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HomeMy WebLinkAboutPR 24904: APPROVING A AGREEMENT WITIH KRYSTLE VILLARREAL MULLER AS CHIEF EXECUTIVE OFFICER OF THE PAEDC p���r*emu R INTEROFFICE MEMORANDUM Date: April 15, 2026 To: The Honorable Mayor and City Council Through: Ronald Burton, City Manager From: Krystle Muller, Interim CEO Port Arthur EDC RE: PR 24904 - A resolution approving an Agreement with Krystle Villarreal Muller for Professional Services & Employment as Chief Executive Officer of the Port Arthur Economic Development Corporation Introduction: The intent of this Agenda Item is to seek City Council's approval of an Agreement with Krystle Villarreal Muller for Professional Services & Employment as Chief Executive Officer of the Port Arthur Economic Development Corporation. Background: The PAEDC Board of Directors currently has a vacancy for the position of Chief Executive Officer("CEO"). Krystle Villarreal Muller has served as Interim CEO for the Corporation as of August 2025. The Board has offered the position of CEO to Ms. Krystle Villarreal Muller, and would like to enter into an Agreement with Ms. Villarreal Muller 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 Krystle Villarreal Muller for Professional Services & Employment as Chief Executive Officer of the City of Port Arthur Economic Development Corporation. P.R. No. 24904 4/15/2026 KVM RESOLUTION NO. A RESOLUTION APPROVING AN AGREEMENT WITH KRYSTLE VILLARREAL MULLER FOR PROFESSIONAL SERVICES & EMPLOYMENT AS CHIEF EXECUTIVE OFFICER OF THE PORT ARTHUR ECONOMIC DEVELOPMENT CORPORATION WHEREAS,the Port Arthur 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 experienced a vacancy in the position of CEO since July, 2025; and WHEREAS, Krystle Villarreal Muller was appointed Interim Chief Executive Officer in August 2025 and has satisfactorily fulfilled the duties of the CEO since that time; and WHEREAS, the Board finds that an employment agreement negotiated between the Board, on behalf of the PAEDC, and Krystle Villarreal Muller as the candidate for the position of 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 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 Krystle Villarreal Muller 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 regular Board meeting of April 6, 2026, the Board approved an Agreement with Krystle Villarreal Muller for Professional Services and Employment as Chief Executive Officer of the PAEDC; and WHEREAS, Krystle Villarreal Muller has agreed 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 Krystle Villarreal Muller 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., 2026, at a Meeting of the City Council of the City of Port Arthur,Texas, by the following vote: AYES: Mayor Councilmembers NOES: Charlotte Moses,Mayor Page 2 ATTEST: Sherri Bellard, City Secretary APPROVED: Kryst a illarreal Muller,Interim PAEDC CEO APPRO AS TO ORM: Guy Goodson, PAE Attorney APPROVED AS TO FORM: Roxann Pais Cotroneo, City Attorney APPROVED AS TO AVAILABILITY OF FUNDS: 60Q)/, ' Lynda Boswell, Finance Director Page 3 Exhibit A Agreement for Professional Services and Employment as PAEDC Chief Executive Officer Page 4 AGREEMENT FOR PROFESSIONAL SERVICES & EMPLOYMENT AS CHIEF EXECUTIVE OFFICER OF THE PORT ARTHUR ECONOMIC DEVELOPMENT CORPORATION THIS EMPLOYMENT AGREEMENT is made and entered into this the day of , 2026, by and between the PORT ARTHUR ECONOMIC DEVELOPMENT CORPORATION (hereinafter referred to as the "PAEDC"), and KRYSTLE MULLER(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"); 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; 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; WHEREAS,Board desires to employ Krystle Muller as Chief Executive Officer for the Port Arthur Economic Development Corporation; 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, Krystle Muller desires to accept employment as CEO of the Port Arthur Economic Development Corporation 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: 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 Charter, all relevant City 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 1 shall be appropriate to and consistent with the professional role and responsibility of the Chief Executive Officer position. 2. DUTIES. The Board does hereby employ Krystle Muller as Chief Executive Officer in accordance 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. REASSIGNMENT. The CEO cannot be reassigned from the position of Chief Executive Officer to another position without the Board's prior written consent. 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 May 6,2026(the"Commencement Date")and end on November 1,2026. However,the Board may extend this Agreement thereafter. 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 to resign at any time from her position with the PAEDC, subject only to the provision set forth in Section J, Paragraph 1 of this Agreement. If the Board fails to extend the Agreement for an additional term, CEO shall have the opportunity to return to the role as Deputy Director of the EDC. D. Salary The CEO will receive an annual base salary ("Annual Base Salary") of ONE HUNDRED AND FORTY THOUSAND AND 00/100 ($140,000.00) to be paid in installments at the same time as other employees of the PAEDC are paid.The PAEDC agrees to consider increasing Annual Base Salary and/or other benefits of CEO in such amounts and to such an extent as 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 #2540763 2 -. - -- +on The CEOs duties will require that she use her personally owned automobile for PAEDC business. Board agrees to pay the CEO, during the term of this Agreement, and in addition to her Annual Base Salary and benefits herein provided the sum of NINE HUNDRED DOLLARS and No/ 100 ($900.00) 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 regular replacement of said automobile. F. Vacation Leave& Sick Leave Vacation and Sick leave shall be calculated in accordance with the PAEDC Personnel Policies Handbook(Handbook) as may be amended or as may be excepted under the terms of this Contract. 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 Personnel PAEDC Personnel Policies.CEO is encouraged to use their accrued vacation leave each year earned. CEO will be allowed to accumulate the maximum allowable under the Handbook. 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 Handbook. 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 carry out 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 sixty(60)days after the Commencement Date,including no waiting period for pre-existing conditions. The Manager'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 program with Tier 1 being a Health Savings Account program and Tier 2 being a buy-up to the City's traditional PPO program. 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$6,000.00 life insurance and $5,000.00 AD&D insurance to the CEO at no cost. Additional optional coverage is available for you and your dependents through payroll deductions. You,and your qualified dependents, will have access to the Employee Health Services Clinic, which provides urgent, 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. #2540763 3 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 1. 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. Termination 1. 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 advance unless 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 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. J. Performance Evaluation It will be the responsibility of the CEO to work with the Chair and Board to develop performance criteria within three(3)months of her 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 evaluate the CEO as to whether to extend the Agreement for an additional term. 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 sharing the content of the CEO's evaluation with their respective legal counsel. K. 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 PAEDC is hereby authorized to disburse such monies upon receipt of duly executed expenses or petty cash vouchers, receipts, statements or personal affidavits. L. 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 #2540763 4 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. M. Indemnification 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 or official capacity as an employee and as Chief Executive Officer, providing the incident(s),which is(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 the CEO. 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 will compromise and settle any such claim or suit and 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. N. Hours of Work It is recognized that the CEO is expected to engage in the hours of work that are necessary to fulfill the obligations of the position,must be available at all times,and must devote a great deal of time outside the normal office hours to the business of the PAEDC. In furtherance of this condition of employment, CEO shall, when not present in her office or PAEDC facilities, be available and on call, to attend her duties as though she was present. CEO shall, when on official leave status, designate such other employee, who is capable to temporarily carry out the duties of the Chief Executive Officer, as Acting Chief Executive Officer, and shall so inform, in writing, the Mayor and PAEDC Council. 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. O. Appropriations #2540763 5 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 and pay all financial obligations of the PAEDC pursuant to this Agreement. P. 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 Council. 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 invest in any other real estate or property improvements within the City,without the prior written consent of the Council. Further, the CEO shall not participate in, own, or be employed by a consulting company during term as CEO. Q. 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 Council. 4. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Texas. Venue shall lie exclusively in Jefferson County, Texas. 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,to delete specific words or phrases or to replace any illegal, unenforceable or void term or #2540763 6 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 contrary provisions 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 MAY 6, 2026. PORT ARTHUR ECONOMIC DEVELOPMENT CORPORATION Morris Albright, Board President Krystle Muller, Chief Executive Officer BOARD SECRETARY: Jerry LaBove #2540763 7