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R-1977 - 12/14/2021 - AGREEMENTS - Resolutions Exhibits EMPLOYMENT AGREEMENT VILLAGE MANAGER THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into as of the 14th day of December, 2021 (hereinafter referred to as the "Effective Date"), by and between the Village of Oak Brook, DuPage and Cook Counties, Illinois, an Illinois municipal corporation (hereinafter referred to as the "Village") and Greg E. Summers (hereinafter referred to as the "Employee"). RECITALS WHEREAS, pursuant to Section 1-5-2A of the Village Code of the Village of Oak Brook (hereinafter referred to as the "Village Code"), the Village Manager shall be appointed by the Village President, with the advice and consent of the Village Board of Trustees; WHEREAS, after completing the interview process, the Village President on November 29, 2021 submitted the name of the Employee to the Village Board for appointment as the Village Manager at which time the Village Board unanimously concurred with the Village President in the appointment of Employee to the position of Village Manager; WHEREAS, the Employee by and through the execution of an Engagement Letter has accepted the appointment as Village Manager and the parties have further agreed that it is appropriate to document the terms and conditions of employment; WHEREAS, the Village and Employee agree that the terms and conditions as provided in this Agreement are appropriate for the employment of Employee as Village Manager; and WHEREAS, the Village President and Board of Trustees have determined that entering into this Agreement is in the best interests of the Village of Oak Brook. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth below, and other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged by the parties hereto, the Village and Employee hereby agree as follows: Section One - Recitals The recitals set forth above are hereby incorporated into and are deemed to be an integral part of this Agreement. Section Two —Village Manager Position and Appointment a) General. The Village agrees to employ the Employee as Village Manager effective January 1, 2022. The Employee accepts the employment as Village Manager and agrees to perform the functions and duties set forth in this Agreement and as further required and provided in the Village Code and the Illinois Municipal Code, and to otherwise perform the additional legally permissible and proper duties and functions as the Village President or the Village Board, by a majority vote of the Village Board, may from time to time assign. The Code of Ethics promulgated by the International City/County Management Association ("ICMA") is incorporated into this Agreement and made a part of this 1 Agreement. It is agreed that the ICMA Code of Ethics furnishes principles to govern the Employee's conduct and that the Village will respect Employee's compliance with such code during the term of this Agreement. b) Specific Duties and Responsibilities. The Employee will perform all reasonable duties and activities commonly associated with the Village Manager position, including, without limitation, the direction, supervision, and coordination of the administration of all departments, offices, and agencies of the Village, except as otherwise provided by law, and such duties as may be established by Village ordinance from time-to-time, including, without limitation, duties assigned to the Village Manager pursuant to Section 1-5A-1 et seq. of the Village Code. The Employee will engage in any and all other reasonable activities and will perform the other legal, permissible, and proper tasks that may be assigned to the Employee by the Village pursuant to this Agreement. All duties, activities, and additional or other assigned activities and tasks will be consistent with the Employee's background, training, and qualifications and within the range of tasks normally considered incidental to or implied by the Village Manager position. The Employee will report directly to the Village President and the Village Board and will generally prepare a weekly"Village Manager's report, and/or other reporting as necessary to document the Employee's activities and related Village matters. C) General Work Hours. Employee is employed as a salaried employee and must devote a great deal of time outside normal office hours to the business of the Village. At a minimum, the Employee's hours will include the hours during which the Village Hall administrative department is open to the public, plus such additional time as may be necessary to undertake and fulfill the duties of Village Manager, including attendance at all Village Board meetings, except in exceptional circumstances approved by the Village President. The Appointee will also be expected to attend various Village events, such as homeowner association meetings, the Taste of Oak Brook, business openings / ribbon cuttings and Village polo matches. d) Conflict of Interest. In no event will the Employee engage in any outside interest or income- producing endeavor that constitutes a conflict-of-interest under any applicable federal, state, or local statute, law, code, order, ordinance, rule, or regulation, including, without limitation, and as further set forth in the Village Code. e) Abide By Policies. The Employee will abide by all legally permissible and proper policies and decisions of the Village, whether now or hereafter existing. Section Three -Term; At-Will Employment; Termination; Resignation; Severance Pay a) General Nature of Employment. The term under this Agreement will be from January 1, 2022 to April 30, 2023. The Employee serves at the will of the Village. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the Village to terminate the employment of the Employee at any time subject only to the provisions set forth in this Agreement. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the Employee to resign at any time his position as Village Manager, subject only to the provisions set forth in this Agreement. b) Termination Without Cause; Severance Payment. In the event that the Village, without cause, desires to terminate this Agreement, the Village shall be required to provide Employee with thirty (30) days written notice. The Village will pay the Employee a severance payment (hereinafter referred to as the "Severance Payment") in the amount of twenty (20) weeks of Employee's base salary and in addition, Employer shall pay the Employer portion of the premiums for Employee's continued health insurance for a period of twenty (20) weeks after said termination. C) Termination For Cause. For purposes of this Agreement, "cause" shall exist (i) upon 2 conviction or a plea of nolo contendere of an offense damaging the integrity or reputation of the Village; or (ii) upon a finding by a court or by any administrative agency with competent jurisdiction of any malfeasance of office, moral turpitude, fraud, or misconduct under the statutes and laws of the State of Illinois or the Village Code that causes substantial harm to the reputation of the Village, regardless of whether the conduct requires removal from office; or (iii) upon the Employee's substantial and material failure to perform the Employee's duties under this Agreement or the applicable provisions of the Village Code or the Illinois Compiled Statutes. No Severance Payment will be due to the Employee if the termination of Employee's employment is for cause, as defined in this Subsection. The Village shall provide the Employee with five (5) days written notice of the Village's intent to terminate the employment of the Employee for cause. The notice shall provide the Employee with not less than seven (7) calendar days (hereinafter referred to as "Notice Period") to request a meeting with the Village (represented, as designated by the Village, by the Village President, the Village Board, a committee of the Village Board, and/or any other representatives designated by the Village). The meeting, if requested, shall take place within fourteen (14) calendar days immediately after the date of the notice. The meeting, if requested, will provide the Employee an opportunity to respond to the grounds identified by the Village for termination. The Village may, but will not be obligated to, provide the Employee an opportunity to cure the grounds for termination as identified by the Village. The Village will have the absolute right to terminate the employment of the Employee under this Subsection at any time after the Notice Period, if no meeting is requested, or at any time after the meeting. No Severance Payment shall be due to the Employee if termination of Employee's employment is as a result of the Employee's termination for cause. d) Resignation. In the event that the Employee voluntarily resigns his position with the Village, the Employee must first provide a minimum of sixty(60) days written notice unless the Village and the Employee agree otherwise. No Severance Payment shall be due to the Employee if termination of Employee's employment is as a result of the Employee's resignation as provided in this Subsection. e) Disability. Any disability that renders the Village Manager unable to perform his duties as required under this Agreement due to personal sickness, accident, injury, mental incapacity, or health status will be subject to the applicable provisions of the Village of Oak Brook Personnel Manual (hereinafter referred to as the "Personnel Manual"). No Severance Payment shall be due to the Employee if termination of Employee's employment is as a result of the Employee's disability unless otherwise agreed upon by the Village Board as additional benefit to the disability benefits provided for in the Village's Personnel Manual. f) Accrued and Unused Benefits. In the event that the Employee's employment is terminated as provided in this Agreement, the Employee will be compensated for any accrued and unused sick leave, vacation leave, holidays and other accrued benefits as provided in the Personnel Manual. g) Base Salary. The Village will pay the Employee an annual base salary of $182,000, payable in installments at the same time that other management level employees of the Village are paid. The Employee's compensation will be adjusted as the Village and the Employee may agree, and the range of potential salary increase shall not be less than that generally available for other non-union staff or department heads. Consideration for these adjustments shall be given by the Village not less than on an annual basis commencing from Employee's first date of employment, and prior to the end of each Additional Term of this Agreement. As part of consideration of increases or changes to the Employee's compensation under this Subsection, the Village will provide the Employee with a performance review utilizing reasonably objective and defined goals and 3 performance objectives. Annually, the Board and Employee shall define such goals and performance objectives that they determine are necessary and desirable for the proper operation of the Village, and shall further establish a relative priority among the various goals and objectives. These goals and objectives shall be reduced to writing and shall generally be obtainable within the time limitations as specified and the annual operating and capital budget and appropriations provided. Section Four— Insurance and Leave Benefits a) Insurance. The Village agrees to provide the Employee with all employee benefits and privileges (including health, dental, vision, and life insurance, Illinois Municipal Retirement Fund benefits in accordance with the Illinois Pension Code, vacations, sick leave) equivalent to that which is provided to all other "tier 2" management level employees of the Village of Oak Brook under the Personnel Manual. The Employee's group health insurance coverage shall commence immediately following the standard waiting period required under the Village's insurance plan documents. Recognizing that Employee's current insurance coverage will lapse as of December 31, 2021, the Village agrees that, in the event that Employee or his dependents have an emergent medical claim between the lapse of Employee's current insurance coverage and the enrollment in the Village's insurance plan, the Village shall pay Employee's COBRA premium as required for continuation of coverage. b) Leave. Immediately upon employment, the Employee shall be entitled to twenty(20) days of paid vacation annually, with Employee awarded the same twenty (20) days of paid vacation upon his annual anniversary date. Employee shall be permitted to carry over accrued but unused vacation time as permitted by Village Policy, but in no case shall Employee be permitted to carry over less than ten (10) accrued vacation days. The Parties acknowledge and agree that payment for any unused vacation days and/hours will be governed and paid in accordance with the Personnel Manual, except as governed above. The Employee will receive personal days, holidays, and accrue sick leave as provided in the Personnel Manual. C) Employee shall be entitled to participate in any other employee benefit plan or program provided by the Employer to other non-union employees or department heads in accordance with the Personnel Manual or other benefit plan or program regulations. Section Five—Automobile and Cell Phone Allowance a) Automobile Allowance. In addition to any other payments payable by the Village to the Employee under this Agreement, the Village will pay the Employee an additional $500.00 per month as a car allowance ("Car Allowance"). The Village will effect any applicable and appropriate income and other tax reporting and withholding to the Car Allowance, as may be required under applicable tax laws. The Employee will not be entitled to payment or reimbursement from the Village for any mileage, gasoline, auto insurance, maintenance, or other automobile-related expenses in addition to the Car Allowance. b) Cell Phone Allowance. In addition to any other payments payable by the Village to the Employee under this Agreement, the Village will pay the Employee an additional $50.00 per month as a cell phone allowance ("Cell Phone Allowance"). The Village will effect any applicable and appropriate income and other tax reporting and withholding to the Cell Phone Allowance, as may be required under applicable tax laws. Section Six— General Business Expenses 4 The Village will reimburse the Employee for all necessary and reasonable expenses incurred by the Employee in the performance of his professional duties and responsibilities as required pursuant to this Agreement, subject to the presentation of appropriate expense vouchers and supporting materials in accordance with the Village's applicable rules and policies and subject to review and approval by the Village. Section Seven — Professional Association Memberships and Conferences The Village will budget for and pay for (i) the reasonable costs of professional dues and subscriptions of Employee necessary for his continuation and full participation in national, state, and local associations and organizations which Employee and Employer mutually determine to be necessary and desirable for continued professional participation, growth and advancement, and (ii) other mutually agreed upon expenses for professional development. The Village will also pay for the Employee's travel (inclusive of registration, lodging, and meals) to two (2) overnight professional development conferences per year. The Village and the Employee will consult in advance regarding the Employee's attendance at other local seminars and professional development events. In no event shall the Village be required to pay for any conferences outside of the 48 contiguous states. Section Eight—Outside Activities The employment provided pursuant to this Agreement will be the Employee's sole employment. However, with the notification and approval of the Village Board, which approval will not be unreasonably withheld, the Employee may accept limited teaching and related opportunities so long as those opportunities do not interfere or conflict with the Employee's responsibilities and duties set forth in this Agreement. Section Nine—Confidentiality The Employee acknowledges that the Employee will have access to information which is not generally known outside the corporation known as the Village of Oak Brook ("Confidential Information"). Confidential Information does not include information in public documents or information that is generally in the public domain prior to disclosure. During his term of employment, and for five (5) years following the termination of employment, the Employee covenants and warrants that, without the prior written authorization of the Village, the Employee will not directly or indirectly use, divulge, furnish, or make accessible Confidential Information to any person, firm, government body or agency, or corporation other than persons, firms or corporations employed and/or retained by the Village in a fiduciary capacity, but instead will keep all Confidential Information strictly and absolutely confidential except as otherwise provided in this Agreement or as disclosure is required by law. If Employee is required to disclosure Confidential Information while the Employee remains bound by this Agreement, the Employee must provide the Village notice no less than five (5) business days prior to such disclosure. Section Ten — Property of the Village All business plans, financial data, reports, memoranda, correspondence, and all other documents pertaining to the current or prospective business of the Village are and will at all times remain the property of the Village. The Employee covenants that, upon the termination of employment, the Employee will not retain and will return to the Village all of the business plans, financial data or reports, memoranda, correspondence and all other documents pertaining to the current or prospective business of the Village. 5 Section Eleven — Indemnification Employer agrees to defend, indemnify, and hold harmless Employee from and against any and all claims, actions, suits, damages. Costs, expenses and liabilities, including all reasonable fees and expenses of attorney's selected by Employer to defend Employee, expert witnesses and consultants, court costs and fines, asserted against Employee or sought to be imposed on Employee and which arise directly or indirectly out of or in connection with his performance of the terms of this Agreement, provided Employee's actions or conduct giving rise to any such litigation or dispute were within the scope of the duties of Village Manager, but excepting from indemnification those claims, actions, suits, damages, costs, expenses and liabilities that arise from any willful or wanton conduct of the Employee. Section Twelve— Bonding Employer will pay the full cost of any fidelity or other bonds required of the Employee under law or ordinance. Section Thirteen — No Reductions Employer shall not, at any time during the term of this Agreement, reduce the salary, compensation, of other financial benefits of the Employee, except to the degree of such a reduction across the board for all employees of Employer. Section Fourteen — Notice Any notice required or permitted to be given pursuant to the Agreement will be in writing and shall be deemed given upon delivery of the notice in person or on the second day after posting by certified mail with postage prepared and with return receipt requested, addressed as follows to the party to whom the notice is given, unless modified in any notice subsequently given by that party: If to the Village of Oak Brook: Village of Oak Brook Village President 1200 Oak Brook Road Oak Brook, Illinois 60523-2255 If to the Employee: Mr. Greg E. Summers 10 N. Pine Avenue Arlington Heights, Illinois 60004 Section Fifteen - General Provisions a) Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the Village Manager employment and supersedes any prior written and oral 6 agreements and understandings pertaining to the Employee's employment. b) Amendments. No amendments, changes, modifications, alterations, or waivers of any provision of this Agreement will be valid unless made in writing, approved by the Village Board of Trustees, and signed by the parties. C) No Waiver. Any failure in the exercise of either party to enforce any provision of this Agreement will not prejudice the party's right to demand strict performance or enforcement of any future performance required under this Agreement. d) Assignment. This Agreement with respect to the Employee is personal in nature and the Employee may not assign this Agreement or any of the Employee's rights or obligations under this Agreement without the consent of the Village. e) Binding Effect. This Agreement is binding on the Employee and, pursuant to Illinois state statutes, this Agreement is binding on the Village and its successors and assigns. f) Governing Law. The execution, validity, construction, interpretation, performance, and enforcement of this Agreement is governed by the internal laws, but not the conflict of laws rules, of the State of Illinois. Nothing in this Agreement is intended to abrogate the Employee's obligations under Illinois law. g) Severability. In the event any term of this Agreement is held unconstitutional, illegal, invalid, or unenforceable, in whole or in part, by a court of competent jurisdiction, neither the validity of the remaining part of the term, nor the validity of any other terms of this Agreement will in any way be affected. h) No Third-Party Beneficiaries. No claim as a third-party beneficiary under this Agreement by any person, firm, or corporation shall be made, or be valid, against the Village or the Employee. i) Acknowledgements. The parties mutually acknowledge that they have entered into this Agreement voluntarily and have had an opportunity to have the Agreement reviewed by counsel of their choosing. j) Survival of Terms and Conditions. The Parties hereto understand and agree that the terms and conditions as set forth herein shall not survive the term of the Agreement unless agreed upon by the Parties, except as explicitly provided in Section Nine—Confidentiality which provisions shall survive the term of this Agreement. In the event that this Agreement terminates with no subsequent Agreement in place the terms and conditions of employment shall be those as set forth in the Village of Oak Brook Personnel Manual. k) Counterparts. This Agreement may be signed by the Parties in counterparts and shall be as binding as if signed together. Facsimile copies of the signed counterparts shall be deemed to be authentic and valid as an original of this Agreement. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed, effective as of the date first written above. Village Oak Brook- Employee: Gopal Lalmalani, Village President Greg It. Summers Attest: 1 a Charlotte Pruss, Village Clerk 7