Canton, Massachusetts · Saved source text

Town Administrator - FY17-19

Budgets & Finance · Fiscal year 2017 · Record 3fb0bcfbb9d5c5b045

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AMENDMENT TO AGREEMENT BETWEEN
THE TOWN OF CANTON AND
CHARLES J. ASPINWALL
JUNE 6, 2017

Whereas, the Town of Canton, acting by its Board of Selectmen (Board), and Charles J. Aspinwall (Mr.
Aspinwall) entered into an agreement dated May 25, 2016 for the provision of Mr. Aspinwall’s services as
Town Administrator of the Town of Canton; and,                                                                        .

Whereas, the Board desires to amend the agreement relative to the provision of vacation benefits; and,
Whereas, Mr. Aspinwall has accepted the proposed change to vacation benefits;

Now therefore, the signatories hereto agree to amend section 8.(b). of the agreement
as follows:

Insert the following sentence in Section 8.(b) after the fourth sentence, which ends with the words, “....
until January 1, 2017.”:

“Effective July 6, 2017 and annually thereafter, the Town Administrator shall be granted on his
anniversary date, twenty-five (25) vacation days for each Contract Year covered by the Agreement.”

Further, wherever the words “... maximum of twenty (20) such days ...” appear in Section 8.(b), the words
shall be deleted and replaced with the words, “... maximum of twenty-five (25) such days...”

For the Town,                                                    For Mr. Aspinwall,

(bab A Ar

SECTION 7. HOURS OF WORK) 75+ neg  bp

The Town Administrator will devote his full time and attention to the business of the
Town and will not engage in any other business during normal working hours, except
with the express approval of the Board. The Town Administrator shall notify the Board
of the circumstances of any employment outside of normal working hours that he shall
perform during the term of this Agreement. Any such outside employment shall not
conflict with the performance and discharge of the Town Administrator's duties and
responsibilities and shall not be in violation  of the’ Conflict of Interest Law,

Massachusetts General Laws Chapter 268A.

SECTION 8. HEALTH INSURANCE, VACATION, HOLIDAYS, SICK LEAVE, OTHER
LEAVE, OTHER BENEFITS

(a) The Town shall  provide  the Town Administrator with group health  insurance/life
insurance on the same terms and conditions on which such insurance is provided to other
managerial employees of the Town, including but not limited to premium contributions,

coverage, and plan options.

(6) The Town Administrator shall be entitled to twenty (20) vacation days for each Contract
Year covered by this Agreement. Vacation days shall be earned and accrued at the rate of
one and two thirds (1.67) days per month in each Contract Year, The Town Administrator
will be credited with ten (10) vacation days upon his date of hire. The Town
Administrator will not begin to accrue additional vacation time until January 1, 2017.
Such vacation days may be used by the Town Administrator subject to prior approval by
the Board, which approval shall not be unreasonably withheld based on the Board’s
determination of the needs of the Town. Accrued, unused vacation days may be carried

‘a               over from Contract Year to Contract Year during the term of this Agreement, up to a
:              maximum of twenty (20) such days. Upon termination of the Town Administrator’ s
employment for any reason, the Town Administrator shall be paid for (1) accrued, unused

vacation days which have been carried over from the previous Contract Year, up to the

maximum of twenty (20) such days allowed under this Agreement, and (2) any vacation

days which have been earned and accrued, but not yet used, in the Contract Year of

termination, up to the maximum of twenty (20) such days, for a maximum total of forty

(40) days. In no event shall the foregoing payment exceed forty (40) accrued, unused

vacation days, which assumes the Town Administrator has taken no vacation days in the

_ Contract Year of termination. In addition, the Town Administrator shall be granted sick

days, which sick days shall be earned and accrued at the rate of one and one-quarter

(1.25) days per month during the term of this Agreement. The Town Administrator will

be credited with thirty (30) sick days upon his date of hire. The Town Administrator

will not begin to accrue additional sick days until January 1, 2017. There shall be no right

of buyback regarding such accrued, unused sick days upon the termination of this

Agreement.

(c). The Town Administrator shall receive three (3) days of personal leave during each
Contract Year. Such days shall not accrue and shall not carry over from one Contract Year
to the next. The Town Administrator shall receive up to three (3) days of bereavement
leave for a death in his immediate family, which shall be defined as including a spouse,
in-law, parent, step-parent, grandparent, sibling, child, or in-law’s spouse.

(d) All provisions of law of the Commonwealth of Massachusetts relating to retirement,
health insurance, and other-fringe benefits shall apply to the Town Administrator as they
generally apply to other employees of the Town, in addition to said: benefits enumerated

(                 herein specifically for the benefit of the Town Administrator, except as  otherwise

provided in this Agreement.

EMPLOYMENT AGREEMENT
BETWEEN
TOWN OF CANTON
AND
TOWN ADMINISTRATOR

THIS AGREEMENT ("Agreement"), is made and entered into this May 24, 2016, by
and between the Town of Canton, Massachusetts, a municipal corporation ("Town"), acting by
and through its Board of Selectmen ("Board"), and Charles J. Aspinwall ("Town
Administrator").

WITNESSETH

WHEREAS, the Town desires to employ the services of said Charles J. Aspinwall as
Town Administrator of the Town of Canton;

WHEREAS, the Board, under Massachusetts General Laws Chapter 41, Section 108N,
may contract with the Town Administrator for such services;

WHEREAS, it is the desire of the Board to contract for the salary and benefits and to
define and establish certain conditions of employment and set working conditions of said Town
Administrator;

WHEREAS, it is the desire of the Board to obtain the services of said Charles J.
Aspinwall as the Town Administrator, and to provide inducement for him to remain in such
employment;

WHEREAS, said Charles J. Aspinwall agrees to accept such employment as the
Town Administrator of the Town of Canton;

NOW, THEREFORE, in consideration of the foregoing, and the mutual promises, terms,
conditions, agreements and covenants contained herein, the parties agree as follows:

SECTION 1. FUNCTIONS AND DUTIES OF THE TOWN ADMINISTRATOR

(a) The Town hereby employs said Charles J. Aspinwall as Town Administrator to perform the
duties usually and customarily performed by a Town Administrator in accordance with the Job
Description attached hereto as Exhibit A. The Town Administrator shall be responsible for the
day to day management of the municipal departments of the Town subject to the general
supervision and policy direction of the Board. The Selectmen shall retain sole authority to
execute contracts on behalf of the Town, unless the Board of Selectmen by an express vote
delegates such authority to the Town Administrator. The Town Administrator shall perform,
faithfully and to the best of his ability for the Board and the Town, all duties and responsibilities
of a Town Administrator generally imposed by or implied from the laws of the Commonwealth
of Massachusetts, including, but not limited to, the Town's Bylaws, the Board's policies, other
applicable laws, rules and/or regulations, customs and practices within the Commonwealth of
Massachusetts, and such other functions, duties and responsibilities as from time to time may
now or hereafter be assigned to the Town Administrator by the Board or the Town Meeting. The
Town Administrator hereby agrees to perform such duties in a timely and efficient manner,
consistent with applicable professional standards.

(b) The Town Administrator represents that his application and resume submitted to the
Board in pursuit of the position of Town Administrator is complete and accurate.

(a)

(b)

(c)

(a)

(b)

(c)

(b)

(c)

SECTION 2. TERM

This Agreement shall become effective upon signature by the parties with an employment
start date of July 6, 2016 and shall be in full force and effect for a period of three (3)
years, to and including July 5, 2019, unless earlier terminated under the provisions of this
Agreement.

In the event of the death of the Town Administrator while this Agreement is in effect, this
Agreement shall terminate effective on the date of said death.

In the event that the Town Administrator is unable to perform the essential functions of
the Town Administrator position, with, when applicable, reasonable accommodation as
required by law, for a period of six (6) months or more, this  Agreement shall
immediately terminate. In the event of a dispute og the Town Administrator's
ability to perform the essential functions of the position, the Board acting in its sole
discretion may retain an independent medical expert to perform an examination and
evaluation. Any expense for such medical examination and evaluation that is not covered
by the Town Administrator's health insurance shall be paid for by the Town.

SECTION 3. COMPENSATION

Each twelve-month period during the term of this Agreement shall be a “Contract Year”,
For Contract Year 1 (July 6, 2016 — July 5, 2017), the Town shall pay the Town
Administrator for services rendered under this Agreement an annual alay of One
Hundred Seventy-Five Thousand ($175,000) Dollars.

For Contract Year 2 (July 6, 2017 — July 5, 2018) the Town shall pay the Town
Administrator for services rendered under this Agreement an annual salary of One
Hundred Seventy-Eight Thousand ($178,500) Five Hundred Dollars. For Contract Year 3
(July 6, 2018 — July 5, 2019), the Town shall pay the Town Administrator for services
rendered under this Agreement an annual salary of One Hundred Eighty-Two Thousand
and Seventy ($182,070) Dollars.

For the purposes of the Fair Labor Standards Act, the parties hereto agree that the Town
Administrator is an "exempt employee."

SECTION 4. TERMINATION AND SEVERANCE PAY

(a) The Board may terminate the employment of the Town Administrator at any time for just

cause. Upon termination for just cause under the provisions of this paragraph, the parties will
only be obligated to the extent explicitly agreed to hereunder, and the remainder of this Agreement
shall be void and without recourse of the parties. For purposes of this Agreement “just cause” is
defined as the Town Administrator's commission of a crime, violation of G.L. c. 268A, §§ 1, et
seq., embezzlement, fraud, conduct  involving moral turpitude, willful or reckless failure to
perform his duties as Town Administrator, physical or mental incapacity to perform the essential
functions of the position with or without reasonable accommodation, or insubordination regarding
directives by the Board, whether or not such acts are committed in the course of the Town
Administrator’s employment with the Town. In the event of termination for just cause the
Town shall have no obligation to pay the Town Administrator for anything other than
wages which have been earned and are due.

The Town Administrator may be terminated by the Town for any reason other than just
cause at any time, before expiration of the aforesaid term of employment. In that event,
the Town agrees to pay a lump sum cash payment of six (6) months salary.

The termination of the Town Administrator under this Section shall not interfere with any

(d)

(e)

(a)

(b)

rights or obligations that the Town Administrator may have under state or federal law
with respect to retirement benefits and/or the continuation of group health insurance
benefits at the Town Administrator's expense.

The Town Administrator shall not be entitled to severance pay in the case of
non-reappointment or non-renewal of this Agreement.

The Board may suspend the Town Administrator for just cause, at any time during the term
of this Agreement.

SECTION 5. RESIGNATION

The Town Administrator may voluntarily terminate this Agreement and resign from the
position of Town Administrator before the expiration date of this Agreement at any time.
The Town Administrator agrees to give the Board sixty (60) days written notice prior to
the effective date of his resignation, unless otherwise agreed by the parties in writing. The
Town Administrator's pay, compensation, expenses and benefits shall cease on the
effective date of his resignation, unless sooner terminated under the provisions of this
Agreement, subject to any rights or obligations that the Town Administrator may have
under state or federal law with respect to retirement benefits and/or the continuation of
group health insurance benefits at the Town Administrator's expense. The Town
Administrator shall not be entitled to severance pay if he resighs from office.

SECTION 6. TOWN ADMINISTRATOR PERFORMANCE EVALUATION

The Board shall review and evaluate the Town Administrator once each year. Said review
and evaluation shall take place between June | and July 1 of each Contract Year and shall
be based on the goals and objectives developed by the Board jointly with the Town
Administrator, as referenced in paragraph 6(b), below. The Chairman of the Board shall
provide the Town Administrator with a summary written statement of the evaluation
findings of the Board and shall provide an adequate  opportunity for the Town
Administrator to discuss his evaluation with the Board.

On an annual basis, the Board, will work jointly with the Town Administrator, to define
the goals and objectives which the Board determines to be necessary for the proper
operation of the Town. The Board shall determine the criteria for attainment of such
goals. These criteria shall be reduced to writing and shall to the extent feasible and
reasonable include, but not be limited to, budgetary and financial administration;
personnel administration; supervision of subordinates and leadership; staff development;
employee and labor relations; relations between Town government and the public; policy
development and execution; interaction and communication with the Board; relations
between Town government and other local and state governmental bodies. The goals and
objectives established under this section 6(b) shall generally be attainable within
reasonable time limits specified by the Board or within the limits of the annual operating
and capital budgets of the Town.

SECTION 7. HOURS OF WORK

The Town Administrator will devote his full time and attention to the business of the
Town and will not engage in any other business during normal working hours, except
with the express approval of the Board. The Town Administrator shall notify the Board
of the circumstances of any employment outside of normal working hours that he shall
perform during the term of this Agreement. Any such outside employment shall not
conflict with the performance and discharge of the Town Administrator's duties and
responsibilities and shall not be in violation of the Conflict of Interest Law,
Massachusetts General Laws Chapter 268A.

SECTION 8. HEALTH INSURANCE, VACATION, HOLIDAYS, SICK LEAVE, OTHER

(a)

(b)

(c)

(d)

LEAVE, OTHER BENEFITS

The Town shall provide the Town Administrator with group health insurance/life
insurance on the same terms and conditions on which such insurance is provided to other
managerial employees of the Town, including but not limited to premium contributions,
coverage, and plan options.

The Town Administrator shall be entitled to twenty (20) vacation days for each Contract
Year covered by this Agreement. Vacation days shall be earned and accrued at the rate of
one and two thirds (1.67) days per month in each Contract Year. The Town Administrator
will be credited with ten (10) vacation days upon his date of hire. The Town
Administrator will not begin to accrue additional vacation time until January 1, 2017.
Such vacation days may be used by the Town Administrator subject to prior approval by
the Board, which approval shall not be unreasonably withheld based on the Board’s
determination of the needs of the Town. Accrued, unused vacation days may be carried
over from Contract Year to Contract Year during the term of this Agreement, up to a
maximum of twenty (20) such days. Upon termination of the Town Administrator’s
employment for any reason, the Town Administrator shall be paid for (1) accrued, unused
vacation days which have been carried over from the previous Contract Year, up to the
maximum of twenty (20) such days allowed under this Agreement, and (2) any vacation
days which have been earned and accrued, but not yet used, in the Contract Year of
termination, up to the maximum of twenty (20) such days, for a maximum total of forty
(40) days. In no event shall the foregoing payment exceed forty (40) accrued, unused
vacation days, which assumes the Town Administrator has taken no vacation days in the
Contract Year of termination. In addition, the Town Administrator shall be granted sick
days, which sick days shall be earned and accrued at the rate of one and one-quarter
(1.25) days per month during the term of this Agreement. The Town Administrator will
be credited with thirty (30) sick days upon his date of hire. The Town Administrator
will not begin to accrue additional sick days until January 1, 2017. There shall be no right
of buyback regarding such accrued, unused sick days upon the termination of this
Agreement.

The Town Administrator shall receive three (3) days of personal leave during each
Contract Year. Such days shall not accrue and shall not carry over from one Contract Year
to the next. The Town Administrator shall receive up to three (3) days of bereavement
leave for a death in his immediate family, which shall be defined as including a spouse,
in-law, parent, step-parent, grandparent, sibling, child, or in-law’s spouse.

All provisions of law of the Commonwealth of Massachusetts relating to retirement,
health insurance, and other fringe benefits shall apply to the Town Administrator as they
generally apply to other employees of the Town, in addition to said benefits enumerated
herein specifically for the benefit of the Town  Administrator, except as otherwise
provided in this Agreement.

(e) The following shall be recognized as paid holidays on the day on which they are observed:
New Year’s Day, Martin Luther King Day,  Washington’s Birthday/Presidents Day,
Patriots’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s
Day, Thanksgiving Day, day before Christmas (noon dismissal), and Christmas Day. If any
of the foregoing holidays falls on a Saturday, the preceding Friday will be considered the
holiday for purposes of this Agreement. If any of the foregoing holidays falls on a Sunday,
the ensuing Monday will be considered the holiday for purposes of this Agreement.

(f) For each Contract Year during the term of this Agreement the Town shall provide
payment to the Town Administrator of $350 for enrollment in an approved health club
facility.

SECTION 9. PROFESSIONAL DEVELOPMENT

Subject to budget availability for such expenditures and prior approval by the Board, the
Town may pay the reasonable expenses of the Town Administrator  incurred for
professional development related to his employment as Town Administrator, consisting
of membership in appropriate professional associations and/or attendance at appropriate
conferences, seminars, programs or meetings. Such membership and/or attendance shall
not unreasonably interfere with the performance of the Town Administrator's duties and
responsibilities.

SECTION 10. AUTOMOBILE AND OTHER EXPENSES

The Town Administrator shall use his own, private motor vehicle for all Town business.
Town shall reimburse the Town Administrator for all mileage and parking incurred in the
performance of his official duties and responsibilities under this  Agreement, in
accordance with IRS regulations. Such reimbursement shall not apply to mileage incurred
by the Town Administrator for his usual commute between his residence and his office in
the Town. With the sole exception of job-related mileage and parking as set forth herein,
the Town Administrator shall bear all expenses and costs of owning and operating his
motor vehicle, including, without limitation, fuel, repairs, registration, and insurance, and
shall not seek reimbursement of any such expenses or costs.

SECTION 11. INDEMNIFICATION

(a)   The Town shall indemnify, save and hold harmless the Town Administrator from
personal financial loss, all damages and expenses, including legal fees and costs, to the
full extent allowed by, and in accordance with the limitations, restrictions and conditions
set forth in Massachusetts General Laws Chapter 258 for claims made against him arising
out of the performance of his duties and responsibilities as Town Administrator. This
obligation shall survive the termination of this Agreement with respect to such claims
provided that they are based on acts by the Town Administrator in the scope of his
employment hereunder and that such acts occur prior to the termination of this
Agreement.

(b) The Town shall not be required to indemnify, hold harmless, or defend the Town
Administrator for violation of any civil rights if he acted in a willful, or malicious manner
or for any claims arising out of conduct which is outside the scope of his duties or for any
claims bicsigs are the result of the Town Administrator’s willful, criminal or malicious
misconduct.

(c)

(d)

(e)

(f)

(a)

Should, subsequent to his service as Town Administrator, the Town call or summons the
Town Administrator to provide information about or testify as to actions that took place
during his tenure as Town Administrator, the Town Administrator agrees that, if called
upon or summonsed, he will cooperate.

The Town may compromise and settle any claim or suit and will pay the amount of any
settlement or judgment rendered thereon without recourse to the Town Administrator, to

the extent that the Town is obligated to indemnify, save and hold harmless the Town
Administrator under this Section.

This Section shall survive any termination of this Agreement with respect to covered
acts based on conduct which occurred during the term of this agreement.

The Town shall cover the Town Administrator under a public liability insurance policy.

SECTION 12. NOTICES

Notices pursuant to this Agreement shall be sent by certified mail, return receipt
requested, by the United States Postal Service addressed as follows:

TOWN:                                            Chairman of the Board of Selectmen

Town of Canton
Memorial Hall
801 Washington Street, Canton, MA 02021

TOWN ADMINISTRATOR:                      Charles J. _

(b)
(©)

(d)

(a)

Alternatively, notices required hereunder may be personally served.

Notice shall be deemed as given as of the date of personal service or as of the date of
receipt of such written notice as provided by the United States Postal Service, as
applicable.

The Town Administrator agrees to provide the Board with his current address, both
mailing and residential, and telephone numbers.

SECTION 13. TOWN MEETING APPROVAL

The financial obligations called for by this Agreement are subject to appropriation by
Town Meeting. The Board agrees to support and to take reasonable action to obtain
funding for the financial obligations of the Town under this Agreement, including
requesting an appropriation by Town Meeting or funding from other available sources.

SECTION 14. MISCELLANEOUS

This Agreement constitutes the entire agreement of the parties hereto and may not be
altered, amended or modified, except by an agreement in writing, signed by all parties,

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)
G)

and specifically referring to this Agreement. This Agreement supersedes all prior and
contemporaneous oral and written agreements and discussions between the parties hereto.
The parties hereto each represent and acknowledge that in executing this Agreement they
do not rely, and have not relied, upon any representation or statement made by the other
party or the other party's agents, representatives or attorneys with regard to the subject
matter, basis or effect of this Agreement.

This Agreement is made and entered into in the Commonwealth of Massachusetts, and
shall in all respects be interpreted, enforced and governed under the laws of said
Commonwealth. The parties hereto agree that the terms and conditions of this Agreement
shall be construed as a whole, according to their fair meaning, and that the Agreement
shall not be strictly construed against either party.

If any cause of action arising out of, under, or in relation to, this Agreement is available,
such action shall be brought exclusively in a state court of competent jurisdiction in
Norfolk County, Massachusetts, to the exclusion of any other court, and the Parties
voluntarily and expressly agree to submit to the jurisdiction of such court.

This Agreement shall be binding on and inure to the benefit of the Town's successors and
assigns and the Town Administrator's heirs, representatives, agents, designees, assigns,
executors and administrators.

If any provision, or any portion thereof, contained in this Agreement is determined by a
court of oe eg jurisdiction to be unconstitutional, invalid or unenforceable, the
remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be
affected thereby, and shall remain in full force and effect. In the event of a conflict
between this Agreement and the Massachusetts General Laws or the Town's Bylaws, the
payee of the Massachusetts General Laws or the Town's Bylaws (as applicable) shall
control.

A failure by any party at any time to require performance of any provision of this
Agreement shall not waive, affect, diminish, obviate or void in any way that party's right
to require performance of the same, or any other, provision(s) of this Agreement at any
time thereafter.

The paragraph headings in this Agreement are for reference p     ses only, and shall not
be deemed to affect the substantive meaning or interpretation of this Agreement.

This Agreement may be executed in any number of counterparts each of which
counterparts, when executed and delivered, shall be deemed to be an original, and all of
which counterparts, taken together, shall constitute but one and the same instrument.

Each term of this Agreement is contractual and not merely a recital.

The Parties will execute all such further and additional documents as shall be reasonable,
convenient, necessary or desirable to carry out the provisions of this Agreement.

IN WITNESS HEREOF, the Town of Canton, Massachusetts has caused this Agreement
to be signed and executed in its behalf by its Board of Selectmen and duly attested by its
Town Clerk, and the Town Administrator has signed and executed this Agreement, both
in duplicate. All parties execute this Agreement as a Sealed Instrument.

TOWN OF CANTON
ARD OF SELECTMEN

TOWN ADMINISTRATOR

lla 9 _

EXHIBIT A
TOWN ADMINISTRATOR (2016)

insert job description

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