Item 4I ITEM 41
CITY OF
SOUTHLAKI
MEMORANDUM
July 26, 2017
TO: Shana Yelverton, City Manager
FROM: Stacey Black, Director of Human Resources
SUBJECT: Appoint Carol Ann Borges as City Secretary and Approve an
Employment Agreement with the City Secretary.
Action
Requested: City Council appointment of a City Secretary and approval of her
employment agreement.
Background
Information: Chapter Four of the City of Southlake Charter states "The Council
shall appoint a City Secretary who shall report to the Council and act
as the Secretary to the Council and shall hold office at the pleasure
of the Council."
City Secretary Lori Payne announced her retirement earlier this year
and officially retired from her position as City Secretary on July 21 ,
2017. Consequently, City Council discussed the selection process
of a new City Secretary during Executive Session at the June 20,
2017 City Council meeting. During that meeting, City Council
expressed their desire to offer the position of City Secretary to Carol
Ann Borges, who currently serves as Deputy City Secretary for the
City of Southlake.
As a result of that discussion, City Council directed staff to prepare
an employment agreement with Ms. Borges for consideration at the
August 1 , 2017 City Council meeting. The proposed contract
includes the following:
• Term of August 1 , 2017 through December 31 , 2017;
• Annual salary of$83,881 .00;
• Annual car allowance of $4,000;
• Annual cell phone allowance of$1 ,200;
• City payment of City Secretary's contribution to the City's
retirement program, TMRS;
• Benefits afforded to all City employees;
• Dues for professional memberships; and
• Registration and travel costs for professional development.
Shana Yelverton, City Manager ITEM 41
July 26, 2017
Page 2
Financial
Considerations: There is no budget impact to hire the City Secretary.
Strategic Link: Performance Management and Service Delivery
Citizen Input/
Board Review: N/A
Legal Review: The City Attorney's Office has reviewed the employment contract.
Alternatives: Council may approve, deny or modify the attached employment
agreement.
Supporting
Documents: Employment Agreement for City Secretary
Staff
Recommendations: City Council appoint Carol Ann Borges as City Secretary effective
August 1 , 2017 through December 31 , 2017 and approval of an
Employment Agreement with the City Secretary.
CITY OF
SOUTH LA Kl
19
CITY OF SOUTHLAKE
Employment Agreement
City Secretary
THIS AGREEMENT, made and entered into this 1 st day of August, 2017, by and between the
City of Southlake, State of Texas, a municipal corporation, chartered under the constitution of
the State of Texas as a home rule city, herein after called "Southlake" and Carol Ann Borges,
hereinafter after called "City Secretary," both of which parties hereto understand and agree
as follows:
WITNESSETH:
WHEREAS, Southlake desires to employ Carol Ann Borges as City Secretary of the City of
Southlake, as provided by the Southlake City Charter; and,
WHEREAS, it is the desire of the Southlake City Council to provide certain benefits, establish
certain conditions of employment, and set certain working conditions of said City Secretary,-
and,
ecretary;and,
WHEREAS, Carol Ann Borges desires to accept employment as City Secretary of said City
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 . Employment and Duties
A. Southlake hereby agrees to the employment of Carol Ann Borges as City Secretary of
Southlake and Carol Ann Borges, hereinafter referred to as "City Secretary", agrees to
perform the functions and duties specified in the Southlake City Charter, and to
perform such other duties and functions as the City Council shall from time to time
assign.
B. The City Manager shall administer this contract on behalf of the City Council. The City
Secretary shall keep the City Manager informed of issues related to Council, and shall
execute her performance in cooperation with the City Manager and the City Manager's
staff, to the extent, such cooperation does not impair the City Secretary's
responsibilities to Council.
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Section 2. Term
A. Subject to the provisions of Section 3 hereof, it is intended by the parties hereto that,
unless same be sooner modified or terminated as herein authorized, the term of this
agreement shall be from August 1, 2017, through December 31, 2017. The City
Council shall review the employment of the City Secretary and this Agreement
generally and specifically for the purpose of determining an automatic extension
thereof for successive two year periods.
B. Nothing in this agreement shall prevent, limit, or otherwise interfere with the right of the
City Council to terminate the services of City Secretary at any time, subject only to the
provisions set forth in section 3, paragraphs A, B, and C of this Agreement.
C. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the
City Secretary to resign at any time from his or her position with Southlake, subject
only to the provisions set forth in Section 3, paragraph D, of this Agreement.
D. City Secretary agrees to remain in the exclusive employ of Southlake as its City
Secretary during the term set forth in Subsection A of this Section, and for any further
periods for which the contract may be extended, and neither to accept, nor to become
employed by any other employer until said termination date, unless this Agreement is
earlier terminated as hereinafter provided.
Section 3. Termination and Severance Pay
A. In the event City Secretary is terminated by the City Council after the effective date of
this Agreement and before expiration of the aforesaid term of employment for a reason
other than as provided in Section 3.E hereof, and during such time City Secretary is
willing and able to perform her duties of City Secretary, then, in that event, Southlake
agrees to pay City Secretary two (2) months' salary at the current salary of City
Secretary and to extend City Secretary's health insurance for two (2) months.
B. In the event City Secretary is terminated for "just cause," Southlake shall have no
obligation to pay the cash severance payment designated in subparagraph A. The
term "just cause" shall mean:
1. Any willful breach, disregard or habitual neglect of duties requested of City
Secretary by the Southlake City Council formally communicated to City
Secretary or required to be performed by City Secretary hereunder or under the
Charter and ordinances of the City of Southlake and the laws of the United
States and the State of Texas;
2. Any misconduct of City Secretary involving an act of moral turpitude or of
illegality; or
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3. Any misapplication or misuse by City Secretary of City funds entrusted to or
administered by City Secretary.
C. In the event Southlake, at any time after the effective date of this Contract and during
the term hereof, reduces the salary or other financial benefits of City Secretary in a
greater percentage than an applicable across-the-board reduction for all city
employees, or in the event Southlake refuses, subsequent to such date and following
written notice, to comply with any provision hereof benefiting City Secretary herein,
then, in that event, City Secretary may, at his/her option, be deemed to be "terminated"
at the date of such reduction or such refusal to comply with terms hereof by Southlake
and shall be entitled to the cash severance payment and insurance benefit extension
provided for in subparagraph A above.
D. In the event City Secretary voluntarily resigns her position with the City of Southlake
before expiration of the aforesaid term of employment, then City Secretary shall give
the City of Southlake 30 days' notice in advance, unless both parties agree otherwise.
E. During the term of this Agreement, in the event Section 4.20 of the City Charter is
amended to provide that the Southlake City Secretary shall be appointed by the City
Manager, this contract shall terminate at midnight on the 30th day following the date of
the election at which the amendment is voted upon. The 30-day period is intended to
provide sufficient time for the City to place the City Secretary's position in the correct
salary structure level within the City's pay plan and any other adjustments
necessitated by the amendment of the City Charter. If this Contract is terminated
pursuant to this subsection E., and City Secretary remains employed with the City, he
or she shall retain seniority, accrued leave balances, and all other employee benefits.
Section 4. Salary
Southlake agrees to pay City Secretary for services rendered pursuant hereto an annual
base salary of $83,881 .00 payable in installments at the same time as other employees of
Southlake are paid. In addition, Southlake hereby agrees to pay City Secretary's portion of
TMRS to equal seven (7) percent of City Secretary's annual salary.
Section 5. Hours of Work
City Secretary is an exempt employee expected to engage in those hours of work which are
necessary to fulfill the obligations of the City Secretary's position and therefore does not have
set hours of work and is available at all times. City Secretary acknowledges that the proper
performance of duties as City Secretary of the City will often require the performance of
necessary services for extended periods. City Secretary 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 Southlake that reasonable compensatory time off be permitted by the City
Secretary, such as is customary for all other exempt employees, so long as such
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compensatory time off does not interfere with the normal conduct of the Office of the City
Secretary.
Section 6. Automobile, Mobile Phone, and Other Expenses
A. City Secretary shall be paid an annual automobile allowance of $4,000.00 to be paid in
$166.67 increments, twice per month. The City Secretary shall acquire and maintain a
vehicle during the term of this agreement, which shall be available for the City
Secretary's exclusive and unrestricted use in the performance of his or her duties
hereunder. City Secretary shall be responsible for all expenses required for the
purchase, operation, maintenance, repair, and regular replacement of said vehicle.
B. City Secretary shall be paid an annual cell phone allowance of $1 ,200.00 to be paid in
$50.00 increments, twice per month. The City Secretary shall acquire and maintain a
cell phone during the term of this agreement, which shall be available for the City
Secretary's exclusive and unrestricted use in the performance of his or her duties
hereunder. City Secretary shall be responsible for all expenses required for the
purchase, operation, maintenance, repair, and regular replacement of said cell phone.
C. Southlake agrees to pay all reasonable business expenses incurred by the City
Secretary on City business and for expenses incurred in obtaining professional
certification and recertification.
Section 7. Dues and Subscriptions
Southlake agrees to budget and to pay the dues of City Secretary for membership in the
following professional and civic organizations and subscriptions of City Secretary necessary
for 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 Southlake:
Association of Records Managers and Administrators, Inc (ARMA)
ARMA International Records Management
International Institute of Municipal Clerks
North Texas Municipal Clerks Association
Texas Municipal Clerks Association
Section 8. Professional Development
A. Southlake hereby agrees to budget and to pay the reasonable travel and subsistence
expenses of City Secretary for professional development and official travel in sums
adequate to continue the professional development of City Secretary and to
adequately pursue necessary official and other functions for Southlake, including but
not limited to, the Texas Municipal League, and such other national, regional, state
and local governmental groups and committees thereof which City Secretary serves as
a member, subject to City Council review and approval.
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B. Southlake also agrees to budget and to pay for the travel and subsistence expenses of
City Secretary for short courses, institutes and seminars that are necessary for
professional development, certification as a municipal clerk, and for the good of
Southlake subject to City Council review and approval.
Section 9. Sick Leave
City Secretary shall be entitled to sick leave on the same basis as heretofore accrued and
credited, and on the same basis as for all other general employees of the City of Southlake.
Section 10. Vacation
City Secretary shall be entitled to vacation leave on the same basis as heretofore accrued
and credited, and on the same basis as for all other general employees of the City of
Southlake.
Section 11. Health Life and Disability Insurance
Southlake agrees to provide medical, dental, life and disability insurance and other such
benefits, and to pay the premium thereon, such benefits to be equal to that which is provided
for all other general employees of the City of Southlake.
Section 12. Retirement
Southlake agrees to provide City Secretary, to the full extent of his or her eligibility for same,
retirement benefits under the Texas Municipal Retirement System, same being the normal
city retirement system presently in force for all city employees. Additionally, the City
Secretary shall be entitled to all retirement benefits on the same basis as for all other general
employees of the City of Southlake.
Section 13. Outside Employment
City Secretary acknowledges, for and during the term of this Agreement, that City Secretary
shall devote his or her full time and effort to performance of the duties required hereunder
and shall not undertake, nor accept, any outside or other employment without the prior
consent of the Southlake City Council.
Section 14. Investments
It is further understood and agreed that because of the duties of City Secretary within and on
behalf of the City of Southlake and its citizenry, City Secretary 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 the City of
Southlake without the prior consent of the Southlake City Council. For and during the term of
this Agreement, City Secretary further agrees, except as to City Secretary's personal
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residence or residential property acquired or held for future use as City Secretary's personal
residence, not to invest, without the prior approval of the Southlake City Council, in any other
real estate or real property improvements within the corporate limits of the City of Southlake,
Texas.
Section 15. Indemnification
A. Southlake shall indemnify City Secretary against expenses (including attorney's fees)
and amounts paid in settlement actually and reasonably incurred by his/her connection
with the defense of any civil, criminal or other administrative action, suit or proceeding
in which he/she is made a party or with which he/she is threatened, by reason of being
or because of any act as City Secretary within the course and scope of his/her duties
and employment hereunder if he/she acted in good faith and in a manner in which
he/she reasonably believed to be in or not opposed to the best interest of Southlake,
and with respect to any criminal action or proceeding, had no reasonable cause to
believe his/her conduct was unlawful.
B. Notwithstanding the foregoing, City Secretary shall not be entitled to indemnification
regarding (i) any matter in which he/she shall be adjudged to be liable for gross
negligence or misconduct in the performance of his/her duties, or (ii) any matter in
which he/she fails to notify Southlake 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/her failure to give notice or to cooperate.
Section 16. Bonding
Southlake shall bear the full cost of any fidelity or other bonds required of City Secretary
under any law or ordinance.
Section 17. Other Terms and Conditions of Employment
A. The City Council shall fix any such other terms and conditions of employment, as it
may determine from time to time, relating to the performance of City Secretary,
provided such terms and conditions are not inconsistent with or in conflict with the
provisions of this Agreement, the City Charter, or any other law.
B. All provisions of the City Charter, Code, and regulations and rules of Southlake
relating to vacation, sick leave, retirement, pension system contributions, holidays,
other fringe benefits and working conditions as they now exist or hereafter may be
amended, shall also apply to City Secretary as they would to other employees of
Southlake in addition to the other benefits enumerated specifically for the benefit of
City Secretary as herein provided.
Section 18. General Provisions
A. The text herein shall constitute the entire Agreement between the parties.
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B. This Agreement, subject to the provisions of Section 2 hereof, shall become effective
commencing August 1 , 2017, and extend through December 31 , 2017, and for any
and such other extensions as may be provided under the provisions of Section 2
hereof.
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.
D. The City Council shall conduct an annual review of the City Secretary's performance
on or around December 31 of each year. The annual review is a process by which
actual performance is compared against written standards established and agreed to
in terms of key duties, goals, and performance dimensions for the proceeding year.
The Mayor and City Council shall meet with the City Secretary in Executive Session to
discuss the evaluation and review City Secretary's salary.
IN WITNESS THEREOF, the City of Southlake has caused this Agreement to be signed and
executed on its behalf by its Mayor, duly attested by its City Secretary, and the City Secretary
has signed and executed this Agreement, both in duplicate, and day and year first above
written.
CITY OF SOUTHLAKE
Laura K. Hill, Mayor
CITY SECRETARY:
Carol Ann Borges
APPROVED AS TO FORM:
City Attorney
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