goal and/or objective should be modified. h. Following the above described review session, the appraisal results and the goals and objectives established therein shall be reduced to writing by the Town Council for future reference and for the Town Manager to use as input and policy guidance from the Town Council. The Town Council will create an evaluation document for the purpose of reducing the review and established goals and objectives to writing, said document being subject to amendment from time -to -time as the Town Council deems appropriate. The goals and objectives shall be reasonably attainable within the specified time limitations and the annual operating and capital budgets and appropriations provided. The Mayor shall provide the Town Manager with a summary written statement of the findings of the Town Council and provide an adequate opportunity for the Town Manager, should he so desire, to discuss said annual performance review with the Town Council. 5:EXTION f: WORIC HOURS The Town Manager is an exempt employee under the Fair Labor Standards Act, as amended, and expected to engage in those hours of work which are necessary to fulfill the obligations of the Town Manager's position, and, therefore, does not have set hours of work, remaining available at all times. The Town Manager acknowledges that the proper performance of his duties as the Town Manager will often require the performance of necessary services at other times and for more extended periods. The Town Manager agrees to devote such additional time as is necessary for the full and proper performance of such duties and that the compensation herein provided for includes compensation for the performance of all such services; however, it is the desire of Prosper that reasonable compensatory time off be permitted by the Town Manager, such as is customary for all other Prosper employees, so long as such compensatory time off does not interfere with the normal conduct of the Town Manager. SECTION'7: U T'UMOBILIE1 The Town Manager's duties will require that he use his personally owned automobile for Proper business. Prosper agrees to pay the Town Manager, during the term of this Agreement, and in addition to his Annual Base Salary and benefits herein provided the sum of Five Hundred and No/100 ($500.00) per month as a car allowance. The Town Manager shall acquire and maintain an automobile during the term of this Agreement. The Town Manager shall be responsible for paying for liability, property TOWN MANAGER EMPLOYMENT AGREEMENT (HARLAN L. JEFFERSON) PAGE 5 of 11 620348.2C (FINAL) damage and comprehensive insurance coverage upon such automobile and shall further be responsible for all expenses attendant to the purchase, operation, maintenance, repair and regular replacement of said automobile. SECTION S: CELLULAR PIIONE The Town Manager will be provided with a cellular telephone, or a cellular telephone allowance consistence with Prosper Policies, for his professional and personal use. Any identifiable charges that exceed the calling plan, as reflected on the mobile telephone bill, directly attributable to personal calls by the Town Manager, shall be promptly paid by the Town Manager to Prosper. SECTION 9: DUES AND SUBSCRIPTIONS Prosper agrees to budget and to pay the reasonable costs incurred by the Town Manager for membership in the following professional and civic organizations and publications necessary for his continuation and full participation in national, regional, State and local associations and organizations necessary and desirable for continued professional participation, growth and advancement for the good of Prosper: International City/County Management Association (required membership); Texas City Management Association (required membership); North Texas City Management Association; and Two (2) additional civic clubs/professional organizations. SECTION 10: PROFESSIONAL DEVELOPMENT A. Prosper hereby agrees to budget and pay for the reasonable and customary travel and subsistence expenses of the Town Manager for professional development and official travel in sums adequate to continue the professional development of the Town Manager and to adequately pursue necessary official and other functions for Prosper, including, but not limited to, the Annual Conference for the International City/County Management Association, the Texas Municipal League, the Texas City Management Association and such other national, regional, State and local governmental groups and committees thereof which the Town Manager serves as a member. Participation in said professional development activities shall be considered a part of the Town Manager's work related duties, and the Town Manager shall not be required to use Personal Leave for such participation. B. Prosper also agrees to budget and pay for the reasonable and customary travel and subsistence expenses of the Town Manager for short courses, institutes and seminars that are necessary for professional development and for the good of Prosper. TOWN MANAGER EMPLOYMENT AGREEMENT (HARLAN L. JEFFERSON) PAGE 6 OF 11 620348,2C (FINAL) SECTION 11: PERSONAL A. The Town Manager shall accrue and have credited to his personal account, vacation and sick leave at 1.5 times the rate of other employees of Prosper ("Personal Leave'), said Personal Leave being subject to Section 3 above. In addition, if the Town Manager voluntarily resigns, as described in Section 3 above, Prosper agrees to compensate the Town Manager for all accrued Personal Leave up to and including the final date of employment according to Prosper Policies. B. The Town Manager shall be entitled to military reserve leave pursuant to federal and/or State law and Prosper Policies. C. Should the Town Manager become permanently disabled, as defined by law, or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity or health for a period of four (4) successive weeks beyond any accrued Personal Leave and leave available under the Family Medical Leave Act, if any, the Town Manager shall have the option to terminate this Agreement, subject to the Severance Pay requirements set forth in Section 3, Para )Ea old A above, provided such election to terminate is provided to the Town, in writing, within thirty (30) days from the date the Town Manager elects to terminate this Agreement under this Section 11, Paras-ratrlr C. SECTION 12: HEALTH AND LIFE INSURANCE Prosper agrees to provide hospitalization, surgical and comprehensive medical insurance and life insurance for the Town Manager, his wife, if applicable, and his children, if applicable, under the age of twenty-five (25) living at home with him or attending a college or university, equal to that provided all other employees of Prosper and to pay the premium(s) thereon. SECTION 13: RETIREMENT.- DEFERRED COMPENSA"'ION A, Prosper agrees to provide the Town Manager, to the full extent of his eligibility for same, retirement benefits under TMRS, said benefits being the Prosper retirement system presently in force and applicable to all full-time Prosper employees. B. Prosper agrees to pay an amount equal to seven percent (7%) of the Town Manager's Annual Base Salary as deferred compensation into an account for the Town Manager with the ICMA Retirement Corporation (" optributions"). SECTION 14: OUTSIDE EMPLOYMENT AND INVESTMENTS The Town Manager acknowledges, for and during the term of this Agreement, that the Town Manager shall devote his full time and effort to performance of the duties required hereunder and shall not undertake, nor accept, any outside or other employment which would in anywise limit the Town Manager's performance of his duties hereunder, or his availability for performance of his duties hereunder, without the prior consent of TowN MANAGER EMPLOYMENT AGREEMENT (HARLAN L. JEFFERSON PAGE 7 OF 11 620348.2C (FINAL) the Town Council; provided, however, the Town Manager is not precluded from occasional teaching, writing or lecturing not to exceed ten (10) hours per week without the prior approval of the Town Council. It is further understood and agreed that because of the duties of the Town Manager within and on behalf of Prosper and its citizenry, the Town Manager shall not, during the term of this Agreement, individually, as a partner, joint venturer, officer or shareholder, invest or participate in any business venture conducting business in the corporate limits of Prosper, except as to stock ownership in any company whose capital stock is publicly held and regularly traded, without the prior consent of the Town Council. For and during the term of this Agreement, the Town Manager further agrees, except as to the Town Manager's personal residence or residential property acquired or held for future use as the Town Manager's personal residence, not to invest, without the prior approval of the Town Council, in any other real estate or real property improvements within the corporate limits of Prosper. SECTION 15: RESIDENCY A. The Town Manager shall become a resident of Prosper on or before August2l, 2013, and shall continuously remain a resident of Prosper during his tenure as the Town Manager, B. In recognition of the expense associated with this relocation, Prosper will reimburse the Town Manager reasonable and customary relocation expenses ("Relocatioli in accordance with the Internal Revenue Service guidelines for the costs of moving the Town Manager's family and personal possessions to Prosper. The Town Manager will obtain three (3) bids for moving his family's personal possessions to a residence in Prosper, and Prosper will reimburse the Town Manager based upon the lowest bid upon Prosper's receipt of the three (3) bids and written evidence that the Town Manager incurred the Relocation Expenses, if any. SECTION 16: INDEMNIFICATION Prosper shall indemnify the Town Manager against expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by him in connection with the defense of any civil, criminal or administrative action, suit or proceeding in which he is made a party, or with which he is threatened, by reason of being or because of any act as the Town Manager within the course and scope of his duties and employment hereunder provided he acted in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interest of Prosper, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawfiil. Notwithstanding the foregoing, the Town Manager shall not be entitled to indemnification regarding any matter in which he fails to cooperate in the defense of such claim, but only to the extent that the defense of such claim is prejudiced by his failure to give notice or to cooperate. TOWN MANAGER EMPLOYMENT AGREEAVIENT (HARLAN L. JE Fir, PAGE 8 OF 11 620348.2C (FINAL) SECTION 17: BONDING Prosper shall bear the full cost of any fidelity or other bonds required of the Town Manager under any law or ordinance, as they exist, may be amended or in the future arising. SECTION 18: 0111I. R TEIIMS AND CONDITIONS OF EMPLOYMENT A. The Town Council shall fix any such other reasonable terms and conditions of employment as it may determine from time -to -time, relating to the performance of the Town Manager, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement or any other law, as the same exists, may be amended or in the future arising. B. All provisions of the Charter, the Prosper Code of Ordinances and regulations and rules of Prosper relating to vacation, sick leave, retirement, pension system contributions, holidays, other fringe benefits and working conditions, as they exist, may be amended or in the future arising, shall also apply to the Town Manager as they would to other employees of Prosper in addition to the other benefits enumerated specifically for the benefit of the Town Manager as herein provided. SECTION 19: NOTICES Any notice provided or required to be given under this Agreement must be in writing and may be served by depositing same in the United States mail, addressed to the party to be notified, postage pre -paid and registered or certified with return receipt requested, or by delivering the same in person to such party via facsimile or a hand - delivery service, Federal Express or any courier service that provides a return receipt showing the date of actual delivery of same to the addressee thereof. Notice given in accordance herewith shall be effective upon receipt at the address of the addressee. For purposes of notice, the addresses of the parties shall be as follows: If to Prosper, addressed to it at: Town of Prosper Attention: Mayor 121 West Broadway Prosper, Texas 75078 If to the Town Manager, addressed to him at: Town of Prosper Attention: Mr. Harlan L. Jefferson 121 West Broadway Prosper, Texas 75078 TOWN MANAGER EMPLOYMENT AGREEMENT (HARLAN L. JEFFERSON) PAGE 9 OF 11 620348.2C (F[NAL) Either party may change the address to which notice may be sent to that party by giving notice of such change to the other party in accordance with the provisions of this Agreement. SECTION 20: GENERAL PROVISIONS A. The text herein shall constitute the entire agreement between the parties. B. When referring to "the Town Manager" herein, this Agreement shall refer to, be binding upon and inure to the benefit the Town Manager, his heirs, executors and legal representatives. C. If any provision or any portion thereof contained in this Agreement is held to be unconstitutional, invalid or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected and shall remain in full force and effect. IN WITNESS WHEREOF, Prosper has caused this Agreement to be signed and executed on its behalf by its Mayor, duly attested by the Town Secretary, and the Town Manager has signed and executed this Agreement, both in duplicate, on the day and year first above written. TOWN OF PROSPER, TEXAS B Ray �, ni i (1i, Mayor ATTESTED: TOWN MANAGER "al -1,111 -611SO -.. Ain,1" �°14ni"? w► Secretary r 'xuxv JC J" "YI;;S 0 711 Av" p % 0 10W j�Oµk'eY rw tM0000'IN ®� 0011@®�• TOWN MANAGER EMPLOYMENT AGREEMENT (HARLAN L. JEFFERSON) 620348,2C (FINAL) PAGE 10 OF 11 EXHIBIT "A" TO EMPLOYMENT AGREEMENT BETWEEN PROSPER AND THE TOWN MANAGER SECTION 3: TERMINATION AND SEVERANCE, PAY; RESIGNATION C. For Cause. For purposes of this Agreement, the term "for cause" is defined as any one (1) of the following: (1) Any willful, knowing, grossly negligent or breach, disregard or habitual neglect of any provision of this Agreement or any willful, knowing, grossly or negligent breach, disregard or habitual neglect of any duty or obligation required to be performed by the Town Manager under this Agreement and/or, as applicable, the Charter, any ordinance of Prosper, any Prosper Policies and/or any federal and/or State law, as each individually exists, may be amended or in the future arising, as determined by the Town Council following notice and an opportunity to be heard having been afforded the Town Manager; provided the Town Manager requests, in writing, said hearing within three (3) calendar days of receiving the notice described in this Sect;%oa1, Paragraph Q (1). Any decision of the Town Council, described in this Section 3, Paragraph C Ll), shall be final only with regard to the status of the Town Manager's employment with Prosper following the hearing; (2) Any conviction of: 1. a felony; 2. driving while intoxicated; or 3. use of illegal drugs or controlled substances; or (3) Any willful, knowing, grossly negligent or negligent misapplication or misuse, direct or indirect, by the Town Manager of public or other funds or other property, real, personal or mixed, owned by or entrusted to Prosper, any agency or corporation thereof, or the Town Manager in his official capacity, as determined by the Town Council following notice and an opportunity to be heard having been afforded the Town Manager; provided the Town Manager requests, in writing, said hearing within three (3) calendar days of receiving the notice described in this Section 3, Paragraph C; (3). Any decision of the Town Council, described in this Section 33, Paraurauh C (3), shall be final only with regard to the status of the Town Manager's employment with Prosper following the hearing. TOWN MANAGER EMPLOYMENT AGREEMENT (HARLAN L. JEFFFRSON) PAGE 11 OF 11 620348.2C (FINAL)