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2016-188S:\Legal\Our pocuments\Ordina�icesU6\Ordinance-Campbell consulting agreement final.docx ORDINANCENO. ZO1C-1Sg AN ORDINANCE APPROVING A PROF�SSIONAL CONSULTING SERVICES AGREEMENT, WAIVER AND RELEASE CONCERNING EMPLOYMENT BETWEEN THE CITY OF DENTON AND GEORGE CAMPBELL; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, City Manager George Campbell ("Campbell") has had a distinguished career for over forty years in public service and has honorably served the great City of Denton, Texas for nearly ten years; WHEREAS, Campbell desires to resign from his position as City Manager of the City of Denton, Texas, and the City desires to accept such resignation as stated in the Professional Consulting Services Agreement, Waiver, and Release Concerning Employment attached as Exhibit A hereto and incorporated herein (the "Agreement"); and WHEREAS, in consideration of Campbell's dedication to and notable accomplishments at the City, the City desires to provide compensation for his separation and to engage the services of Campbell as a consultant so that the City can benefit froin Campbell's experience in aid of the transition process as stated in the Agreement. WHEREAS, the City Council finds that this Agreement is in the public interest; NOW, THER�FORE; THE COUNCIL OF THE CITY OF DENTON, TEXAS 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 the Professional Consulting Services Agreement, Waiver and Release Concerriing Employment attached as Exhibit A and authorizes the Mayor to execute said Agreement. SECTION 3. The City Council hereby authorizes the expenditures provided for in the Agreement attached hereto and incorporated herein. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval � ,�. � da of _ �� .w.�� , 2016. PASSED AND APPROVED this the �� m„�m ___� Y �.�..��. ._..n.. � ��, ,,. � � . , �U �. N �� . �� - �� , .o � �,�� ___ -,� �' � ��- � �,..,� ,�.�a.�....... _� �� "A� ��, r�� ~ � ATTEST: JENNIFER WALTERS, CITY SECRETARY �BY: �"!�„. ��.,�w :� �.�.. �.... �:�'�'�'F�f:1VED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY �� ;� B Y • �� ... � � �d �`,�, � . � � � �w,.� Page 2 s:\legal\our documents\contracts\16\agr-waivervrelease-campbell consulting agreement - clean„docx PROFESSIONAL CONSULTING SERVICES AGREEMENT, WAIVER, AND RELEASE CONCERNING EMPLOYMENT This Professional Consulting Services Agreement, i��i��r r��c.� ��1� �. Concermng Employment ("Agreement") is made and entered into as of 11�� of �� ,,,� 1e � 2016, by and between the City of Denton, a Texas Municipal Corporation, 1�tte�� at 215 E. McKinney St., Denton, Texas ("City") and George Campbell, the current City Manager of the City of Denton, Texas ("Campbell") (collectively, the "parties"). WHEREAS, Campbell has had a distinguished career for over forty years in public service and has honorably served the great City of Denton, Texas for nearly ten years; WHEREAS, Campbell desires to resign with an effective date of 11:59 p.m. on July 1, 2016 from his position as City Manager of the City of Denton, Texas, pursuant to the City Council's Resolution enacted on this the same date providing notice to Campbell of non-renewal of his Employment Agreement as the Ordinance authorizing the instant action on this Professional Consulting Services Agreement, Waiver, and Release Concerning Employment, and the City desires to accept such resignation as stated herein; and WHEREAS, in consideration of Campbell's dedication to and notable accomplishments at the City, the City desires to provide compensation for separation pursuant to that certain Employment Agreement dated October l, 2010, and amended May 5, 2015 ("Employment Agreement"); and WHEREAS, the City further desires to engage the services of Campbell as a consultant to provide consulting services for the City as described herein, after his Resignation Effective Date as defined herein, so that the City can benefit from Campbell's experience in aid of the transition process. NOW, THEREFORE, in consideration of the promises and mutual undertakings herein contained, the parties agree as follows: I. SEPARATION A. Resi n� ation. Campbell shall immediately offer and the City shall accept Campbell's resignation as City Manager of the City of Denton, Texas, which resignation shall be effective at 11:59 p.m. on July 1, 2016 ("Resignation Effective Date"). B. Compensation. The City agrees to pay Campbell the amount of Three Hundred Seventy-Six Thousand Two Hundred Ninety-Nine Dollars and 64/THS ($376,299.64), which is equivalent to the "Total Compensation" defined as the combined sum of Campbell's salary and the monetary value of all other benefits that Campbell was entitled to for one year as if the separation were involuntary pursuant to Sec. S.B. of the Employment Agreement, adjusted� for taxes and other withholdings and including vacation and sick leave accrued but unutilized as of close of business on July 1, 2016. The Total Compensation may be paid in a lump sum payment, or at Campbell's option, any portion of said Total Compensation made be paid into a deferred retirement plan or a simplified employee pension ("SEP"). Excluded from the Total Compensation amount stated s:\legal\our documents\contracts\16\agr-waiver-release-campbell consulting agreement - clean.docx herein is a payment in the amount of Thirty-Eight Thousand, Four Hundred Ninety-Four pollars and 76/THS ($38,494.76), made directly by the City to the City's life insurance carrier on Campbell's behalf, which is a benefit Campbell is also entitled to under Sec. S.B. of the Employment Agreement. The parties acknowledge that Campbell elected not to participate in the City's health insurance plan and instead received a sum that is also included in this calculation. This amount constitutes the Total Compensation to which Campbell is entitled under the Employment 'Agreement ("Total Compensation"). The Total Compensation shall be paid as a lump sum payment on ,D��l m'�� ?C� l.,�a. Since the separation is a voluntary resignation pursuant to a notice of non-renewal, Campbell agrees that such Total Compensation is contrary to the City's normal policy and to the Employment Agreement; and, in exchange for this valuable consideration, Campbell agrees to the release and waiver provisions in this Agreement. C C;"�t� Fa�°��Nt��. Campbell agrees to return to the City, not later than 48 hours from the effective date of his resignation, any software, equipment, or other City property in his possession and to immediately disconnect his personal computer from the City's information system. D. C'c�r�ii��riia��i�. The terms of this Agreement are confidential, to the extent that this Agreement may remain confidential under the law, and the parties agree not to publicize or disseminate the terms in any way, except as may be required by federal, state, or local law, including, but not limited to, the Texas Public Information Act, or to secure enforcement of the terms and conditions of this Agreement. E. ��r� ��m`�w�;��<t��a��i. To the extent allowed by law, the parties agree not to willfully disparage or denigrate the other party, orally or in writing. F. �."�a��°��lmc�rz�. Campbell represents and agrees that he has not filed any lawsuits or arbitrations against the City, or filed or caused to be filed any pending or unresolved charges or complaints against the City with any municipal, State, or federal agency charged with the enforcement of any law. To the fullest extent permitted by law, Campbell agrees not to assist or otherwise participate willingly or voluntarily in any claim, arbitration, suit, action, investigation, or other proceeding of any kind brought by a third party against the City, which relates to any matter that involves the City and that occurred up to and including the date of execution of this Agreement, unless required to do so by court order, subpoena, or other directive by a court, administrative agency, arbitration panel or legislative body or unless required to enforce this Agreement, or upon request of the City. IL CONSULTANCY TERMS A. `I'��r�� :�! �»��;��:�y��.c�7��t. The City hereby engages Campbell's professional city management consultant services, subject to the terms and conditions contained herein, for the period of July 2, 2016 through September 30, 2016, at the direction of the Interim City Manager ("Consultancy Term"). During the Consultancy Term, Campbell will make himself available during normal business hours for such projects that may be deemed advisable by the Interim City Manager. The scheduling of the consultation shall be by mutual agreement between Campbell and the City; however, the City is under no obligation to provide such projects. The Consultancy Term may be extended by mutual agreement of the parties. B. fm��x��m��x�k��r��. The City agrees to pay to Campbell for professional city management consultant services during the Consultancy Term, a total amount of Eighty-Nine Thousand, Six Page 2 of 6 s:\legal\our documents\cantracts\i6\agr-waiver-release�campbeli consulting agreement � c(ean.dacx Hundred Forty-One Dollars and 52/THS ($89,641.52) ("Consultancy Compensation"). Payment of this total amount shall be made in three monthly installments of Twenty-Nine Thousand, Eight Hundred Eighty Dollars and 51/THS ($29,880.51), payable on the 2°d of each month during the Consultancy Term with the last payment being made on September 2, 2016. The Total Compensation may be paid in a lump sum payment, or at Campbell's option, any portion of said Total Compensation made be paid into a deferred retirement plan or a simplified employee pension ("SEP"). Campbell acknowledges and agrees that he is an independent contractor under the terms of this Agreement, and the City will not deduct or withhold any applicable federal, state or local tax or employment withholdings or deductions resulting from this consultancy compensation. Campbell agrees that he is advised to consult with a financial advisor or tax accountant for the tax consequences or treatment of the Consultancy Compensation made pursuant to this Agreement. C�;�� i��..�. Campbell shall perform the city management consultant services with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. This Agreement does not preclude Campbell from performing consulting services for other clients during the Consultancy Term. Campbell shall comply with all federal, state, local laws, rules, regulations, and ordinances applicable to the professional services performed pursuant to this Agreement, as they may now read or may hereafter be amended. D. l"i��t�� 1��ira��. The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving one party's disagreement, may include the other party to the disagreement without the other's approval. III. MISCELLANEOUS PROVISIONS A. WAIVER AND RELFA�_F. BY CAMPBELL RELATED TO HIS _F_,MPi.QYMENT. CAMPBELL AGREES THAT THE TOTAL COMPENSATION AND CONSULTANCY COMPENSATION ARE GOOD AND VALUABLE CONSIDERATION TO WAIVE AND RELEASE, TO THE EXTENT ALLOWED BY LAW, ANY AND ALL CLAIMS HE HAD, NOW HAS, OR WHICH MAY BECOME KNOWN BY VIRTUE OF HIS EMPLOYMENT WITH, RESIGNATION FROM, OR UNDER THE EMPLOYMENT AGREEMENT AS AMENDED, INCLUDING WITHOUT LIMITATION, ANY CLAIMS AGAINST THE CITY, ITS OFFICERS, OFFICIALS, EMPLOYEES, AGENTS AND REPRESENTATIVES FOR BREACH OF CONTRACT, TORT, FIRST AND FOURTEENTH AMENDMENTS TO THE U.S. CONSTITUTION, 42 U.S.C. SECTION 1983, AND ANY AND ALL OTHER CLAIMS WHICH MIGHT ARISE UNDER LOCAL, STATE, OR FEDERAL FAIR EMPLOYMENT PRACTICES OR EMPLOYMENT BENEFIT LAWS, INCLUDING WITHOUT LIMITATION, WORKERS' COMPENSATION LAW, THE EQUAL EMPLOYMENT OPPORTUNITY ACT OF 1972, THE AMERICANS WITH DISABILITIES ACT OF 1990, AS AMENDED; THE EQUAL PAY ACT OF 1963, AS AMENDED, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, TEXAS PAYDAY & WHISTLEBLOWER LAWS, TITLE VII OF THE CIVIL RIGHTS ACT, THE FAMILY MEDICAL LEAVE ACT, AND THE TEXAS COMMISSION ON HUMAN RIGHTS ACT, AS AMENDED. CAMPBELL ALSO WAIVES ANY RIGHT Page 3 of 6 HE HAS UNDER THE CITY CHARTER OR UNDER ANY OTHER APPLICABLE LAWS INCLUDING A RIGHT TO A WRITTEN STATEMENT, NOTICE, OR TO A HEARING. B. WAIVER AND I�::�",T��V��"��, BY C � AMPBELL RELATED TO "�"M-I��: CONSULTANCY AGREEMENT. UPON THE EXPIRATION OF THE CONSULTANCY AGREEMENT, CAMPBELL AGREES TO EXECUTE A WAIVER AND RELEASE, SUBSTANTIALLY IDENTICAL TO III. A., ABOVE, AS RELATED TO CONDUCT OCCURRING DURING THE TERM OF THE CONSULTANCY WITH THE CITY. C. WAIVER AND 1��,�� BY CITY. CITY LIKEWISE WANES AND RELEASES CAMPSELL, TO THE EXTENT ALLOWED SY LAW, OF AND FROM ANY AND ALL CLAIMS CITY (OR ANY PERSON OR ENTITY CLAIMING TO ACT WITH OR UNDER THE AUTHORITY OF CI1'� HAD, NOW HAS, OR WHICH MAY BECOME KNOWN IN THE FUTURE, SY VIRTUE OF HIS EMPLOYMENT WITH OR RESIGNATION FROM CITY, INCLUDING UNDER THE EMPLOYMENT AGREEMENT AS AMENDED, STATUTORY OR COMMON LAW, THE CITY CHARTER, OR ANY OTHER LAW, REGULATION, RULE, OR ORDINANCE. D. 1��c��:�at��a��,. This Agreement may be revoked by Campbell for a period of seven (7) days following the execution of this Agreement. This Agreement shall not be effective or enforceable until the revocation period has expired. � E��`��r��el�w ��i��r.a,. Campbell agrees that he has been given a period of at least 21 days within which to consider this Agreement when this Agreement was originally submitted to Campbell. Campbell hereby waives any additional time to consider the Agreement other than the 21 day period, and the execution of this Agreement by Campbell prior to the end of the 21 day period shall constitute a waiver of the 21 day period as a whole. Campbell was given the opportunity to consult with an attorney as to this waiver and does so voluntarily. F. V�;�l��a�� ^� �:��:��t�t%��r.�. This Agreement has been entered into voluntarily and knowingly by Campbell, and he has read this Agreement and understands it. He has been given an opportunity to review it with an attorney, if he so desires. G. Venue. This Agreement shall be governed by the laws of the State of Texas. Venue for any action concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. H. l„^rrtii�� .�:��;�,�:��k;. The parties acknowledge and agree that there have been no substantial changes to this document since this offer has been made. This Agreement and the relevant parts of the Employment Agreement cited herein constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other oral or written representations, understandings or agreements relating to the subject matter hereof. I. Modification or Amendment. No modification of this Agreement or of any covenant, condition or limitation herein contained shall be valid unless in writing and duly executed by the party to be Page 4 of 6 s:Uegal\our documents\contracts\16\agr-waiver-release-campbell consulting agreement - clean.docx charged therewith and na evidence of any modification shall be offered or received in evidence in any praceeding arising between the parties hereta out of ar affecting this Agreement, ar the rights or obligations af the parties hereunder, unless SUCYI I110C11f1C2tldri 1S lri WTlilrig, duly executed. Na amendment of this Agreement shall be valid unless in writing and signed by bath parties. J. i-��cd��. The headings of this Agreement are for informatianal purposes anly and shall nat in any way affect the substantive terms or conditions of this Agreement. K. Authori . Each party represents that it is authorized to enter into this Agreement and that the individual executing tlus Agreement on behalf of the party, is authorized to enter inta this Agreement. s:\legal\our documents\contracts\16\agr-waiver-release-campbell consulting agreement - clean.docx I HAVE READ THIS AGREEMENT AND GENERAL RELEASE AND I UNDERSTAND ALL OF ITS TERMS. I ENTER INTO AND SIGN THIS AGREEMENT AND GENERAL RELEASE KNOWINGLY AND VOLUNTARILY, WITH FULL KNOWLEDGE OF WHAT IT MEANS. I ACKNOWLEDGE THAT BY SIGNING THIS AGREEMENT AND GENERAL RELEASE I GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS. IN WITNESS WHEREOF, the City of Denton, Texas has caused this Agreement to be ��a� by rts ��tul�^�^� Fr�a�l��r 1�� N��y��•, �.�a�c� �"ampbell has exc,„�u�ic,�c� ��is Agreement to be effective the ��c y�m day ol ,�........ ��. ��.�"�.�_,�� ...... � ?i�16 (the "Effecti�� i�:"'). � CITY OF i}�T'�'1�"f��, TEXAS �� ,� �� BY: ��" �� , � l �➢��« WA � �,'�� ........_. ...... �:;�1�. ATTEST: JENNIFER WALTERS, CITY SECRETARY �� . � BY: _� ��.�� . � .� �.��w........ � � T_ , � �1�'1'��(, "�'" _,�I:� AS J ��a��AL FORM: ANITA BURGESS, CITY ATTORNEY � �� „� � �, BY: � �..... mm� ��°�� ---- �—, _ _ �� _ �� ..� � ~�" � � ,�� . ( , � CA�IVIPBEI, W" �,..��.;�;.�� ,".�� GN�� .�1��."1.�� L STATE OF TEXAS COUNTY OF DENTON On 1��. ,ew.... da of �� y �� , 2016, before me, the undersigned, personally �.�� c� �°" �� , ��w�� , personally known or proved to me to be the individual whose name is ��a�a��t•ik��' to the above instrument and he/she acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual executed this instrument. �re �� ti ��4�� , �� _ � � ��.�� ... , ��„��d�� "��d%"' 1•� '�.�Mfl��h�l��l� W�'& b� re��m��a��a�� '�"� "�'��;�"'�n �� . o- ��" e w� ,p � �m��"�u'��. �.�.��' '��-�� '� �'��r ��; ��uar�m�^""° �'��"�� "� � "� �"��u�� .II�iNlli@�Iu�liliWVllWNiiWI. ."�mw�IIIIIIB'NW ✓�•�� ml��w�,+.�"�� .. � �,� �� w _: �"�.�� ~�� ..._.�. ��,�_�� ,�.. .. � ��t��ri�� '��.�� a�:, State of Texas Page 6 of 6 C1T5° c�r �� 215 E. McKINNEY • DENTON, TEXAS 76201 •(940) 349-8307 • FAX (940) 349-8596 �.�. �.� �._.�. � �.......... �.......�...........� __.....�.... CITY MANAGER'S OFFICE June 21, 2016 Honorable Mayor and City Council Members City of Denton Texas 215 E. McKinney St. Denton, TX 76201 Dear Mayor and Council Members: This letter is submitted to you as my letter of resignation, to become effective at 11:59 p.m. July 1, 2016 and pursuant to the City Council's adoption of: a) A Resolution directing Mayor Chris Watts to notify me that my Employment Agreement, approved by ordinance no. 2010-250 on October 5, 2010 and as amended on May 5, 2015 by ordinance no, 2015-144, will not be renewed beyond its term ending September 30, 2016, a copy of which notice signed by Mayor Watts is attached hereto and; b) An ordinance of the City approving a Professional Consulting Services Agreement, Waiver and Release concerning employment between the City of Denton and George Campbell Both such resolution and ordinance were approved at a regular City Council meeting on June 21, 2016. It has been my privilege and honor to serve the Citizens of Denton as their City Manager for nearly ten years and to have worked alongside the incredibly conscientious and dedicated employees of the City of Denton organization. The many Citizens who have volunteered their time and talent to serve on the City Council during that time have done so with the genuine interests oi Denton Citizens in mind and have clearly worked to make Denton the great City that it is today. Thank you for the privilege of serving. ��a�� •� 9� µ ��p � ��. �� ;� �'`�"�.�� .� � ,��„� �� ....�_ ... 4��aaa��c� � i�'��p��^il City Manager "Dedicated fo Quality Service" www. cityofdenton. com