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05-58 - R TOWN OF PROSPER, TEXAS RESOLUTION NO. 05-58 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, HEREBY AUTHORIZING THE MAYOR OF THE TOWN OF PROSPER, TEXAS, TO EXECUTE AN EMPLOYMENT AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS AND DOUGLAS C. MOUSEL. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1: The Mayor of the Town of Prosper, Texas, is hereby authorized to execute,on behalf of the Town Council of the Town of Prosper, Texas, an Employment Agreement between the Town of Prosper, Texas and Douglas C. Mousel. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 26th day of July, 2005. Charles is nger, Ma ATTEST TO: S anae Jennings n Secreta EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement"), made and entered into this 26th day of July 2005 by and between the TOWN OF PROSPER, TEXAS, a municipal corporation, ("Prosper") and DOUGLAS C. MOUSEL ("Mousel"), both of which parties hereto understand and agree as follows: WHEREAS, Prosper desires to employ Mousel as the Town Administrator of Prosper as provided by state law; and WHEREAS, it is the desire of the Prosper Town Council to provide certain benefits, establish certain conditions of employment and to set certain working conditions of Mousel; and WHEREAS, Mousel desires to accept employment as Town Administrator of Prosper on the terms outlined herein; NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and hereinbefore stated, the parties hereto agree as follows: SECTION 1 : DUTIES Prosper hereby agrees to employ Mousel as Town Administrator of Prosper to perform the functions and duties specified in the job description attached hereto as Exhibit "A" and to perform such other lawful duties and functions as the Prosper Town Mayor and/or Town Council shall from time-to-time assign, or cause to be assigned. SECTION 2: TERM A. Nothing in this Agreement is intended, nor shall same be construed,to in anywise create a limitation of term of Mousel's employment at Prosper for less than an indefinite term. B. Likewise, nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the Prosper Town Mayor and Prosper Town Council to terminate the services of Mousel at any time, subject only to the provisions set forth in Section 3 of this Agreement. C. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of Mousel to resign at any time from his position with Prosper, subject only to the provisions set forth in Section 3, Paragraph C, of this Agreement. D. Nothing in this Agreement shall prevent, limit or otherwise interfere with the Prosper Town Mayor's authority to reassign, or cause to be reassigned, Mousel's duties or redesignate, or cause to be redesignated, Mousel's title. E. No property interest, express or implied, is created in Mousel's title as Town Administrator. Page 1 of 10 SECTION 3: TERMINATION AND SEVERANCE PAY A. In the event Mousel is terminated, or caused to be terminated, by the Prosper Town Mayor and Prosper Town Council after the effective date of this Agreement and during such time Mousel is willing and able to perform his duties of Town Administrator, then, in that event, Prosper agrees to pay Mousel, and Mousel agrees to accept as his sole and exclusive remedy, a lump sum payment in an amount equal to ninety(90)days salary at the then current Salary (hereinafter defined) of Mousel (less deductions for federal income tax, social security and Texas Municipal Retirement System, if applicable); and all accrued but unpaid personal leave not to exceed that amount allowed by Prosper policies. B. In the event Mousel is terminated "for cause," Prosper shall have no obligation to pay or provide the benefits set forth in this Agreement, save and except payment of all accrued but unpaid personal leave days. The term "for cause" shall mean that conduct described in Exhibit "B" attached hereto. C. In the event Mousel voluntarily resigns his position with Prosper before expiration of the aforesaid term of employment, then Mousel shall give Prosper thirty(30) days notice in advance, unless both parties agree otherwise. SECTION 4: SALARY AND BONUSES Prosper agrees to pay Mousel for his services rendered pursuant hereto an annual base salary of Ninety Nine Thousand and No/100 Dollars($99,000.00) effective August 1, 2005 and payable in installments at the same time as other employees of Prosper are paid ("Salary"). Any additional and/or further adjustments to Mousel's Salary or the award of a bonus(es) will be at the sole discretion of the Town Council. Any salary increase will become effective January 1 of the year following the award of the salary increase; provided, however, any salary increase awarded between August 2, 2005 and July 31, 2008 will be deferred until August 1, 2008 at which time the accrued, unpaid salary will be paid in a lump sum. In the event Mousel is awarded a bonus, it will be paid in a lump sum on January 1 of the year following the award of the bonus; provided, however, any bonus awarded between August 2, 2005 and July 31, 2008 will be deferred until August 1, 2008 at which time the accrued, unpaid bonus(es) will be paid in a lump sum. SECTION 5: AUTOMOBILE EXPENSES The Town Council shall provide Mousel with an automobile allowance in the sum of Seven Hundred Fifty and No/100 Dollars($750.00) per month beginning January 1, 2006; provided, however, Mousel shall also receive upon execution of this Agreement a lump sum of Three Thousand Seven Hundred Fifty and No/100 Dollars($3,750.00) representing payment of an automobile allowance for the five (5) months from August 2005 to December 2005. The automobile may be used for business and personal purposes. Page 2 of 10 Mouse) shall comply with all policies, procedures and documentation requirements established by Prosper, its auditors and the state and federal laws regarding the use of the automobile. SECTION 6: PERFORMANCE EVALUATION Mousel will receive a written evaluation by the Prosper Town Council during December of each year beginning December 2005. SECTION 7: HOURS OF WORK The parties agree Mouse) is an exempt employee under the Fair Labor Standards Act and is expected to engage in those hours of work which are necessary to fulfill the obligations of Mousel's position, and, therefore, does not have set hours of work and is available at all times. Mousel acknowledges that the proper performance of duties as the Town Administrator of Prosper will often require the performance of necessary services at other times and for more extended periods. Mousel agrees to devote such additional time as is necessary for the full and proper performance of 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 Mousel, such as is customary for all other exempt employees, so long as such compensatory time off does not interfere with the normal conduct of the Office of the Town Administrator. SECTION 8: PROFESSIONAL ACTIVITIES Mousel shall attend and participate in appropriate professional meetings continuing education programs at the local, state and national levels and the Town Council shall identify its expectations regarding the same during its annual review of Mousel. Prosper agrees to budget and to pay the reasonable costs incurred by Mousel for membership in the following professional and civic organizations and subscriptions of Mousel necessary for his continuation and full participation in national, regional, state and local associations and organizations necessary and desirable for continued growth and advancement for the good of Prosper: • Texas Municipal League • Texas City Management Association • International City/County Management Association SECTION 9: EMPLOYMENT BENEFITS The Town Administrator shall receive sick leave, vacation, life and health insurance coverage and other personal and fringe benefits provided by Prosper for its administrative employees in accordance with applicable law and Prosper policies. Vacation days taken by the Town Administrator will be taken at such time(s) as will least interfere with the performance of the Town Administrator's duties as set forth in this Agreement. Prior Page 3 of 10 written approval for vacation days must be obtained from the Town Mayor. SECTION 10: RETIREMENT Prosper agrees to provide Mousel, to the full extent of his eligibility for same, retirement benefits under the Texas Municipal Retirement System, same being the Prosper retirement system presently in force. SECTION 11: OUTSIDE EMPLOYMENT AND INVESTMENTS Mousel acknowledges, for and during the term of this Agreement, that Mousel 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 Mousel's performance of his duties hereunder or his availability for performance of duties hereunder without the prior consent of the Prosper Town Mayor; provided, however, Mousel is not precluded from occasional teaching, writing or lecturing. It is further understood and agreed that because of the duties of Mousel within and on behalf of Prosper and its citizenry, Mousel 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 Prosper Town Mayor. For and during the term of this Agreement, Mousel further agrees, except as to Mousel's personal residence or residential property acquired or held for future use as Mousel's personal residence, not to invest, without the prior approval of the Prosper Town Mayor, in any other real estate or real property improvements within the corporate limits of Prosper. SECTION 12: INDEMNIFICATION Prosper shall indemnify Mousel 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 an employee of Prosper within the course and scope of his duties and employment hereunder if 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 unlawful. Notwithstanding the foregoing, he shall not be entitled to indemnification regarding any matter in which he fails to notify Prosper of a claim within a reasonable time or 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. SECTION 13: OTHER TERMS AND CONDITIONS OF EMPLOYMENT The Prosper Town Mayor shall fix any such other terms and conditions of Page 4 of 10 employment as he may determine from time-to-time, relating to the performance of Mousel, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement or any other law. SECTION 14: GENERAL PROVISIONS A. Controlling Law. This Agreement shall be governed by the laws of the State of Texas and it shall be performable in Collin County, Texas. B. Complete Agreement. This Agreement embodies the entire understanding and agreement of the parties and supersedes all other agreements and understandings, both written and oral. Any additions, deletions or modifications to the terms and conditions of this Agreement, including, but not limited to, changes in the term of the Agreement or the base annual salary of the Town Administrator, shall be made only by written addendum signed by both parties. Any prior agreement between the parties, oral or written, is terminated and superseded by this Agreement by the parties mutual consent as of the effective date of this Agreement. C. Notice. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered, whether or not actually received, when deposited in the United States Mail, postage pre-paid, certified mail, return receipt requested, addressed to either party, as the case may be, at the addresses contained below: Town of Prosper Attn:Town Mayor 109 S. Main Street Prosper, Texas 75078 Mr. Douglas C. Mousel 8505 Silverton Drive Frisco, Texas 75034 D. Multiple Originals. This Agreement is executed in two (2) originals, one for Prosper and one for the Town Administrator, each of which shall constitute but one and the same instrument. E. Savings/Severability. 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. F. Effective Date. This Agreement shall be effective as of July 26, 2005. Page 5 of 10 IN WITNESS WHEREOF, Prosper has caused this Agreement to be signed and executed on its behalf by its Town Mayor and Mousel has signed and executed this Agreement, both in duplicate, on the day and year first above written. arles Niswanger own Mayor Pr' iii..;:ii,.._. , 4 0... . Douglas . ousel, Town Administrator Page 6 of 10 Town Administrator (Exhibit"B")Page 1 of 2 EXHIBIT "A" TO EMPLOYMENT AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS AND DOUGLAS C. MOUSEL TOWN OF PROSPER TITLE: TOWN ADMINISTRATOR STARTING SALARY: DOQ DEPARTMENT: ADMINISTRATION LAST UPDATED: 06/11/2002 REPORTS TO: TOWN COUNCIL FLSA DESIGNATION: EXEMPT JOB SUMMARY: This position is responsible for the administration of all affairs of the Town. The Administrator provides highly responsible administrative guidance to the Town Council and Departments of the Town; budget development and administration, internal control and coordination of existing programs to include analysis of organizational needs and methods. ESSENTIAL JOB FUNCTDNS: • Responsible for the daily operating decisions of the Town. • Consults with Developers, City Attorneys and Engineer on Development Agreements and provides recommendations back to the Town Council for approval of such Agreements. • Appoints,suspends,and removes all Town employees and appointive administrative officers; includes performing annual performance reviews on director level employees. • Consults with and directs department directors in solving administrative problems and in developing/implementing major changes in departmental organization,procedures,and policies to meet Town's goals and objectives. • Insures all applicable federal, state and local laws,ordinances and regulations are effectively enforced;to include insuring local ordinances and regulations are properly developed and implemented. • Attends Town Council meetings and provides staff input on all appropriate matters being considered by the governing body. • Prepares and recommends items for inclusion in the official agenda for all Town Council meetings and meetings of other boards and commissions. • Develops policy proposals through conference with department heads,private and governmental agencies;and explains such proposals to Town Council for consideration. • Meets with the public and officials from other cities in the development and coordination of Town affairs. • Reviews results of studies to coordinate reports or recommendations;may institute resulting programs. • Prepares and recommends to the Town Council the annual operating budget and other budgets; includes administering the budget through appropriate control mechanisms and insuring that an appropriate audit is conducted annually. • Provides overall direction and advice on technical budget matters including revenue and expenditure estimates, appropriations,allotment control,supplemental request,and sale of bonds. • Keeps the Town Council fully advised as to the financial condition and future needs of the Town, and makes recommendations concerning such affairs to the Town. • Provides for continued professional development of subordinate Directors; monitors the policy compliance and personnel action of the departments under supervision. Page 7 of 10 Town Administrator (Exhibit"B")Page 1 of 2 EQUIPMENT: • Operates personal computer and software,calculator,VCR,multi-line telephone,copier,fax,and various other office related equipment. KNOWLEDGE I SKILLS I ABILITIES: • Expert knowledge of organizational,administration,and management principles and practices associated with the operations of a full service municipal organization. • Skill in utilizing the principles and procedures of public finance, budgeting and budgetary control;principles and practices related to the implementation of municipal government laws and ordinances. • Knowledge of research techniques,sources,availability of information and methods of report presentation. • Ability to read and understand reference and legal materials such as the Local Government Code. • Ability to analyze a variety of administrative problems and to make sound policy and procedural recommendations. • Ability to plan,organize and supervise the work of Director level staff. • Ability to plan,organizes,coordinate and supervise complex projects through completion. • Ability to meet and deal effectively and tactfully with internal/external administrative officials. • Excellent oral and written communication skills. • Skill in the use of general business mathematics. • Ability to avoid conflict or appearance of conflict of interest in the performance if duties and responsibilities. REQUIRED EDUCATION,TRAINING AND EXPERIENCE: • Must possess a Bachelor's Degree in Public Administration or closely related field. • Five years progressively responsible experience as a Town Administrator,Assistant Town Administrator or a closely related field. • Must possess a current,valid Texas Driver's License. EMPLOYMENT CONDITIONS: • Must be bondable • Must pass a pre-employment drug-screening test Page 8 of 10 Town Administrator (Exhibit"B")Page 1 of 2 EXHIBIT "B" TO EMPLOYMENT AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS AND DOUGLAS C. MOUSEL SECTION 3: TERMINATION AND SEVERANCE PAY B. For Cause. For purposes of this Agreement, the term "for cause" is defined as follows: (a) Failure to fulfill duties or responsibilities as set forth under the terms and conditions of this Agreement; (b) Incompetence or inefficiency in the performance of required or assigned duties as documented by evaluations, supplemental memoranda or other written communication from the Town Mayor and/or Town Administrator; (c) Insubordination or failure to comply with lawful written Town Mayor and/or Town Administrator directives; (d) Failure to comply with the Town Council's policies or the Town Council's administrative regulations; (e) Neglect of duties; (f) Drunkenness or excessive use of alcoholic beverages; (g) Illegal use of drugs, hallucinogens or other substances regulated by the Texas Controlled Substances Act; (h) Conviction of a felony or crime involving moral turpitude; (I) Failure to meet the Town's standards of professional conduct; (j) Failure to comply with reasonable professional development requirements regarding advanced course work or professional development as requested by the Town Mayor and/or Town Administrator; (k) Disability, not otherwise protected by law, that impairs performance of Page 9 of 10 Town Administrator (Exhibit"B")Page 1 of 2 the required duties of the Town Administrator; (I) Immorality, which is conduct the Town Mayor determines is not in conformity with the accepted moral standards of the community encompassed by the Town Mayor. Immorality is not confined to sexual matters, but includes conduct inconsistent with rectitude or indicative of corruption, indecency or depravity; (m) Assault on a person; (n) Knowingly falsifying records or documents related to the Town's activities; (o) Conscious misrepresentation of facts to the Town Administrator, Town Mayor or other Town officials in the conduct of the Town's business; or (p) Any other reason constituting "good cause" pursuant to Texas law. Page 10 of 10