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R-10-12-02-10A1 - 12/2/2010RESOLUTION NO. R -10-12-02-10A1 BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, THAT Steven P. Norwood is hereby appointed to be the next City Manager of the City of Round Rock, and BE IT FURTHER RESOLVED, THAT The Mayor is hereby authorized and directed to execute an Employment Agreement with Steven P. Norwood, a copy of which is attached hereto as Exhibit A; and The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 2nd day of December, 2010. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Secretary O:\wdox\SCCInts\0112\ 1005\MUNICIPAL\00208390. DOC/rmc EMPLOYMENT AGREEMENT BETWEEN THE CITY OF ROUND ROCK, TEXAS AND STEVEN P. NORWOOD FOR THE POSITION OF CITY MANAGER EXHIBIT „A„ THIS EMPLOYMENT AGREEMENT, hereinafter "Agreement," is made and entered into this day of December, 2010, (the "Effective Date,") by and between the City of Round Rock, Texas, a municipal corporation, hereinafter called "City," and Steven P. Norwood, hereinafter called "Employee," both of whom understand as follows: WHEREAS, City desires to employ the services of Employee as City Manager, as provided by Sec. 4.01 of the City Charter; and WHEREAS, it is the desire of the City's governing body, hereinafter called "City Council," to provide for the compensation and other terms and conditions of Employee's employment; and WHEREAS, Employee desires to accept employment by the City on the terms indicated; NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: Section 1: Duties The City hereby agrees to employ Employee, and Employee hereby accepts employment, as City Manager, to perform the functions and duties specified in said Sec. 4.01 of the City Charter and applicable provisions of the City Code and to perform other legally permissible and proper duties and functions as the City Council shall from time to time assign. Section 2: Residency The employee shall establish his principal physical residence in the City within 90 days of the Effective Date hereof, and shall have his principal physical residence in the City continuously thereafter. Section 3: Term This Agreement commences on the Effective Date and shall continue in effect until terminated by City or Employee in accordance with Section 13. Employee shall begin his employment on or before January 24, 2011, at which time his salary and other benefits shall begin to accrue. Nothing contained in this Agreement shall change or alter the fact that Employee serves at the will of the City Council. Section 4: Best Efforts Employee agrees to devote his best efforts, energies, and skill to the discharge of the duties and responsibilities attributable to his position, and to this end, he will devote his full time and attention exclusively to the business and affairs of the City. Employee agrees that he may not derive any personal advantage or gain, either directly or indirectly, with respect to any business transaction in which the City engages, and that he will promptly disclose in writing to the City Council all facts that are material to any such potential profit or gain. Section 5: Salary and Other Benefits All compensation shall be payable in installments at the same time as other employees of the City unless otherwise noted. The City agrees to pay Employee for his services rendered pursuant hereto: A. An initial base salary of $170,000.00 per year. 00208934. DOC Page 1 of 5 B. A car allowance of $500 per month. C. A telephone stipend per month consistent with City policy. D. Additional deferred compensation equal to $16,000.00 annually will be paid on the Employee's behalf to the City's deferred compensation plan provider, allocated equally on a pay period basis. E. The City will pay the insurance premiums for Employee's medical and dental insurance for the coverage of him and his family at the City's higher plan, if more than one plan is offered to employees.. F. The City will pay for Employee's portion of the contribution (up to 7% of base salary) into the Texas Municipal Retirement System. G. The City will also provide to Employee in a lump sum payment on January 24, 2011, the amount of $20,000.00 to be used for relocation expenses, including moving expenses, house hunting trips, temporary housing, and other expenses in the discretion of Employee. H. The City Council may increase the salary of the Employee from time to time, at its discretion. Section 6: Performance Evaluation A. The City Council shall review and evaluate the performance of the Employee at such times as are determined appropriate by the City Council. Such review and evaluation shall be in accordance with specific criteria developed jointly by the City and Employee. Said criteria may be added to or deleted from as the City Council may from time to time determine, in consultation with the Employee. B. The City Council shall define such goals and performance objectives that it determines necessary for the proper operation of the City and the attainment of the City Council's policy objectives. C. Merit consideration will be provided if the City Council so indicates. Such salary increases, if given, will be based upon level of performance during each year of employment, while also considering budgetary constraints of the City. Section 7: Vacation, Sick, and Military Leave A. Employee shall accrue and have credited to his personal account, vacation and sick leave at the highest accrual rate provided to employees of the City. In recognition of the amount of time that the employee will devote to the job, the City Council agrees to allow the employee to use vacation or sick leave during the first year of employment. B. Employee shall be entitled to military leave pursuant to Federal or State law and City policies. C. In addition to the leave identified in Section 7(A) above, Employee shall have 144 hours of vacation leave and 500 hours of sick leave credited to his personal account for use immediately after commencement of his employment. This leave shall be subject to normal City policy for general employees. No additional vacation hours would accrue until one year from the date hereof. No additional sick leave hours would accrue until five (5) years from the date hereof. Section 8: Employee Benefits The City shall provide for Employee's participation in the City of Round Rock retirement plan through the Texas Municipal Retirement System in a manner consistent with all other employees of the City, unless otherwise provided in this Agreement. The City agrees to provide employee benefits for medical, dental, life insurance, and disability in accordance with normal City policy for general employees unless otherwise provided in this Agreement. Page 2 of 5 Section 9: Outside Activities Employee shall not spend more than 10 hours per week in teaching, consulting or other non City connected business without the prior approval of the City Council. Section 10: Dues and Subscriptions The City agrees to budget and to pay for professional dues and subscriptions of Employee necessary for his continuation and full participation in national, regional, state, and local associations and organizations necessary and desirable for his continued professional participation, growth, and advancement, and for the good of the City. The City shall also pay for the dues for Employee to join and become a member of the local Rotary International civic organization. Section 11: Professional Development A. The City agrees to budget for and to pay for travel and subsistence expenses of Employee for professional and official travel, meetings, and occasions adequate to continue professional development of Employee and to adequately pursue necessary or official functions for the City, including but not limited to the Texas Municipal League and such other national, regional, state, and local government groups and committees of which the Employee serves as a member. Participation in said professional development activities shall be considered a part of the Employee's work related duties and Employee shall not be required to use accrued leave for such participation. B. The City also agrees to budget for and to pay for travel and subsistence expenses of Employee for short courses, institutes, and seminars that are necessary for his professional development and for the good of the City. Section 12: Indemnification The City shall provide for indemnification and defense of the Employee in accordance with the provisions found in the Round Rock City Code. The City shall bear the full cost of any fidelity or other bonds or other insurance required of the Employee under law or ordinance by virtue of this employment. Section 13: Termination A. Termination without Cause: The City may terminate this Agreement at any time without cause. For the purpose of this Agreement, termination shall occur when: 1. The majority of the City Council votes to terminate the Employee at a duly authorized public meeting; 2. The City reduces the base salary, compensation or any other financial benefit of the Employee, unless it is applied in no greater percentage than the average reduction of all department heads; B. Termination for Cause: The City may terminate the Employee for cause. Such termination shall require the majority vote of the City Council and shall be preceded by notice to Employee. For purposes of this Agreement, "cause" shall include, without limitation, the following: 1. Misconduct in connection with the performance of any of Employee's duties, including, without limitation, misappropriation of funds or property of the City, securing or attempting to secure any personal profit or commercial advantage in connection with any transaction entered into by the City, any falsification or misrepresentation of fact, or any violation of law or regulation to which the City is subject; 2. Conviction of a felony offense, or of a misdemeanor involving moral turpitude, whether committed within or outside the scope of Employee's employment hereunder. Page 3 of 5 C. Notice to the Employee of proposed termination: Employee shall be given written notice of the Council's intent to terminate Employee and the date of a hearing to be conducted in an executive session of the Council at least ten (10) calendar days prior to such hearing and termination. Employee shall be given the opportunity to present evidence at the hearing in response to such proposed termination. Employee's failure to appear at such hearing does not prohibit the Council from taking action to terminate Employee. Employee shall have the option to request a public hearing. D. Resignation by Employee. In the event Employee voluntarily resigns his position with the City during the term of this Agreement, then Employee shall give the City 30 days notice in advance, unless the parties agree otherwise in writing. Section 14: Severance A. Termination without cause: 1. The City will pay Employee a lump sum cash payment for all base salary earned, earned unused vacation (the same as general employees), and other benefits that were earned but unused as of the last day of active employment. 2. The City will pay the Employee a lump sum cash payment equal to nine (9) months base salary, plus an amount equal to nine (9) months cost of deferred compensation payments, and health insurance premiums, based on said cost for the month immediately preceding the termination. One (1) additional month of the aforesaid severance base salary and other payments will accrue following the completion of each successive year of employment, up to a maximum severance payment of twelve (12) months. This lump sum cash payment is contingent upon a waiver and release of all claims against the City in a form acceptable to the City. B. Termination for cause: In the event Employee is terminated for cause as defined in this document, the City shall have no obligation to pay the severance pay and severance benefits designated in this Agreement. C. Resignation by Employee: The City will pay Employee a lump sum cash payment for all salary earned, earned unused vacation (the same as general employees), and other benefits that were earned but unused as of the last day of active employment. Section 15: Notices Notices pursuant to this Agreement shall be given by deposit in the custody of the United States Postal Service, postage prepaid, addressed as follows: CITY: Mayor City of Round Rock 221 E. Main St. Round Rock, Texas 78664 with a copy to: Stephan L. Sheets City Attorney 309 E. Main St. Round Rock, Texas 78664 EMPLOYEE: Steven P. Norwood City Manager 221 E. Main St. Round Rock, Texas 78664 Page 4 of 5 Alternatively, notices required pursuant to this Agreement may be personally delivered. Notice shall be deemed given as of the date of personal delivery. Section 16: Arbitration Any and all disputes arising out of or relating to this Agreement, or the Employee's employment with the City or the termination thereof, shall be resolved solely by arbitration in Williamson County, Texas under the then existing rules of the American Arbitration Association for employment dispute resolution. Judgment upon the award rendered may be entered in any court of competent jurisdiction. The cost of such arbitration shall be borne equally by the parties. Arbitration shall be in accordance with the Federal Arbitration Act ("FAA") or, if the FAA is found to be inapplicable, then in accordance with the Texas General Arbitration Act. Section 17: General Provisions A. This Agreement replaces and supersedes all prior agreements between parties, whether written or oral. The text herein shall constitute the entire agreement between the parties with respect to the subject matter hereof. B. This Agreement shall be binding upon and inure to the benefit of 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, shall be deemed severable, shall not be affected, and shall remain in full force and effect. IN WITNESS WHEREOF, the City Council of Round Rock, Texas, has authorized the City's Mayor to execute this Agreement, and the same has been duly attested to by its City Secretary, and signed by the Employee, in duplicate, the day and year first written above. ATTEST: Sara White, City Secretary CITY OF ROUND ROCK, TEXAS Alan McGraw, Mayor EMPLOYEE: Steven P. Norwood, Page 5 of 5 ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY: Agenda Item No. 10A1. City Council Agenda Summary Sheet Agenda Caption: Meeting Date: Consider a resolution appointing a new City Manager and authorizing the Mayor to execute an employment contract. December 2, 2010 EXECUTED DOCUMENT FOLLOWS EMPLOYMENT AGREEMENT BETWEEN THE CITY OF ROUND ROCK, TEXAS AND STEVEN P. NORWOOD FOR THE POSITION OF CITY MANAGER THIS EMPLOYMENT AGREEMENT, hereinafter "Agreement," is made and entered into this day of December, 2010, (the "Effective Date,") by and between the City of Round Rock, Texas, a municipal corporation, hereinafter called "City," and Steven P. Norwood, hereinafter called "Employee," both of whom understand as follows: WHEREAS, City desires to employ the services of Employee as City Manager, as provided by Sec. 4.01 of the City Charter; and WHEREAS, it is the desire of the City's governing body, hereinafter called "City Council," to provide for the compensation and other terms and conditions of Employee's employment; and WHEREAS, Employee desires to accept employment by the City on the terms indicated; NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: Section 1: Duties The City hereby agrees to employ Employee, and Employee hereby accepts employment, as City Manager, to perform the functions and duties specified in said Sec. 4.01 of the City Charter and applicable provisions of the City Code and to perform other legally permissible and proper duties and functions as the City Council shall from time to time assign. Section 2: Residency The employee shall establish his principal physical residence in the City within 90 days of the Effective Date hereof, and shall have his principal physical residence in the City continuously thereafter. Section 3: Term This Agreement commences on the Effective Date and shall continue in effect until terminated by City or Employee in accordance with Section 13. Employee shall begin his employment on or before January 24, 2011, at which time his salary and other benefits shall begin to accrue. Nothing contained in this Agreement shall change or alter the fact that Employee serves at the will of the City Council. Section 4: Best Efforts Employee agrees to devote his best efforts, energies, and skill to the discharge of the duties and responsibilities attributable to his position, and to this end, he will devote his full time and attention exclusively to the business and affairs of the City. Employee agrees that he may not derive any personal advantage or gain, either directly or indirectly, with respect to any business transaction in which the City engages, and that he will promptly disclose in writing to the City Council all facts that are material to any such potential profit or gain. Section 5: Salary and Other Benefits All compensation shall be payable in installments at the same time as other employees of the City unless otherwise noted. The City agrees to pay Employee for his services rendered pursuant hereto: A. An initial base salary of $170,000.00 per year. Page 1 of 5 CM employment contract- CLEAN- 11-30-10 (00208934) B. A car allowance of $500 per month. C. A telephone stipend per month consistent with City policy. D. Additional deferred compensation equal to $16,000.00 annually will be paid on the Employee's behalf to the City's deferred compensation plan provider, allocated equally on a pay period basis. E. The City will pay the insurance premiums for Employee's medical and dental insurance for the coverage of him and his family at the City's higher plan, if more than one plan is offered to employees.. F. The City will pay for Employee's portion of the contribution (up to 7% of base salary) into the Texas Municipal Retirement System. G. The City will also provide to Employee in a lump sum payment on January 24, 2011, the amount of $20,000.00 to be used for relocation expenses, including moving expenses, house hunting trips, temporary housing, and other expenses in the discretion of Employee. H. The City Council may increase the salary of the Employee from time to time, at its discretion. Section 6: Performance Evaluation A. The City Council shall review and evaluate the performance of the Employee at such times as are determined appropriate by the City Council. Such review and evaluation shall be in accordance with specific criteria developed jointly by the City and Employee. Said criteria may be added to or deleted from as the City Council may from time to time determine, in consultation with the Employee. B. The City Council shall define such goals and performance objectives that it determines necessary for the proper operation of the City and the attainment of the City Council's policy objectives. C. Merit consideration will be provided if the City Council so indicates. Such salary increases, if given, will be based upon level of performance during each year of employment, while also considering budgetary constraints of the City. Section 7: Vacation, Sick, and Military Leave A. Employee shall accrue and have credited to his personal account, vacation and sick leave at the highest accrual rate provided to employees of the City. In recognition of the amount of time that the employee will devote to the job, the City Council agrees to allow the employee to use vacation or sick leave during the first year of employment. B. Employee shall be entitled to military leave pursuant to Federal or State law and City policies. C. In addition to the leave identified in Section 7(A) above, Employee shall have 144 hours of vacation leave and 500 hours of sick leave credited to his personal account for use immediately after commencement of his employment. This leave shall be subject to normal City policy for general employees. No additional vacation hours would accrue until one year from the date hereof. No additional sick leave hours would accrue until five (5) years from the date hereof. Section 8: Employee Benefits The City shall provide for Employee's participation in the City of Round Rock retirement plan through the Texas Municipal Retirement System in a manner consistent with all other employees of the City, unless otherwise provided in this Agreement. The City agrees to provide employee benefits for medical, dental, life insurance, and disability in accordance with normal City policy for general employees unless otherwise provided in this Agreement. Page 2 of 5 Section 9: Outside Activities Employee shall not spend more than 10 hours per week in teaching, consulting or other non City connected business without the prior approval of the City Council. Section 10: Dues and Subscriptions The City agrees to budget and to pay for professional dues and subscriptions of Employee necessary for his continuation and full participation in national, regional, state, and local associations and organizations necessary and desirable for his continued professional participation, growth, and advancement, and for the good of the City. The City shall also pay for the dues for Employee to join and become a member of the local Rotary International civic organization. Section 11: Professional Development A. The City agrees to budget for and to pay for travel and subsistence expenses of Employee for professional and official travel, meetings, and occasions adequate to continue professional development of Employee and to adequately pursue necessary or official functions for the City, including but not limited to the Texas Municipal League and such other national, regional, state, and local government groups and committees of which the Employee serves as a member. Participation in said professional development activities shall be considered a part of the Employee's work related duties and Employee shall not be required to use accrued leave for such participation. B. The City also agrees to budget for and to pay for travel and subsistence expenses of Employee for short courses, institutes, and seminars that are necessary for his professional development and for the good of the City. Section 12: Indemnification The City shall provide for indemnification and defense of the Employee in accordance with the provisions found in the Round Rock City Code. The City shall bear the full cost of any fidelity or other bonds or other insurance required of the Employee under law or ordinance by virtue of this employment. Section 13: Termination A. Termination without Cause: The City may terminate this Agreement at any time without cause. For the purpose of this Agreement, termination shall occur when: 1. The majority of the City Council votes to terminate the Employee at a duly authorized public meeting; Q (, 2. The City reduces the base salary, compensation or any other financial benefit of the Employee, unless it is applied in no greater percentage than the average reduction of all department heads; B. Termination for Cause: The City may terminate the Employee for cause. Such termination shall require the majority vote of the City Council and shall be preceded by notice to Employee. For purposes of this Agreement, "cause" shall include, without limitation, the following: 1. Misconduct in connection with the performance of any of Employee's duties, including, without limitation, misappropriation of funds or property of the City, securing or attempting to secure any personal profit or commercial advantage in connection with any transaction entered into by the City, any falsification or misrepresentation of fact, or any violation of law or regulation to which the City is subject; 2. Conviction of a felony offense, or of a misdemeanor involving moral turpitude, whether committed within or outside the scope of Employee's employment hereunder. Page 3 of 5 C. Notice to the Employee of proposed termination: Employee shall be given written notice of the Council's intent to terminate Employee and the date of a hearing to be conducted in an executive session of the Council at least ten (10) calendar days prior to such hearing and termination. Employee shall be given the opportunity to present evidence at the hearing in response to such proposed termination. Employee's failure to appear at such hearing does not prohibit the Council from taking action to terminate Employee. Employee shall have the option to request a public hearing. D. Resignation by Employee. In the event Employee voluntarily resigns his position with the City during the term of this Agreement, then Employee shall give the City 30 days notice in advance, unless the parties agree otherwise in writing. Section 14: Severance A. Termination without cause: 1. The City will pay Employee a lump sum cash payment for all base salary earned, earned unused vacation (the same as general employees), and other benefits that were eamed but unused as of the last day of active employment. 2. The City will pay the Employee a lump sum cash payment equal to nine (9) months base salary, plus an amount equal to nine (9) months cost of deferred compensation payments, and health insurance premiums, based on said cost for the month immediately preceding the termination. One (1) additional month of the aforesaid severance base salary and other payments will accrue following the completion of each successive year of employment, up to a maximum severance payment of twelve (12) months. This lump sum cash payment is contingent upon a waiver and release of all claims against the City in a form acceptable to the City. B. Termination for cause: In the event Employee is terminated for cause as defined in this document, the City shall have no obligation to pay the severance pay and severance benefits designated in this Agreement. C. Resignation by Employee: The City will pay Employee a lump sum cash payment for all salary earned, earned unused vacation (the same as general employees), and other benefits that were earned but unused as of the last day of active employment. • Section 15: Notices Notices pursuant to this Agreement shall be given by deposit in the custody of the United States Postal Service, postage prepaid, addressed as follows: CITY: Mayor City of Round Rock 221 E. Main St. Round Rock, Texas 78664 with a copy to: Stephan L. Sheets City Attorney 309 E. Main St. Round Rock, Texas 78664 EMPLOYEE: Steven P. Norwood City Manager 221 E. Main St. ' Round Rock, Texas 78664 Page 4 of 5 Alternatively, notices required pursuant to this Agreement may be personally delivered. Notice shall be deemed given as of the date of personal delivery. Section 16: Arbitration Any and all disputes arising out of or relating to this Agreement, or the Employee's employment with the City or the termination thereof, shall be resolved solely by arbitration in Williamson County, Texas under the then existing rules of the American Arbitration Association for employment dispute resolution. Judgment upon the award rendered may be entered in any court of competent jurisdiction. The cost of such arbitration shall be bome equally by the parties. Arbitration shall be in accordance with the Federal Arbitration Act ("FAA") or, if the FAA is found to be inapplicable, then in accordance with the Texas General Arbitration Act. Section 17: General Provisions A. This Agreement replaces and supersedes all prior agreements between parties, whether written or oral. The text herein shall constitute the entire agreement between the parties with respect to the subject matter hereof. B. This Agreement shall be binding upon and inure to the benefit of 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, shall be deemed severable, shall not be affected, and shall remain in full force and effect. IN WITNESS WHEREOF, the City Council of Round Rock, Texas, has authorized the City's Mayor to execute this Agreement, and the same has been duly attested to by its City Secretary, and signed by the Employee, in duplicate, the day and year first written above. ATTEST: ekmA- 02ixbe- Sara White, City Secretary CITY OF ROUND ROCK, TEXAS )t)1 Alan McGraw, Mayor EMPLOYEE: Steven P. Norwood, Page 5 of 5