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HomeMy WebLinkAboutC2016-253 - 7/26/2016 - Approved EMPLOYMENT AGREEMENT OF CITY MANAGER This Employment Agreement is made by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas municipal, home-rule corporation (the "City"), acting by and through its city council (the "City Council"), and MARGIE C. ROSE (the Manager"). 1. Duties and Authority. The City agrees to employ Manager to perform the functions and duties of the city manager of the City as specified in the Corpus Christi City Charter, the Texas Local Government Code and other applicable laws. Manager shall be the chief executive officer of the City and shall faithfully perform the duties as prescribed in the job description as set forth in the City Charter and ordinances of the City and as may be lawfully assigned by the City Council and comply with all lawful directives, City policies, rules, ordinances, City Charter, state and federal law, as they exist or may be amended in the future, including the following: (a) employ on behalf of the City all other employees of the organization consistent with the policies of the City Council, rules, ordinances, City Charter, state and federal law; (b) direct, assign, reassign and evaluate all of the employees of the City consistent with policies, rules, ordinances, City Charter, state and federal law; (c) organize, reorganize and arrange the staff of the City and develop and establish internal regulations, rules and procedures which Manager deems necessary for the efficient and effective operation of the City consistent with the lawful directives, policies, rules, ordinances, City Charter, state and federal law; (d) accept all resignations of employees of the City consistent with the policies, rules, ordinances, City Charter, state and federal law, except the Manager's resignation which must be accepted by the City Council of the City; and (e) perform the duties of city manager of the City with reasonable care, diligence, skill and expertise. All duties assigned to Manager by the City Council shall be appropriate to and consistent with the professional role and responsibility of Manager as the city manager of the City. Manager cannot be reassigned by the City Council from the position of city manager to another position without Manager's express written consent. The City Council, individually and collectively, shall refer in a timely manner all substantive criticisms, complaints and suggestions called to their attention to Manager for study and appropriate action. 2. Term. This Agreement shall be effective as of July 12, 2016, and shall remain in full force and effect until terminated by the City or Manager as provided in Section 10 or 13 below. 3. Attendance at Meetings. Manager or her designee shall attend, and shall be permitted to attend, all meetings of the City Council, both public and closed, with the exception of those closed meetings devoted to the subject of this Agreement or any amendment thereto or Manager's evaluation or otherwise consistent with state law. 2016-253 7/26/16 M2016-088 Margie C.Rose INDEXED 4. Compensation. The City agrees to pay Manager an annual base salary of $220,000.00, payable in installments at the same times that the other managerial employees of the City are paid. This Agreement shall be amended automatically to reflect any salary adjustments that are provided or required by the City's compensation policies to include all salary adjustments on the same basis as applied to the managerial classification of employees. In addition, the City shall consider on an annual basis increases in compensation and performance incentives based on the annual performance evaluation of Manager as provided in Section 14 below. 5. Health, Disability and Other Benefits. The City agrees to provide and to pay the premiums for health, hospitalization, vision, dental, disability and life insurance for Manager and her dependents, at a minimum, equal to that which is provided to all other managerial employees of the City. 6. Vacation, Sick and Other Leave With Pay. Manager shall be credited with all accrued but unused sick leave hours, vacation leave hours and personal leave hours with pay that Manager held as a City employee prior to being selected as the city manager. Effective as of the effective date of this Agreement, Manager shall accrue sick leave, vacation leave and personal leave on an annual basis, at a minimum, at the same rate provided or available to any other employees with similar years of service, under the same rules and provisions applicable to other employees. For purposes of this Agreement, Manager shall be deemed to be a "key employee" as defined by the Family Medical Leave Act ("FMLA"), and she shall be afforded all rights and protections afforded by the FMLA, any amendments thereto, and the case law and regulations interpreting FMLA. 7. Vehicle Allowance. The City agrees to pay to Manager, during the term of this Agreement, the sum of$7,200.00 per year, in regular installments each pay period, as a vehicle allowance to be used to purchase, lease, or own, operate and maintain a vehicle. Manager shall be responsible for paying for liability insurance as required by law and any comprehensive or collision insurance coverage desired by Manager upon such vehicle and shall further be responsible for all expenses attendant to the purchase, operation, maintenance, repair, and regular replacement of such vehicle. The City shall reimburse Manager at the City's standard mileage rate for any business use of the vehicle beyond a 25-mile radius of the City Hall of the City. 8. Retirement. The City agrees to continue Manager as a participant in the Texas Municipal Retirement System and make all the appropriate contributions as required for such participation on the same basis as municipal employees generally. In addition to the base salary paid by the City to Manager, the City agrees to pay an amount equal to $15,000.00 per year, or the maximum dollar amount permissible under Federal and state law, if less, into a deferred compensation plan established under Section 457 of the Internal Revenue Code designated by Manager in equal proportionate amounts each pay period. 9. General Professional Expenses. The City agrees to budget and pay for professional dues, including but not limited to the International City/County Management Association, and subscriptions necessary for continuation and full participation in national, state, and local associations necessary and desirable for Manager's continued professional participation, growth, 2 and advancement, and for the good of the City. The City agrees to budget and pay for travel and subsistence expenses of Manager for professional and official travel, meetings, and occasions to adequately continue the professional development of Manager and to pursue necessary official functions for the City, including but not limited to the ICMA Annual Conference, Texas Municipal League conferences, and such other national, regional, state, and local governmental groups and committees in which Manager serves as a member. The City also agrees to budget and pay for travel and subsistence expenses of Manager for short courses, institutes, and seminars that are necessary for the Manager's professional development and for the good of the City. The City additionally acknowledges the value of having Manager participate and be directly involved in local civic clubs or organizations and shall pay for the reasonable membership fees and dues to enable Manager to become an active member in local civic clubs or organizations. All of such expenditures are subject to annual budget constraints as well as state and City ethics and purchasing policies. The City's Financial Services department is authorized to disburse such moneys upon receipt of duly executed expense vouchers, receipts, statements or personal affidavits. 10. Termination. For the purpose of this Agreement, termination shall occur upon the following: (a) If the majority of the City Council votes to terminate Manager in accordance with all applicable laws at a properly posted and duly authorized public meeting; (b) If the City amends any provisions of the City Charter of the City pertaining to the role, powers, duties, authority, responsibilities of the city manager that substantially changes the form of government, Manager shall have the right to declare that such amendments constitute termination; (c) If the City reduces the base salary, compensation or any other financial benefit of Manager, unless it is applied in no greater percentage than the average reduction of all department heads; (d) If Manager resigns following an offer to accept resignation, whether formal or informal, by a representative of the majority of the City Council, then Manager may declare a termination as of the date of such offer; or (e) If there is a breach of contract declared by either party with a 30-day cure period for either the City of Manager (written notice of a breach of contract shall be provided in accoitlance with the provisions of Section 22) and such breach has not been cured. 11. Severance. The following severance shall be paid to Manager when employment is terminated as defined in Section 10 above: (a) a severance payment equal to six (6) months' salary at then current rate of pay either payable in a lump sum or in a continuation of salary on the existing periodic basis applicable to managerial employees, at Manager's option; (b) compensation for all accrued but unused vacation leave on the books for Manager; (c) continuation of health insurance for Manager and any dependents as provided in Section 5 above until the end of the second month following such termination date, after which time, Manager will be provided access to continued health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). 3 If Manager is terminated because of conviction of a felony or misdemeanor involving moral turpitude, the City is not obligated to pay any severance benefits under this section, and Manager shall be entitled solely to such benefits as afforded City employees generally under applicable law, regulations and policies in such cases. 12. Release of All Claims. The termination and severance of Manager in the manner provided above shall be conditioned upon Manager's execution of a general release of all claims against the City in the form customarily used by the City in accordance with applicable law and regulations. 13. Resignation/Retirement. In the event that Manager voluntarily resigns or retires from her position with the City, Manager shall provide a minimum of 30 days' written notice unless the City and Manager agree otherwise. Upon such voluntary resignation or retirement, the Manager shall be paid all accrued but unused vacation leave and be afforded such other benefits upon such resignation or retirement as are afforded City employees generally. 14. Performance Evaluation. The City, either through its City Council or a committee formed by the City Council, shall annually review the performance of Manager in July each year subject to a process, form, criteria, and format for the evaluation which shall be mutually determined by the City and Manager. The annual evaluation process, at a minimum, shall include the opportunity for both parties to: (a) meet first to discuss goals and objectives the past 12-month performance period as well as the upcoming 12-month performance period, (b) prepare a written evaluation of goals and objectives for the past and upcoming year, (c) meet and discuss the written evaluation of these goals and objectives, and (d) present a written summary of the evaluation results to Manager. Unless Manager expressly requests otherwise, the evaluation shall be conducted in executive session of the City Council. 15. Hours of Work. It is recognized that the position of city manager is a full-time position and that Manager must devote a great deal of time outside normal office hours on business for the City, and to that end, Manager shall be allowed to establish an appropriate work schedule. The schedule shall be appropriate to the needs of the City and shall allow Manager to faithfully perform her assigned duties and responsibilities. 16. Ethical Commitments. Manager shall at all times uphold the tenets of the ICMA Code of Ethics, as the same may be amended from time, which is incorporated by reference as if fully set forth at length. Specifically, Manager shall not endorse candidates, make financial contributions, sign or circulate petitions, or participate in fund-raising activities for individuals seeking or holding elected office, nor seek or accept any personal enrichment or profit derived from confidential information or misuse of public time. The City Council shall support Manager in keeping these commitments by refraining from any order, direction or request that would require Manager to violate the ICMA Code of Ethics. Specifically, neither the City Council nor any individual member thereof shall request Manager 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 personnel matter on a basis other than fairness, impartiality and merit. 4 17. Outside Activities. The employment provided by this Agreement shall be Manager's primary employment. Recognizing that certain outside consulting or teaching opportunities provide indirect benefits to the City and the community, Manager may elect to 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 her responsibilities under this Agreement. 18. Indemnification. Subject to the provisions of the Texas Tort Claims Act and applicable law, the City shall defend, save harmless and indemnify Manager against any obligation to pay money or perform or not perform action, including without limitation, any and all losses, damages, judgments, interests, settlements, penalties, fines, court costs and other reasonable costs and expenses of legal proceedings including attorneys' fees, and any other liabilities arising from, related to, or connected with any tort, professional liability claim or demand or any other threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Manager's duties as city manager or resulting from the exercise of judgment or discretion in connection with the performance of program duties or responsibilities, unless the act or omission involved willful or wanton conduct. Manager may request and the City shall not unreasonably refuse to provide independent legal representation at the City's expense. Legal representation, provided by the City for Manager, shall extend until a final determination of the legal action is rendered, including any appeals brought by either party. The City shall indemnify Manager against any and all losses, damages, judgments, interest, settlements, penalties, fines, court costs and other reasonable costs and expenses of legal proceedings including attorneys' fees, and any other liabilities incurred by, imposed upon, or suffered by Manager in connection with or resulting from any claim, action, suit, or proceeding, actual or threatened, arising out of or in connection with the performance of her duties. Any settlement of any claim must be made with prior approval of the City in order for indemnification, as provided in this Section, to be available. Manager recognizes that the City shall have the right to compromise and settle any claim or suit; unless, said compromise or settlement is of a personal nature to Manager. The City agrees to pay all reasonable litigation expenses of Manager throughout the pendency of any litigation to which Manager is a party, witness or advisor to the City. Such expense payments shall continue beyond Manager's service to the City for as long as litigation is pending. Further, the City agrees to pay Manager reasonable travel expenses when Manager serves as a witness regarding pending litigation after the cessation of Manager's employment with the City. 19. Bonding. The City shall bear the full cost of any fidelity and other bonds required of Manager under any law or ordinance. 20. Appropriation of Funds. The City has appropriated, set aside and encumbered, and does hereby appropriate, set aside, and encumber, available and unappropriated funds of the municipality 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 and other benefits set forth in Section 11 above. 5 21. Residence. Manager agrees to maintain a residence within the corporate limits of the City. 22. Notices. Notice pursuant to this Agreement shall be given either by hand delivery or by depositing in the custody of the United States Postal Service, postage prepaid, and addressed as follows: CITY: City of Corpus Christi, Texas Attn: City Secretary P. O. Box 9277 (78469) 1200 Leopard Street Corpus Christi, Texas 78401 MANAGER: [The residence address as provided in the records of the City.] Notice shall be deemed given as of the date of personal service or as the date of deposit of such written notice in the course of transmission in the United States Postal Service. 23. Outside Counsel. The parties acknowledge that the City, acting through its City Council, has retained John D. Bell of the law firm of Wood, Boykin & Wolter, as outside counsel to advise the City Council concerning matters pertaining to this Agreement. The parties acknowledge that the City Attorney has not represented either the City Council or the Manager in the development of the terms and conditions of this Agreement. The approval as to form of the Agreement by the City Attorney pursuant to the terms of the Corpus Christi City Charter is agreed by the parties not to represent any conflict of representation by the City Attorney. 24. General Provisions. (a) Integration. This Agreement sets forth and establishes the entire understanding between the City and Manager relating to the employment of Manager by the City. Any prior discussions or representations by or between the City and Manager are merged into and rendered null and void by this Agreement. The City and Manager by mutual written agreement may amend any provision of this Agreement during the life of the Agreement. Such amendments shall be incorporated and made a part of this Agreement. (b) Binding Effect. This Agreement shall be binding on the City and Manager as well as their respective heirs, assigns, executors, personal representatives and successors in interest. (c) Severability. The invalidity or partial invalidity of any portion of this Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the remaining provisions shall be deemed to be in full force and effect as if they have been executed by both the City and Manager subsequent to the expungement or judicial modification of the invalid provision. 6 (d) Enforceability. The Agreement shall be interpreted and enforceable according to the laws of the State of Texas and is performable and enforceable in Nueces County, Texas, which courts shall have exclusive jurisdiction concerning any matters in controversy. DULY AUTHORIZED AND EXECUTED by the parties as provided below. CITY OF CORPUS CHRISTI, TEXAS MANAGER: ih.Ct fija) C L/Q6.41-i2) Mayor Nelda Martinez Margie C. ose Date: July , , 2016. Date: July c),(o, 2016. APPROVED AS TO LEGAL FORM: This a c day of July, 2016. � �'�'•-`-C���LQ�� ATTEST me, , 1Y-L-; REBECCA HUERTA (-rY SECRETARY Miles Risley, City Attorney 21) `"- (*SPA) nums.L. ft WWII. 11 I0 l( SECRETAR F:\2784\22\16 Rose Employment Agmt 0722-11-15.docx 7