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2010-250FILE REFERENCE FORM 2010-250 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials First Amendment to Employment Agreement - Ordinance No. 2015-144 05/05/15 J R S:1Legal\Our pocumentsl0rdinancesll0lCampbel( 2010 Ord.doc ORDINANCE NO. 2010-250 AN ORDINANCE APPROVING AN EMPLOYMENT AGREEMENT FOR THE CITY MANAGER AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT SETTING THE COMPENSATION AND TERMS OF THAT EMPLOYMENT; AUTHORIZING EXPENDITURES AND ACTIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on September 19, 2006, the City Council approved an employment agreement with George C. Campbell as City Manager by Ordinance No. 2006-256, which agreement was amended effective May 1, 2007 pursuant to Ordinance No. 2007-126 (the "Agreement"); and WHEREAS, the City Council desires to continue the employment of George Campbell as City Manager for the City of Denton; and WHEREAS, the City Council finds that this Ordinance is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The City Council hereby approves an Employment Agreement for the City Manager and authorizes the Mayor, or his designee to execute the Agreement on behalf of the City. SECTION 3. The City expenditures provided for in the Agreement are hereby authorized. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. � PASSED AND APPROVED this the J' day of �� , 2010. ; �� � � , � � �. /�,,; `� ,, �`� �.-��� �.-.. _._� i � /l MARK A. BURROUGI�S,.�AYOR �_ ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APP VED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r BY: �„ � � STATE OF TEXAS COUNTY OF DENTON Employment Agreement This Employment Agreement (this "Agreement") is made and entered into this 1 st day of October 2010 by and between the City of Denton, Texas, a Texas municipal corporation (the "Employer") and George C. Campbell (the "Employee"), with the Employer and the Employee sometimes being referenced collectively in this Agreement as the "Parties." Witnesseth: Whereas, the City Council of the City of Denton (the "Council") and the Employee desire to amend that certain written Employment Agreement dated the St" day of June, 2007, as amended, to continue the employment services of the Employee as City Manager of the City of Denton; and Whereas, it is the desire of the Council to: (1) secure and retain the services of the Employee and to provide inducement for him to remain in such employment; (2) malce possible full work productivity by assuring the Employee's morale and peace of mind with respect to future security; and (3) act as a deterrent against malfeasance or dishonesty for personal gain on the part of the Employee; and Whereas, the Employee desires to continue employment as City Manager of said City of Denton, Texas as a Council appointee; and Whereas the Parties acicnowledge that the Employee is a member of the International City/County Management Association (ICMA) and that the Employee is subject to the ICMA Code of Ethics; Now, therefore, in consideration of the mutual covenants herein contained, the Parties agree as follows: SECTION 1. DEFINITIONS In this Agreement, the following words and phrases shall have the following meanings: Citv means the City of Denton, Texas. Commencement Date means October 1, 2010. Extended Term means any one-year time period, or any part thereof, during which this Agreement remains in full force and effect as a result of any automatic renewal of the terms of this Agreement. PAGE 1 OF 7 Initial Term means the iive-year time period beginning on the Commencement Date and ending on September 30, 2015, during which this Agreement shall be in full force and effect if not earlier terminated in accordance with the provisions of this Agreement. Involuntary Separation has the meaning assigned in Section S,D. of this Agreement. Salary means the monetary amount stated in Section 6,A. of this Agreement that the Employee is entitled to as an annual base salary—or, if no longer current, then the monetary amount that the Employee is currently entitled to as an annual base salary as approved by the Council—and does not include the value of any other benefit of employment or other amount. Termination Date means the date upon which this Agreement terminates under any applicable provision of this Agreement, Total Compensation means the combined sum of the Employee's Salary and the monetary value of a11 other benefits that the Employee is entitled to under this Agreement and otherwise as an Employee of Employer. SECTION 2. DUTIES The Employer hereby continues to engage the employment services of the Employee as City Manager of the City to perform the functions and duties specified by the Denton Home Rule City Charter (the "City Charter"), the Code of the City of Denton, Texas (the "City Code"), the laws of the State of Texas, and all other applicable laws, and to perform other legally permissible and proper duties and functions as the Employer shall from time to time assign. SECTION 3. TERM A. The Initial Term of this Agreement is five years beginning on the l st day of October 2010 and ending on the 30th day of September 2015. B. Unless the Council—at least 30 days before the expiration of the Initial Term—gives the Employee written notice of non-renewal, the terms of this Agreement shall automatically renew for one Extended Term. Unless the Council—at least 30 days before the expiration of an Extended Term once commenced—gives the Employee written notice of nonrenewal, the terms of this Agreement shall automatically renew for an additional Extended Term, C. This Agreement may be terminated before the expiration of the Initial Term or before the expiration of any subsequent Extended Term by the Employer or the Employee under any applicable provision of this Agreement, If the Employer terminates this Agreement, it must do so either by: (1) following the procedures set forth in Section 4 of this Agreement; or (2) providing a notice of non-renewal in accordance with Section 3.B. of this Agreement. The Employee may terminate this Agreement by providing at least 30 days written notice to the Employer before the date designated by the Employee for termination. PAGE 2 OF 7 SECTION 4. INVOLUNTARY SUSPENSION/REMOVAL The Employer may suspend or remove the Employee but only if at least 30 days before the suspension or removal shall become effective, the Council shall by a majority vote of its members adopt a preliminary resolution stating the reasons for removal. Employee may reply in writing and may require a hearing at a public meeting of the Council, which shall be held not earlier than 20 days and not later than 30 days after the filing of such request. The hearing may be held in executive session, at the option of the Council, unless Employee requests the hearing be held in open session in accordance with Tex. Gov't Code §551.074. Pending such hearing, the Council may suspend Employee from duty, but may not suspend or reduce the Employee's Salary. After such hearing or public hearing, if one be requested, and after full consideration, the Council by majority vote may adopt a final resolution of removal or reinstatement. This Agreement shall be deemed to terminate on the effective date of a final resolution of removal. SECTION 5. SEPARATION AND SEVERANCE PAY A. Upon Involuntary Separation occurring during the Initial Term, the Employee shall be entitled to a lump sum severance payment equal to a full year of the Employee's Total Compensation. B. Provided that the Employee remains at all times employed as Employer's City Manager for the entire Initial Term of this Agreement, the Employee shall thereafter be entitled to receive a full year of the Employee's Total Compensation upon Involuntary Separation, except in the event such Involuntary Separation is due to any of the reasons set forth in Section S.C. of this Agreement, in which case the Employer shall not be obligated to pay and the Employee shall not be entitled to receive any amount as severance payment. C. Notwithstanding Section S.A., Section S.B., or any other provision of this Agreement, the Employer shall not be obligated to pay and the Employee shall not be entitled to receive any amount as severance payment if the Employee's separation from employment is due to the Employee having been convicted of any felony offense or any non-felony offense involving: (1) maral turpitude; or (2) an illegal act(s) resulting in personal gain to the Employee. D. "Involuntary Separation" means the Employee's: (1) removal by the Council under Section 4 of this Agreement; (2) separation by the Council's act of non-renewal of the Initial Term as set forth in Section 3.B. of this Agreement; or (3) the Employee's resignation upon the Council's reduction or threatened reduction in the Employee's Salary or other financial benefits in a greater percentage than a coinciding across-the- board reduction for all City employees. If Employee resigns upon such a reduction, the calculation of the amount of any severance pay due and owing under this Agreement shall be based on the amount of the Employee's Total Compensation immediately before any such reduction. PAGE 3 OF 7 SECTION 6. SALARY A. For the services rendered as the Employer's City Manager, the Employer agrees to pay Employee an annual base salary of $222,560 payable in installments at the same time as other employees of the Employer are paid. All provisions of the City Charter, City Code, and Council-adopted Rules and Regulations relating to the vacation and sicic leave, retirement and pension system contribution, holidays, and other fringe benefits and worlcing conditions as they now exist or hereafter may be amended, shall apply to Employee as they would to other employees of the City, which benefits include health insurance, long-term disability insurance, retirement under the Texas Municipal Retirement System, and other benefits as provided to other Council appointees of the City, However, the Employee may elect to not participate in the Employer's health insurance plan, in which case the Employee will be entitled to an additional sum of up to $8,000 annually, which will be paid in installments at the time the Employee's Salary is paid. B. In addition, Employer agrees to increase the Employee's Salary and/or other employment benefits to such extent as the Council may determine within the approved budget that it is desirable to do so on the basis of an annual performance review of the Employee made at the same time as similar consideration is given other Council appointees. SECTION 7. PERFORMANCE EVALUATION A. The Council shall review and evaluate the performance of the Employee at least once annually during the time set aside each year for the performance review of other Council appointees. Said review and evaluation shall be in accordance with specific criteria developed jointly by Employee and Employer. Said criteria may be added to or deleted from as the Council and Employee shall agree. B. Annually, the Council and Employee shall define such goals and performance objectives which they determine necessary for the proper operation of the City of Denton, Texas, and in the attainment of the Council's policy objectives and shall further establish a relative priority among those various goals and objectives. SECTION 8. HOURS OF WORK It is recognized by both Employer and Employee that the duties of City Manager require a great deal of time outside of normal office hours. It is also recognized by the Parties that Employee is required to devote the amount of time and energy necessary to carry out those duties with the highest amount of professionalism possible. That being the case, the Parties recognize that Employee may choose to talce personal time off during business hours when it is appropriate and when the Employee's duties a11ow, Although this personal time off is not considered vacation, neither is it to be considered as compensatory time for time spent by Employee in carrying out the Employee's duties outside of normal office hours, as the Parties agree that the Employee must devote the amount of time necessary to fulfill those duties. The Council will consider the Employee's use of personal time off during the performance evaluation. PAGE 4 OF 7 SECTION 9. OUTSIDE EMPLOYMENT/ACTIVITIES While employed under this Agreement, the Employee agrees to remain in the exclusive employ of the City and neither to accept other employment nor to become employed by any other employer. Employee is entitled to devote whatever amount of time the Employee feels is appropriate under the circumstances to the pursuit of teaching, counseling, consulting, writing or other non-employer connected business outside of normal business hours of the Employer, provided that this does not conflict or interfere with the Employee's duties as City Manager, and provided that Employee first notifies the Council Appointee Performance Review Committee that the Employee intends to engage in such activity and same is approved by the Chair of the Committee. SECTION 10. AUTOMOBILE The Employee is required to be on call for 24-hour service, so therefore, must have access to a vehicle for City business. Employer shall grant to the Employee a car allowance of $1,200 per month for providing such vehicle, The Employee shall be responsible for the purchase maintenance, insurance, taxes, etc. for said vehicle. The monthly allowance will be considered for increase during the performance evaluation process. The Employer also agrees to reimburse Employee for mileage for out-of-county travel associated with City business at the current IRS rate for mileage reimbursement in accordance with the then current City Travel Reimbursement Policy for City employees with car allowances. SECTION 11. RETIREMENT A. Employer agrees to execute all necessary agreements provided by the International City/County Management Association — Retirement Corporation (ICMA-RC) for Employee's participation in said ICMA-RC retirement plans. Employer further agrees to contribute a total of 10% of Employee's Salary to ICMA-RC's 457, 401A plans, and/or another approved deferred compensation plan. All sums contributed to said plans shall be in addition to Employee's Salary. Employer also agrees to allow Employee to contribute whatever portion of the Employee's Salary the Employee deems appropriate to said plan, including "catch-up" provisions. B, Employer agrees to pay the percentage of the cost of Employee's participation in the TMRS retirement program, in accordance with Employer's current policy for other executive-level employees. C. If the Employee retires pursuant to a qualified retirement plan, or is permanently disabled during the term of this Agreement, the Employee shall be compensated for the sick leave, vacation leave, holidays, and other benefits then accrued or credited to the Employee in accordance with Employer's current policies for compensation for these benefits, and, at the Employee's option, shall be permitted to continue to participate in the City's health insurance plan on the same basis as other retirees from the City are permitted to do so, or, if such other retirees are not permitted to do so, at the cost of the Employee. PAGE 5 OF 7 SECTION 12. DUES, MEMBERSHIPS AND SUBSCRIPTIONS Employer agrees to budget and to pay for the professional dues, memberships and subscriptions of Employee necessary for the Employee's continuation of full participation in national, regional, state and local associations and organizations necessary and desirable for the Employee's continued professional participation, growth and advancement as City Manager, and for the good of the Employer in amounts that are approved by the Council in the annual budget for the General Government. SECTION 13. PROFESSIONAL DEVELOPMENT Employer hereby agrees to budget for and to pay the full travel, participation, and subsistence expenses of Employee for professional and official travel, meetings and occasions adequate to continue the professional development of Employee, and to adequately pursue necessary official and other functions for Employer, including but not limited to the Annual Conference of International City/County Management Association, any Texas Association of City Management meetings, and other such national, regional, state and local groups and committees thereof which Employee serves as a member in the amounts approved by the Council in the annual budget for the City Manager — Administration, SECTION 14. BONDING Employer shall bear the full cost of any fidelity or other bonds that may be required of the Employee under any law or ordinance. SECTION 15. OTHER TERMS AND CONDITIONS OF EMPLOYMENT A. The Council, upon recommendation of the Council Appointee Performance Review Committee and in consultation with the Employee, shall fix any such other terms and conditions of employment as it may determine from time to time, relating to the performance of Employee, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, the City Charter or any other law, and are memorialized by a written amendment to this Agreement. B. All provisions of the City Charter and the City Code, and regulations and rules of the Employer relating to vacation and sick leave, retirement and pension system contributions, holiday, and other fringe benefits and working conditions as they now exist or hereafter may be amended, also shall apply to Employee as they would to other employees of the Employer in addition to said benefits enumerated specifically for the benefit of Employee. SECTION 16. GENERAL PROVISIONS A. The text herein shall constitute the entire agreement between the Parties, and shall supersede and replace any previous agreement(s) between the Parties regarding the subject matter of this Agreement. PAGE 6 OF 7 B. This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of Employee. C. If any provision, or any portion, thereof, contained in this Agreement is held unconstitutional, invalid, or unenforceable, the remainder of this Agreement, or portion thereof, sha11 be deemed several, sha11 not be affected and shall remain in force and effect. D. The venue of any litigation involving this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. SECTION 17. APPROPRIATIONS The Employer agrees that it will appropriate, set aside and encumber funds of the City in an amount sufficient to fund and pay all financial obligations of the City pursuant to this Agreement, including, but not limited to the severance pay, Salary and benefits set forth and described herein. SECTION 18. EFFECTIVE DATE This Agreement shall take effect on October 1, 2010. IN WITNESS WHEREOF, the Mayor as duly authorized by the Council and on behalf of the City of Denton, has signed and executed this Agreement and the Employee has signed and executed this Agreement, both in duplicate, the day and year first above written. OF DEN�'ON, TEXAS j ' �. '` � t� -��� ��: `' `- �- MARK A� BURROU�'iH , MAYOR ATTEST: J IFER W TERS, CITY SECRETARY � GEORGE C. CAMPBELL CITY MANAGER PAGE7OF7