HomeMy WebLinkAboutC2019-167 - 4/23/2019 - 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 Peter D. Zanoni (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 May 20th, 2019, and shall remain in full
force and effect until terminated by the City or Manager.
3. Attendance at Meetings. Manager or Manager's 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.
4. Compensation. The City agrees to pay Manager an annual base salary of $300,000,
payable in installments at the same times that the other managerial employees of the City are paid.
This base salary shall increase by 5% at the first anniversary of employment. Thereafter, the City
shall consider on an annual basis increases in compensation and performance incentives based on
the annual performance evaluation of Manager.
C2019-167
4/23/19
M2019-064 ,� A NI I\I F
Peter D. Zanoni 1( I )
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
dependents, at a minimum, equal to that which is provided to all other managerial employees of the
City. Health insurance coverage and City's and Manager's health insurance premium obligations
will begin on May 20, 2019.
6. Vacation, Sick and Other Leave With Pay. 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 more than 21
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 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 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. Cell Phone Allowance. The City agrees to pay to Manager, during the term of this
Agreement, the sum of $840 per year, in regular installments each pay period, as a cell phone
allowance.
9. 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 the lesser of an amount equal to $19,000 per
year or the maximum dollar amount permissible under Federal and state law into a deferred
compensation plan established under Section 457 of the Internal Revenue Code designated by
Manager in equal proportionate amounts each pay period.
10. General Professional Expenses. The City agrees to budget and pay for professional
dues, including but not limited to the International City/County Management Association (ICMA),
Texas City Management Association (TCMA), and Texas Municipal League (TML) and
subscriptions necessary for continuation and full participation in national, state, and local
associations necessary and desirable for Manager's continued professional participation, growth,
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, 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
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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. The amount annually
available for reimbursements for ordinary, necessary, and reasonable expenses for promotion of the
City to include fulfilling the official duties of the City Manager, meeting with leaders of
government and authorities, labor and business, and recruiting businesses to remain, shall not be
less than $7,200 per year.
11. 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 or Manager (written notice of a breach of contract shall be provided in
accordance with the provisions of Section 22) and such breach has not been cured.
12. Severance. The following severance shall be paid to Manager when employment is
terminated as defined in Section 11 above:
(a) a severance payment equal to 12 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 until the end of the
12th month following such termination date, which may be via 12 months of continued
City payment of the City portion of Manager's & Manager's dependents' premiums
pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA").
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.
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13. 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.
14. Resignation/Retirement. In the event that Manager voluntarily resigns or retires from
Manager's 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.
15. 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 May 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.
16. 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
Manager's assigned duties and responsibilities.
17. 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.
18. Outside Activities. 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 not materially interfere with nor constitute a conflict of interest with Manager's
responsibilities under this Agreement. In addition, Manager may engage in such activities to
manage his personal investments and to participate in charitable and philanthropic activities so long
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as such activities do not materially interfere with or conflict with the performance of Manager's
duties under this Agreement. Any outside activity described in this Paragraph shall not be deemed
to materially interfere or conflict with Manager's performance unless Manager has failed to cure
any alleged interference or conflicts within thirty days of receiving written notice from 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 12
above.
21. Residence and Moving and Relocation Expenses. Manager agrees to establish residence
within the corporate limits of the City within 6 months of employment and thereafter to maintain
housing within the City's corporate limits. The City shall reimburse employee a total amount not to
exceed $16,000 for relocation and moving expenses to locations in the City's corporate limits. Such
reimbursable expenses will include costs of temporary housing during the initial year of
employment, moving personal property of Manager and Manager's family, packing, storage,
unpacking, and insurance related to up to two moves during the initial two years of employment,
and mileage calculated at the standard IRS rate for transporting vehicles from Manager's current
residence. Manager shall reimburse the City for reimbursed moving and relocation expenses if the
Manager chooses to terminate this agreement without good cause within the initial two years of
employment. "Good cause" shall mean, without the Manager's written consent, (a) a material
change in the duties or responsibilities of the Manager, (b) a diminution in the Manager's
compensation; or(c) a material breach of this Agreement by 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, will retain 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. Work on this
agreement prior to the appointment of Manager and approval as to form of the Agreement by the
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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.
(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:
OA-
Ma roe McComb ' •ter D. Zanoni
Date: A ccy C , 201'. Date: May 3 , 2019.
ATTEST: k 119. a ' •
RE=ECCA HUERTA ..
CITY SECRETARY
APPROVED AS TO LEGAL FORM:
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