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HomeMy WebLinkAboutPR 22335: EDC, AGREEMENT WITH JESSICA CARPENTER FOR PROFESSIONAL SERVICES & EMPLOYMENT AS CHIEF EXECUTIVE OFFICER Ic o 0 D PORT*ARTHUR ONOMIC DEVELOPMENT CORPORATION INTEROFFICE MEMORANDUM Date: January 12, 2022 To: The Honorable Mayor and City Council Through: Ronald Burton, City Manager From: George Davis, Interim CEO Port Arthur EDC RE: PR 22335 —A resolution approving an Agreement with Jessica Carpenter for Professional Services &Employment as Chief Executive Officer of the City of Port Arthur Section 4A Economic Development Corporation Introduction: The intent of this Agenda Item is to seek City Council's approval of an Agreement with Jessica Carpenter for Professional Services & Employment as Chief Executive Officer of the City of Port Arthur Section 4A Economic Development Corporation Background: The PAEDC Board of Directors currently has a vacancy for the position of Chief Executive Officer. The Board has advertised the position, evaluated candidates, and have gone through an interview process of the final candidates. The Board has offered the position to .Ms. Jessica Carpenter, and would like to enter into an Agreement with Ms. Carpenter for her professional services and employment as Chief Executive Officer of the Port Arthur Economic Development Corporation. Recommendation: It is recommended that the City Council of the City of Port Arthur approve an Agreement with Jessica Carpenter for Professional Services &Employment as Chief Executive Officer of the City of Port Arthur Section 4A Economic Development Corporation P.R. No. 22335 12/28/2021 KVM RESOLUTION NO. A RESOLUTION APPROVING AN AGREEMENT WITH JESSICA CARPENTER FOR PROFESSIONAL SERVICES & EMPLOYMENT AS CHIEF EXECUTIVE OFFICER OF THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION WHEREAS,the City of Port Arthur Section 4A Economic Development Corporation(the "PAEDC") Board of Directors (the"Board") is given the power and authority under Article VIII, Section 8.01 of the PAEDC Bylaws to appoint,supervise,and remove the Chief Executive Officer ("CEO") of the PAEDC; and WHEREAS,the PAEDC has had a vacancy in the position of CEO since October 1, 2021 and the Board has advertised, evaluated the candidates and interviewed the final candidates for the CEO position; and WHEREAS, the Board believes that an employment agreement negotiated between the Board,on behalf of the PAEDC,and the CEO candidate can be mutually beneficial to the PAEDC, the CEO and the community they serve and is in the best interests of the public welfare; and WHEREAS,when appropriately structured,the Board believes an employment agreement can strengthen the CEO-Board relationship by enhancing the excellence and continuity of the management of the PAEDC for the benefit of the City's economic development goals; and WHEREAS,the Board desires to employ Jessica Carpenter as Chief Executive Officer for the PAEDC; and WHEREAS, it is the desire of the Board to provide certain benefits, establish certain conditions of employment, and to set certain working conditions of said CEO; and WHEREAS, at their Special Board Meeting of December 20, 2021, the Board approved an Agreement with Jessica Carpenter for Professional Services&Employment as Chief Executive Officer of the PAEDC; and WHEREAS, Jessica Carpenter desires to accept employment as CEO of the PAEDC per the terms outlined in the Agreement for Professional Services and Employment as Chief Executive Officer attached hereto as "Exhibit A". NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR,TEXAS: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Council hereby approves the Port Arthur Economic Development Corporation to enter into an Agreement with Jessica Carpenter for Professional Services and Employment as Chief Executive Officer of the PAEDC. Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED on this day of A.D., 2022, at a Meeting of the City Council of the City of Port Arthur,Texas,by the following vote: AYES: Mayor Councilmembers • NOES: Thurman Bartie, Mayor I'agc 2 ATTEST: Sherri Bellard, City Secretary APPROVED: George avi , Interim PAEDC CEO APPROVED AS TO FORM: Frank Garza, PAEDC Attorney APPROVED AS TO FORM: Valecia R. Tizeno, City Attorney Page 3 Exhibit "A" Will Be Presented At Or Before The City Council Meeting AGREEMENT FOR PROFESSIONAL SERVICES & EMPLOYMENTAS CHIEF EXECUTIVE OFFICER OF THE PORT ARTHUR 4A ECONOMIC DEVELOPMENT CORPORATION THIS EMPLOYMENT AT WILL AGREEMENT is made and'entered into this the day of , 2022, by and between the PORT ARTHUR 4A ECONOMIC DEVELOPMENT CORPORATION(hereinafter referred to as the"PAEDC"),and JESSICA CARPENTER(hereinafter referred to as "CEO"), both of which parties hereto understand and agree as follows: WITNESSETH: WHEREAS, the PAEDC Board of Directors (the "Board") is given the power and authority under Article VIII,Section 8.01 of the PAEDC Bylaws to appoint, supervise,and remove the Chief Executive Officer("CEO"); and, WHEREAS, the Board and the CEO believe that an employment agreement negotiated between the Board, on behalf of the PAEDC, and the CEO can be mutually beneficial to the PAEDC, the CEO, and the community they serve and is in the best interests of the public welfare; and, WHEREAS, when appropriately structured, the Board and the CEO believe an employment agreement can strengthen the CEO-Board relationship by enhancing the excellence and continuity of the management of the PAEDC for the benefit of the City's economic development goals; and WHEREAS, Board desires to employ Jessica Carpenter as Chief Executive Officer for thePort Arthur 4A Economic Development Corporation; and WHEREAS, it is the desire of PAEDC to provide certain benefits, establish certain conditions of employment, and to set certain working conditions of said CEO; and WHEREAS, Jessica Carpenter desires to accept employment as CEO of the Port Arthur 4A Economic Development Corporation on the terms outlined herein. NOW,THEREFORE, for and in consideration of the mutual covenants and agreementsherein contained, and hereinbefore stated,the parties hereto agree as follows: A. Duties and Responsibilities 1. CHIEF EXECUTIVE OFFICER. The CEO is the chief executive officer of the PAEDC and shall faithfully perform the duties of the Chief Executive Officer as prescribed in the job description, as set forth in Exhibit A. Further, the CEO shall comply with (collectively "Applicable Laws and Authorities") state and federal law, the City's FINAL 1 Charter, all relevant policies, rules, regulations and ordinances as they exist or may hereinafter be amended, and all lawful Board directives. All duties assigned to the CEO by the Board shall be appropriate to and consistent with the professional role and responsibility of theChief Executive Officer position. 2. DUTIES.The Board does hereby employ Jessica Carpenter as Chief Executive Officer inaccordance with and pursuant to all Applicable Laws and Authorities and each of the duties as prescribed in the job description,as set forth in Exhibit A as well as perform such other duties as are specified in the Bylaws or may be required by the Board,which are consistent with the Bylaws and state and federal law. 3. ECONOMIC DEVELOPMENT CERTIFICATION. CEO must be certified in Economic Development through the International Economic Development Board no later than December 31, 2026. CEO must develop a plan for achieving this goal, completing as many of the requirements as practicable within the first two years, and submit the plan to the PAEDC Board for approval no later than June 30, 2022. Costs for these certifications will be paid for by the PAEDC in accordance with Section M Professional Dues and Education of this Agreement. B. Board Meetings. Except to the extent prohibited by or in material conflict with Applicable Laws and Authorities, the CEO or the CEO's designee shall attend, and shall be permitted to attend, all meetings of the Board, both public and closed, with the exception of those closed meetings devoted to the consideration of any action or lack of action on this Agreement, or any amendment thereto, the CEO's evaluation, or for purposes of resolving conflicts between individual Board members. C. Term The term of this agreement shall start on February 22,2022 (the "Commencement Date") CEOagrees to remain in the exclusive employ of the PAEDC for an indefinite period of time. Provided, that CEO shall serve at the pleasure of the PAEDC and nothing in this Agreement shall prevent, limit or otherwise interfere with the right of PAEDC to terminate the services of CEO at any time. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the CEO toresign at any time from her position with the PAEDC, subject only to the provision set forth in Section 1 5 of this Agreement. D. Salary The CEO will receive an annual base salary ("Annual Base Salary") of ONE HUNDRED AND EIGHTY THOUSAND AND 00/100($180,000)to be paid in installments at the same time as other employees of the PAEDC are paid. The PAEDC agrees to consider increasing Annual BaseSalary and/or other benefits of CEO in such amounts and to such an extent as FINAL 2 the Board may determine that is desirable to do so, on the basis of an annual performance evaluation and/or salary review of the CEO. Further. There shall be no increase in CEO's compensation without specific Board approval. E. Automobile Usage The CEOs duties will require that he use his personally owned automobile for PAEDC business. Board agrees to pay the CEO, during the term of this agreement, and in addition to his Annual Base Salary and benefits herein provided the sum of FIVE HUNDRED DOLLARS and No/ 100 ($500.00) per month as a taxable car allowance, payable with and not otherwise segregated from the CEO's periodic compensation payments. The CEO shall acquire and maintain an automobile during the term of this Agreement. The CEO shall be responsible for paying for liability, property damage and comprehensive insurance coverage upon such automobile and shall further be responsible for all expenses attendant to the purchase, operation,maintenance, repair and re lar replacement of said automobile. F. Vacation Leave&Sick Leave Vacation and Sick leave shall be calculated in accordance with the PAEDC City of Port Arthur Employee Manual as may be amended. From the Commencement Date, the CEO will be credited with two(2)weeks of vacation and ten(10)days of sick leave,which will be immediately available to the CEO to be used in accordance with the PAEDC City of Port Arthur Employee Manual CEO is encouraged to use their accrued vacation leave each year earned. CEO will be allowed to accumulate the maximum allowable under the Manual. Any request for carryover of Vacation Leave from one year to the next will require approval of the Board. The CEO shall accrue sick leave at the same rate as other PAEDC Employees. CEO shall accrue sick leave and accumulate the maximum allowable under the loelkManuel. CEO shall notify the Chair of the Board at least five(5)business days in advance of any Vacation leave to be used and designate such other employee, who is capable to temporarily carryout the duties of the Chief Executive Officer, as Acting Chief Executive Officer, and shall so inform, in writing, the Board of Directors. G. Insurance and Cell Phone 1. The CEO shall be covered by the same health, dental, and vision plans as all other PAEDC_employees, or such plans that are available through City. The coverage for CEO shall be in full force and effect ninety (90) days after the Commencement Date, including no waiting period for pre-existing conditions. The CEO's spouse and/or dependents will be eligible to enroll in the PAEDC's health, dental, and vision plans as all other employees. The PAEDC, through the City of Port Arthur("City") offers a two-tier insurance programwith Tier 1 being a Health Savings Account program and Tier 2 being a buy-up to the City's traditional PPO program. 100%of the premium for the CEO's health insurance coverage will be paid by PAEDC and 50%of the premium will be paid by PAEDC for spouse and dependent coverage if the CEO elects spouse/dependent coverage. FINAL 3 2. The CEO shall pay the amount of the premium due for any term life, accidental death and dismemberment insurance she selects. Also, the City provides $6,000 life insurance and $5,000 AD&D insurance to the CEO at no cost. Additional optional coverage is availablefor you and your dependents through payroll deductions. You, and your qualified dependents, will have access to the Employee Health Services Clinic, which providesurgent,minor,and wellness care,with no co-pay required upon hire. 3. The PAEDC agrees to provide the CEO with a mobile phone for PAEDC business. In addition to use for official business, such phone may be used for incidental personal use. At the conclusion of CEO' s employment with PAEDC, CEO agrees to return mobile phone provided for her use. H. Texas Municipal Retirement System and Deferred Compensation Contributions to Texas Municipal Retirement System(TMRS)are mandatory for all full time employees. The PAEDC agrees to allow and fund participation of the CEO in the Texas Municipal Retirement System. CEO contribution into the plan will be 5% of salary and the PAEDC will match that contribution on a 2:1 basis. I. Moving and Relocation Allowance The PAEDC will pay actual expense up to Seven Thousand Five Hundred Dollars($7,500) of theCEO's expenses for relocation, including but not limited to packing,moving of household goods,transportation to Port Arthur,Texas.The CEO shall provide receipts to PAEDC in order to be reimbursed. J. Termination and Severance Pay 1. In the event the Board decides to terminate CEO's employment during such time CEO iswilling and able to continue performing the duties of the Chief Executive Officer,then thePAEDC agrees to continue all salary and benefits in effect for CEO at the time of termination for a period equal to three (3) months full salary and an additional month for every 12 months of employment with the PAEDC from the Commencement Date to a maximum of six (6) months severance, plus the value of allvacation leave accrued by, or credited to,the CEO prior to the termination. 2. In the event that severance is paid to CEO, CEO must agree to contemporaneously executeand deliver to the PAEDC a full Release of any and all claims that he may have against theCity and PAEDC. The failure to execute and deliver such release shall nullify any obligation by the PAEDC to pay the severance. 3. In the event the Board terminates the CEO's employment because of the commission of anillegal act, including but not limited to, acts involving personal gain, corruption, misconduct or malfeasance in office, any misdemeanor (not Class C traffic offenses) felony, or violation of the PAEDC Bylaws, then the PAEDC shall have no obligation FINAL 4 whatsoever to pay any severance pay designated in this section. 4. If the CEO becomes permanently disabled because of sickness, physical or mental disability, so that the CEO will be unable to complete any of his duties under this Agreement with a reasonable accommodation as permitted by the Americans with Disabilities Act, the PAEDC has the option, consistent with applicable law, to terminate this Agreement upon 60 calendar days written notice of termination to the CEO. If so terminated,CEO shall be eligible for long term disability benefits provided to other PAEDC employees and the PAEDC shall have no obligation to pay any severance pay designated in this section. 5. Resignation. If the CEO terminates this Agreement by voluntary resignation of the position of Chief Executive Officer, the CEO shall give thirty (30) days notice in advanceunless the Board agrees otherwise in writing. If the Chief Executive Officer retires from full time public service with the PAEDC, the CEO shall provide three (3) months' advance notice. In the event the Chief Executive Officer dies while employed by the PAEDC under this Agreement, the CEO's designated in writing beneficiaries or those entitled to the CEO's estate shall be entitled to the CEO's earned salary, and any in-lieu payments for accrued vacation leave. K. Performance Evaluation It will be the responsibility of the CEO to work with the Chair and Board to develop performance criteria within three months of his Commencement Date.The Board must approve the performance criteria developed by the CEO and Board. The Board shall review and informally evaluate the performance of the CEO within six (6) months of commencement date and then formally evaluatethe CEO every September utilizing the performance criteria approved by the Board. The review of the CEO's performance shall be in writing and in accordance with criteria and format approved by the Board. The Board shall provide the CEO a reasonable and adequate opportunity to discuss with the Board and/or respond to the CEO's evaluation. The annual performance reviews and evaluations shall be reasonably related to the CEO's written job description and shall be based, inwhole or in part, on the performance criteria jointly developed and adopted by the Board and CEO. Adjustment of Base Salary, if any, based on the CEO's performance is at the sole discretion of the Board. Unless the CEO expressly requests otherwise in writing, except to the extent prohibited by or in material conflict with Applicable Laws and Authorities, the evaluation of the CEO shall at all times be conducted in closed session of the Board and shall be considered confidential to the maximum and full extent permitted by law.Nothing herein shall prohibit the Board or the CEO from sharingthe content of the CEO's evaluation with their respective legal counsel. L. Business Expenses PAEDC recognizes that certain expenses of a job-related nature are incurred by CEO, and hereby agrees to reimburse or to pay said expenses if CEO provides adequate documentation. The FINAL 5 PAEDC is hereby authorized to disburse such monies upon receipt of duly executed expense or petty cashvouchers, receipts, statements or personal affidavits. M. Professional Dues and Education The PAEDC agrees to budget for and pay for or reimburse membership dues in International Economic Development Council, the Southern Economic Development Council, and the Texas Economic Development Council or other' organizations as deemed appropriate, and for reasonable expenses incurred in the attendance at annual conferences and/or regional conferences necessary and desirable for the CEO's continued professional participation, growth, and advancement, and for the good of the PAEDC. Such reasonable expenses shall be defined as including conference registration fees, coach/economy air fares, hotel accommodations and meals in accordance with the PAEDC's travel policy. N. Indemnification Only To the extent it may be permitted by applicable law, including,but not limited to Texas Civil Practice &Remedies Code Chapter 102, the PAEDC does hereby agree to defend, hold harmless,and indemnify CEO from any and all demands, claims, suits, actions, judgments, expenses and attorneys' fees incurred in any legal proceedings brought against CEO in the CEO's individual orofficial capacity as an employee and as Chief Executive Officer,providing the incident(s), whichis (are) the basis of any such demand, claim, suits, actions,judgments, expenses and attorneys' fees,arose or does arise in the future from an act or omission of CEO, as an employee of the PAEDC, acting within the course and scope of the CEO's employment with the PAEDC; excluding, however, any such demand, claim, suits, actions, judgments, expenses and attorneys' fees for those claims or any causes of action where it is determined that the CEO committed official misconduct,or committed a willful or wrongful act or omission, or an act or omission constituting gross negligence, or acted in bad faith; and excluding any costs, fees, expenses or damages that would be recoverable or payable under an insurance contract, held either by the PAEDC or by theCEO. The selection of the CEO's legal counsel shall be with the mutual agreement of the CEO and the PAEDC if such legal counsel is not also PAEDC's legal counsel. PAEDC may compromise and settle any such claim or suit and may pay the amount of any settlement or judgment rendered thereon. This indemnification shall extend beyond and survive the termination of employment and the expiration of this Agreement. O. Hours of Work It is recognized that the CEO is expected to engage in the hours of work that are necessary to fulfillthe obligations of the position, must be available at all times, and must devote a great deal of timeoutside the normal office hours to the business of the PAEDC. In furtherance of this condition ofemployment, CEO shall, when not present in his office or PAEDC facilities, be available and on call, to attend his duties as though he was present. CEO shall, when on official leave status, designate such other employee, who is capable to temporarily carry out FINAL 6 the duties of the Chief Executive Officer, as Acting Chief Executive Officer, and shall so inform, in writing,the Mayor and PAEDC Board. The CEO will devote full time and effort to the performance of the duties of the Chief Executive Officer, and shall remain in the exclusive employ of the PAEDC during the Term of this Agreement, provided that, with the prior consent of the Board, the CEO may accept temporary, outside professional employment which will not in any way limit the performance of, or the CEO's availability for the performance of,the CEO's duties hereunder. P. Appropriations The Board has appropriated set aside and encumbered, and does hereby appropriate, set aside, and encumber, available and unappropriated funds of the PAEDC in an amount sufficient to fund andpay all financial obligations of the PAEDC pursuant to this Agreement. Q. Conflict of Interest Prohibition The CEO shall not,during the Term of this Agreement,individually,as a partner,joint venture, officer or shareholder, invest or participate in any business venture conducting business in the corporate limits of the City, except for stock ownership in a company whose capital stock is publicly held and regularly traded on any stock exchange,without the prior written approval of the Board. For and during the Term of the Agreement, the CEO shall,except for a personal residence or residential property acquired or held for future use as the CEO's personal residence, not investin any other real estate or property improvements within the City,without the prior written consent of the Board. R. General Provisions 1. Severability. In the event any one or more of the sections, provisions or clauses contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect,such invalidity,illegality or unenforceability shall not affect any other provision of this Agreement,but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. 2. Entire Agreement. This Agreement incorporates all the agreements, covenants and understandings between the PAEDC and the CEO concerning the subject matter hereof,and all such covenants, agreements and understandings have been merged onto this written Agreement. No other prior agreements or understandings, verbal or otherwise,of the parties or their agents shall be valid or enforceable unless embodied in this Agreement. 3. Amendment.This Agreement shall not be modified or amended except by a written instrument executed by the CEO and the duly authorized representative of the Board. 4. Governing Law. This Agreement shall be construed in accordance with, and governedby,the laws of the State of Texas. Venue shall lie exclusively in Jefferson County, Texas. FINAL 7 5. Savings Clause. If any term or provision of this Agreement, as applied to any party or to any circumstance, is declared by a court of competent jurisdiction hereof to be illegal, unenforceable or void in any situation and in any jurisdiction, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending provision in any other situation or in any other jurisdiction. The parties agree that the court making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision, todelete specific words or phrases or to replace any illegal, unenforceable or void term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. 6. Conflicts. In the event of any conflict between the terms, conditions and provisions of this Agreement and the Applicable Laws and Authorities, then, unless otherwise prohibited by law, the terms of this Agreement shall take precedence over the contraryprovisions of the Applicable Laws and Authorities during the term of this Agreement. IN WITNESS WHEREOF, the PAEDC Board of Directors, has caused this Employment Agreement to be signed and executed on its behalf by its Board President after being authorized to do so at a regular and duly posted meeting of the PAEDC Board of Directors, and the CEO has signed and executed this Agreement. Signed this the day of JANUARY, 2022. Port Arthur 4A Economic DevelopmentCorporation Darnell Anderson, Board President Jessica Carpenter Chief Executive Officer BOARD SECRETARY Jerry LaBove FINAL 8