22-49822-498ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON APPOINTING A CITY MANAGER;AUTHORIZING THE MAYOR TO EXECUTE AN EMPLOYMENT AGREEMENT SETTINGTHE COMPENSATION AND TERMS FOR THE CITY MANAGER; PROVIDING FOR THE
EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council desires to employ Sara Hensley as the City Manager, and
Sara Hensley desires to accept employment with the City of Denton as the City Manager; and
WHEREAS, the City Council finds that the appointment of Sara Hensley as the City
Manager and that approval of the attached Employment Agreement are in the best interest of theCity of Denton; NOW, THEREFORE:
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDArNS :
SECTION 1. The findings and recitations contained in the preamble of this ordinance are
incorporated into the body of this ordinance.
SECTION 2. The City Council hereby approves the appointment of Sara Hensley as City
Manager for the City of Denton.
SECTION 3. The City Council hereby authorizes the Mayor to execute an Employment
Agreement setting forth the compensation and terms for the City Manager on behalf of the City.
SECTION 4. The City expenditures provided for in the Agreement are hereby authorized.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
The motion tO approve this ordinance was made by QuI he t+'C/ and
seconded by n t isbn jn csa 1 F,_ , the ordinance was passed and approved bythe following vote K -
Aye
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NJa ' Abstain Absent
Gerard Hudspeth, Mayor:
Vicki Byrd, District 1 :
Brian Beck. District 2:
Jesse Davis. District 3 :
Alison Maguire, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the iit d,y ,f M',cl . 2022
r-GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
1B!IIb III(r :
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APPROVED AS TO LEGAL FORM:MACK REINW AND. CITY ATTORNEY
BY:
Employment Agreement
Table of Contents
Section 1: Term................................................................................................................................. 1
Section 2: Duties ....._________._________.____.____.________________________________. I
Section 3: Compensation................................................................................................................ 1
Section 4: Health, Disability, and Life Insurance and Other Benefits ._______._____. I
Section 5: Vacation, Sick, and Military Leave......................................................................... 2
Section 6: Automobile .................................................................................................................... 2
Section 7: Retirement .___________._______.____________________.__________.___.____ 2
Section 8. General Business Expenses...................................................................................... 3
Section 9. Involuntary Termination..........................................................................................4
Section 10. Severance __..____.____._________.__.____________________.___.__.___.____. 5
Section 11. Resignation .___________.____.__.___________.____.__.__._____.___._______. 6
Section 12. Hours of Work............................................................................................................ 6
Section 13. Ethical Commitments .___________._____._______„_________.____________ 7
Section 14. Outside Activities...................................................................................................... 7
Section 15: Indemnification......................................................................................................... 8
Section 16: Bonding........................................................................................................................ 8
Section 17: Other Terms and Conditions of Employment................................................. 8
Section 18: General Provisions................................................................................................... 8
Section 19. Performance Evaluation......................................................................................... 9
Employment Agreement
This Employment Agreement (this “Agreement”), made and entered into this the
of , 2022 (the “Effective Date”), by and between the City of Denton, a
Texas municipal corporation (hereinafter called “Employer”), and Sara Hensley
(hereinafter called “Employee”), both of whom understand and agree as follows:
Section 1: Term
This Agreement shall remain in full force and effect from the Effective Date until
terminated by the Employer or Employee as provided in this Agreement.
Section 2: Duties
A. Employer employs the Employee as City Manager to perform the duties specified
in the City of Denton Charter (“Charter”) and City of Denton Code of Ordinances
(“Ordinances”) and the job description, and to perform other legally permissible and
proper duties and functions of the position.
B. All duties assigned to the Employee by the governing body shall be appropriate to
and consistent with the professional role and responsibility of the Employee.
Section 3: Compensation
A. Base Salary: Employer agrees to pay Employee an annual base salary of Two
Hundred Seventy-Five Thousand and no/100 Dollars ($275,000.00) and as set
year to year by the City Council in the future, payable in installments at the same
time that the other employees of the Employer are paid.
B. This Agreement shall be automatically amended to reflect any salary increases that
are provided or required by the Employer's compensation policies to include all
salary increases on the same basis as applied to (a) other Council appointees, and
(b) cost of living adjustments to full-time non-civil service employees.
C. In addition, consideration shall be given on an annual basis to an increase in
compensation.
Section 4: Health, Disability, and Life Insurance and Other Benefits
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A.The Employer agrees to make available medical, vision, dental and other benefits
and working conditions for the Employee and his/her dependents on the same basis
as which such benefits are made available to other full-time employees of the City
of Denton, in addition to any benefits specifically enumerated in this Agreement for
the benefit of Employee.
B. The Employer agrees to provide term life insurance for the Employee on the same
basis of base salary percentage as it provides to other City directors and above.
The Employee can name the beneficiary of the life insurance policy.
Section 5: Vacation, Sick, and Military Leave
Employee shall accrue sick leave and vacation leave on an annual basis, at a
minimum, at the same rate as other regular full-time non-civil service employees of the
City of Denton, except that Employee will receive an additional 40 hours of paid
vacation leave. There shall be no cap on accruals of either sick leave or vacation
leave, and all accrued, unused vacation leave and sick leave shall be paid to Employee
at Employee’s then-current rate upon separation or retirement. The Employee shall be
entitled to military reserve leave time pursuant to applicable law and policy.
Section 6: Automobile
The Employer agrees to pay to the Employee, during the term of this Agreement and
in addition to other salary and benefits herein provided, the sum of Seven Thousand
Two Hundred Dollars ($7,200) per year, payable monthly, as a vehicle allowance to be
used to purchase, lease, or own, operate and maintain a vehicle. The Employee shall
be responsible for paying for liability, property damage, and comprehensive insurance
coverage upon such vehicle and shall further be responsible for all expenses attendant
to the purchase, operation, maintenance, repair, and regular replacement of said
vehicle. The Employer shall reimburse the Employee at the IRS standard mileage rate
for any business use of the vehicle beyond the greater DFW area. For purposes of this
Section, use of the car beyond the greater DFW area is defined as travel to locations
outside a fifty (50) mile radius of the City of Denton limits.
Section 7: Retirement
Employee will continue enrollment in the Texas Municipal Retirement System
(“TM RS”). Employer agrees to make all TMRS contributions on the Employee’s behalf,
including the amount normally deducted from the wages of an employee as well as the
Employer’s share.
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In addition to the base salary paid by the Employer to Employee and the amount paidto TMRS on behalf of Employee, Employer agrees to pay an amount (consistent with
the IRS regulations) as determined by the Employer, but equal to at least six percent(6%) of Employee’s base salary into a retirement plan offered by the City of Denton
and designated by the Employee on the Employee’s behalf. From time to time, at the
Employer’s sole discretion as it deems necessary and appropriate (consistent with IRS
regulations), the Employer may increase the amount paid into a retirement plan offered
by the City. However, if six percent (6%) exceeds the allowable contribution for the
Employee under law, the Employer shall contribute an amount that is equal to
maximum contribution under law and the remainder shall be paid to the Employee in a
lump sum as taxable compensation. The Employer shall adopt a qualified 401(a)
defined contribution plan for the Employee. The 401 (a) plan shall be established as an
employer-paid plan with contributions by the Employer. The 401(a) plan shall be
established under a written plan document that meets the requirements of the IRS
Code and such document is hereby incorporated herein by reference. The funds for
the 401 (a) plan shall be invested in such investment vehicles as are allowable under
the IRS Code and the Employee shall make the sole determination as to how the funds
are invested.
Employee may participate in the 457 deferred compensation plan to the same extent
as all other employees.
If Employee retires pursuant to a qualified retirement plan, Employee 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 Employee.
Section 8. General Business Expenses
A Employer agrees to budget and pay for professional dues and subscriptions of the
Employee necessary for continuation and full participation in national, regional,
state, and local associations, groups, organizations, and committees necessary
and desirable for the Employee’s continued professional participation, growth, and
advancement, and for the good of the Employer. Employer further agrees to pay
reasonable expenses associated with participation at the functions of such
organizations.
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B. Employer also agrees to budget and pay for distance learning programs and travel
and subsistence expenses of Employee for short courses, institutes, and seminars
that are necessary for the Employee’s professional development and for the good
of the Employer.
C. Employer recognizes that certain expenses of a non-personal but job-related nature
will be incurred by Employee, and agrees to reimburse or to pay for those general
expenses. These expenses may include meals where Employer business is being
discussed or conducted and participation in social events of various organizations
when representing the Employer. These expenditures are subject to annual budget
constraints as well as state and Employer ethics and purchasing policies. The
finance director is authorized to disburse moneys to pay these expenses as a per-diem amount in accordance with GSA rates or upon receipt of duly executed
expense or petty cash vouchers, receipts, statements or personal affidavits.
D. The Employer acknowledges the value of having Employee participate and be
directly involved in local civic clubs or organizations. Accordingly, Employer shall
pay for the reasonable membership fees and/or dues to enable the Employee to
become an active member in local civic clubs or organizations.
E.The Employer shall provide the Employee with all equipment customary and
necessary for performance of his or her employment, including computer, internet
service, and mobile telephone, at the sole cost and expense of the City. Except for
de minimis use, Employee may use the equipment only as provided by Employer’s
applicable policies.
Section 9. Involuntary Termination
A. For the purpose of this Agreement, involuntary termination shall occur when:
1. The majority of the governing body votes to terminate the Employee at a
properly posted and duly authorized meeting of the governing body.
2.If the Employer, citizens or legislature acts to amend any provisions of the
Charter pertaining to the role, powers, duties, authority, responsibilities of the
Employee’s position that substantially changes the form of government or the
duties of the Employee, the Employee shall have the right to declare that such
amendments constitute involuntary termination.
3. If the Employer reduces the base salary, compensation or any other financial
benefit of the Employee, unless it is applied in no greater percentage than the
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average reduction of all employees, such action shall constitute a breach of this
Agreement and will be regarded as a termination.
4. If the Employee resigns at the request of the Employer, whether formal or
informal, then the Employee may declare an involuntary termination as of the
date of the request.
B. The Employer may terminate the Employee with or without good cause, at any time.
C. For purposes of this Agreement the term "good cause" is defined as follows:
1. Conviction of a felony; or
2. Knowingly falsifying records or documents related to the Employer’s activities.
Section 10. Severance
Employer must pay severance as described below to the Employee when employment
is involuntarily terminated without good cause.
A.Employer shall provide a minimum severance payment equal to all amounts then
due and owing to the Employee, plus twelve (12) months’ salary at the then-current
rate of pay, less customary payroll deductions. This severance shall be paid in alump sum or in a continuation of salary on the existing biweekly basis, at the
Employee’s option.
B. The Employee shall also be compensated for all accrued vacation leave and sick
leave
C. If Employee elects to receive severance in a continuation of salary, insurance and
other benefits set forth in Section 4, leave accruals set forth in Section 5,
contribution to retirement in accordance with Section 7 shall continue for the same
period that salary is continued.
D If Employee elects to receive severance in a lump sum, the Employer agrees to
make a contribution to the Employee’s deferred compensation account on the value
of this compensation calculated using the then current annual salary of Employee
at the date of termination divided by two thousand and eighty (2080) hours. If theamount of the contribution under this Section exceeds the limit under the Internal
Revenue Code for a contribution to the Deferred Compensation plan, the remainder
shall be paid to the Employee in a lump sum as taxable compensation.
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E. If Employee elects to receive severance in a lump sum, for a minimum period of
one year following termination, the Employer shall pay the cost to continue the
following benefits:
1. Insurance and other benefits for the employee and all dependents as provided
in Section 4, after which time, Employee will be provided access to health
insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) or, if employee is eligible, as a retiree.
2. Any other available benefits to which the Employee is entitled under this
Agreement.
F. If the Employee is terminated for good cause, then the Employer is not obligated to
pay severance under this section but may be required to recognize and pay benefits
that have vested and to which Employee is entitled under the Employer’s personnel
policies, state law or federal law.
Section 11. Resignation
Nothing in this Agreement shall prevent, limit or interfere with the right of the Employee
to resign at any time. In the event the Employee desires to resign employment, the
Employee shall give written notice to the Employer at least thirty (30) days prior to
separation. The Employer shall have no obligation to pay Employee any further
compensation after the expiration of the notice period. Upon the effective date of
resignation, the Employer shall pay to the Employee all accrued vacation leave and
other leave to which Employee is entitled under this Agreement or to which the City
Attorney or any senior executive would be entitled if the City Attorney or other senior
executive resigned. Failure to give the required thirty-day notIce constitutes a waiver
and forfeiture of pay for all accrued vacation leave and other leave.
Section 12. Hours of Work
The Employee acknowledges the proper performance of the duties of the Employee
will require the Employee to generally observe normal business hours and will also
often require the performance of necessary services outside of normal business hours,
and to that end Employee shall be allowed to establish an appropriate work schedule.
The Employee agrees to devote such time as is necessary for the full and proper
performance of the Employee's duties and that the compensation herein provided
includes compensation for the performance of all such services. However, the
Employer intends that reasonable time off be permitted the Employee, such as is
customary for exempt employees so long as the time off does not interfere with the
normal conduct of the office of the Employee.
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The Employee will devote full time and effort to the performance of the Employee’s
duties, and shall remain in the exclusive employ of the Employer during the term of this
Agreement; provided that, with the prior consent of the Employer, the Employee may
accept temporary, outside professional employment which will not in any way interfere
with the performance of, or the Employee's availability for the performance of, the
Employee's duties hereunder. The term "outside professional employment" means
professional services provided to third parties for which the Employee is compensated
and which are performed on the Employee's time off. The Employer encourages the
Employee to accept invitations to speaking engagements, writing or other opportunities
to communicate with the community, to make use of and share data and information
with relevant persons and groups, and encourages the Employee to participate in
pertinent seminars, groups, associations and organizations, as well as in informational
meetings with those individuals whose particular skills, expertise, or backgrounds
would serve to improve the capacity of the Employee to perform the Employee's Duties.
Section 13. Ethical Commitments
Employee shall not endorse candidates, make financial contributions, sign or circulate
petitions, or participate in fundraising activities for individuals seeking or holding
elected office in the governing body, nor seek or accept any personal enrichment or
profit derived from confidential information, or holding office, or misuse of public time.
Employer shall support Employee in keeping these commitments by refraining from
any order, direction or request that would require Employee to undertake any of the
aforementioned activities. Specifically, neither the governing body nor any individual
member thereof shall request Employee to endorse any candidate, make any financial
contribution, sign or circulate any petition, or participate in any fund-raising activity for
individuals seeking or holding elected office, nor to handle any matter involving
personnel on a basis other than fairness, impartiality and merit.
Section 14. Outside Activities
The employment provided for by this Agreement shall be the Employee’s primary
employment. Recognizing that certain outside consulting or teaching opportunities
provide indirect benefits to the Employer and the community, the Employee may electto accept limited teaching, consulting or other business opportunities with the
understanding that such arrangements must neither constitute interference with nor a
conflict of interest with the Employee’s responsibilities under this Agreement. Any
outside consulting or business opportunities shall be subject to prior approval by the
Employer,
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Section 15: Indemnification
Employer shall provide legal defense and indemnification to Employee in accordance
with Chapter 2, Article VIII, of the City of Denton Code of Ordinances, as amended.
Section 16: Bonding
Employer shall bear the full cost of any fidelity or other bonds required of the Employee
under any law or ordinance.
Section 17: Other Terms and Conditions of Employment
The Employer, upon agreement with Employee, may fix other terms and conditions of
employment, as it may determine from time to time, provided such terms and conditions
are not inconsistent with or in conf]ict with any provisions of law.
Employer has appropriated, set aside, and encumbered, and does hereby agree to
budget and appropriate, set aside, and encumber, available and unappropriated funds
of the municipality in an amount sufficient to fund and pay all financial obligations of
Employer pursuant to this Agreement, including but not limited to the severance,
indemnification, and other benefits set forth in this Agreement.
Section 18: General Provisions
A. Merger. This written Agreement contains all the terms and conditions agreed upon
by the parties, and no other agreement, oral or otherwise, regarding the subject
matter of this Agreement shall be deemed to exist or to bind either of the parties, or
to vary any of the terms contained in this Agreement.
B. Amendments. The Employer and Employee by mutual written agreement may
amend this Agreement. Such amendments shall be incorporated into and made a
part of this Agreement.
C. Assignment. This Agreement may not be assigned by either party without thewritten consent of the other party.
D. Severability. If this Agreement contains any unlawful provision not an essential part
of this Agreement and which shall not appear to have been a controlling or material
inducement to the making of this Agreement, the unlawful provision shall be
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deemed of no effect and shall, upon agreement by the parties, be deemed stricken
from this Agreement without affecting the binding force of the remainder.
Section 19. Performance Evaluation
A.Employer should annually review the performance of the Employee during the time
set aside each year for the performance review of other Council appointees subject
to a process, form, criteria, and format for the evaluation which shall be mutually
agreed upon by the Employer and Employee. Annually, the Employer and the
Employee shall define such goals and performance objectives which they
determine necessary for the proper operation of the Employer’s organization in the
attainment of the Employer’s policy objectives, and the Employer and the Employee
shall further establish a relative priority among those various goals and objectives
to be reduced to writing. The annual performance reviews and evaluations shall be
reasonably related to the Employee’s written job description and shall be based, in
whole or in part, on goals for the Employee’s performance that are jointly developed
and adopted by the Employer and the Employee.
B Unless the Employee expressly requests otherwise in writing, the evaluation of the
Employee shall at all times be conducted in executive session of the governingbody, unless Employee requests that the evaluation be open, and shall be
considered confidential to the extent permitted by law. Nothing herein shall prohibit
the Employer or Employee from sharing the content of the Employee’s evaluation
with their respective legal counsel.
C. In the event the Employer determines that the evaluation instrument, format and/or
procedure are to be modified by the Employer, such modifications shall be adopted
by the Employer at least 9 months before being used to evaluate the Employee's
performance.
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