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93-02 OrdinanceRECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 Ordinance No. 93-~2 Passed . 20 AN ORDINANCE APPOINTING A NEW CITY MANAGER, AUTHORIZING THE EXECUTION OF AN EMPLOYMENT AGREEMENT WITH THE CITY MANAGER, AND DECLARING AN EMERGENCY. WHEREAS, in a Special Meeting held on July 2, 2002, Council agreed upon the selection of Jane S. Brautigam as the new City Manager and authorized The PAR Group to negotiate on Council's behalf an employment agreement with Ms. Brautigam; and WHEREAS, Council is in agreement with the terms of an Employment Agreement and desires to enter into a contract at this time. NOW, THEREFORE, BE IT ORDAINED, by the Council of the City of Dublin, State of Ohio, ~ of the elected members concurring that: Section 1. Jane S. Brautigam is hereby appointed as City Manager of the City of Dublin. Section 2. Council hereby authorizes the Mayor to execute and enter into an Employment Agreement with the City Manager, a copy of which is attached as Exhibit "A." Section 3. This ordinance is declared to be an emergency measure necessary for the immediate preservation of the public peace, health, safety or welfare, and for the further reason that Council recognizes that the Interim City Manager has carried out the duties of both City Manager and Assistant City Manager/Finance Director for seven months, and Council desires to facilitate the transition of duties to the new City Manager in a timely manner. This ordinance shall therefore take effect and be in force immediately upon passage. Passed this ,~1~1 day of .~- , 2002. ~-- Mayor -Presiding Officer ATTEST: Clerk of Council I hereby certify that copies of this Ordinance/Resolution were posted in the City of Dublin in accordance with Section 731.25 of the Ohio Revised Code. ~~ . ~~ Cle of Council, Dublin, Ohio Exhibit "A" EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into this 8`h day of July, 2002, by and between the City of Dublin, Ohio, an Ohio municipal corporation, hereinafter called "Employer or City," and Jane S. Brautigam, hereinafter called "Employee or City Manager." WITNESSETH WHEREAS, Employer desires to employ the services of Jane S. Brautigam as City Manager of the City of Dublin, as provided for in Article V of the Revised Charter of the City of Dublin ("Revised Charter"); and WHEREAS, it is the desire of the City Council of the City of Dublin to provide certain benefits and to establish certain conditions of employment of said Employee as set forth in this Employment Agreement; and WHEREAS, Employee desires to accept employment as City Manager of Dublin, Ohio pursuant to the terms and conditions set forth in this Employment Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: Section 1. Powers and Duties of the City Manager. A. Employer hereby agrees to employ Jane S. Brautigam as City Manager of the City of Dublin to perform the functions and duties specified in the Revised Charter, and to perform such other legally permissible and proper duties and functions as the City Council shall from time to time assign, subject to this Agreement. Employment shall commence on the 5`" day of August, 2002. B. Pursuant to Section 3.03 of the Revised Charter, neither the City Council nor any of its members shall direct or demand the appointment of any person to, or removal from, office by the City Manager or any ofhis/her subordinates, or in any manner take part in the appointment or removal of officers and employees in the service of the City, except where expressly provided for by the Revised Charter or state law. Section 2. Term of Agreement. A. The City Manager shall serve at the pleasure of the City Council. B. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the City Manager to resign at any time from his/her position with Employer. C. The City Manager agrees to remain in the exclusive employ of the City of Dublin, while employed by the City of Dublin. The term "employed" however, shall not be construed to include occasional teaching, writing, speaking or consulting performed on his/her time off, even if outside compensation is provided for such services. Said activities are expressly allowed, provided that in no case is any activity allowed which would present a conflict of interest with the City of Dublin. De minimus use of City equipment for such purposes is hereby authorized. Section 3. Termination and Severance Pay. A. In the event the City Manager is terminated by the City Council, then in that event the City shall pay Employee a lump sum cash payment equal to nine (9) months aggregate compensation. Employee shall also be compensated for all earned sick leave, vacation, holidays, and other accrued benefits to date, calculated at the rate of pay in effect upon termination. As used herein, the term "aggregate compensation" shall include Employee's base salary, car allowance, deferred compensation, and PERS contributions. B. In the event the City Manager is terminated by the City Council, all health, dental, and disability insurance and all other City provided benefits shall continue in full force and coverage, at City expense, for a period of nine (9) months or until similar coverage is provided to Employee by a subsequent employer (and is in full force and effect) whichever comes first. Said continuation of group health insurance coverage shall be in addition to any protection afforded Employee by the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA). Coverage under COBRA shall begin on the date all coverage extended under the severance provisions herein expires. Group term life insurance shall be converted to an individual term life insurance policy upon termination of the City Manager by the City Council, with the converted premiums to be paid by the City for a period of nine (9) months or until similar coverage is provided to Employee by a subsequent employer (and is in full force and effect), whichever comes first. C. In the event the City Manager is terminated by the City Council, the City shall pay Employee a lump sum cash payment for outplacement services of $2,000 to assist in providing for various job search expenses to be incurred by Employee. D. In the event the City Council at any time reduces the salary, compensation or other benefits of the City Manager in a greater amount than an applicable across-the-board reduction for all employees of the City, or in the event the City Council fails to comply with any other provision of this Employment Agreement, or if the Employee resigns following a suggestion by a majority of the Council, then, in that event, Employee may, at his/her option, be deemed to be "terminated" at the date of such reduction, such refusal to comply, or such resignation within the meaning and context of the herein severance pay provision, then, in that event, Employee may, at his/her option, be deemed to be terminated, as provided herein. E. In the event the City Manager is terminated because of his/her conviction of any illegal act involving personal gain to himself/herself, or criminal activity (excluding minor traffic- related offenses), then, in that event, Employer shall have no obligation to pay the aggregate severance sum designated herein. -2- F. For purposes of complying with this Section 3 of this Agreement, appropriations held as unencumbered fund balances in any fund or account of the City shall be deemed to be available and authorized for transfer to the appropriate salary and benefit expenditure accounts to insure fulfillment of this provision of the Employment Agreement. G. Contemporaneously with the delivery of the severance pay set forth in this Agreement, Employee shall execute and deliver to Employer a release, releasing Employer of all claims that Employee may have against Employer. Section 4. Salary. Employer agrees to pay Employee for his/her services rendered pursuant hereto as City Manager an annual base salary of $121,000, payable in installments at the same time as other employees of the City are paid. Section 5. Deferred Compensation. Employer agrees to pay the City Manager annual deferred compensation in monthly installments equal to ten percent (10%) of the City Manager's base salary, subject to maximum allowable limits under IRS regulations for applicable plans, calculated upon the base salary as of the date of said payment. Said deferred compensation shall be paid to the ICMA Retirement Corporation (ICMA-RC) or any other retirement fund or funds designated by the City Manager, on or around the first of each month commencing in September 2002. Employer agrees to transfer ownership of said plan or retirement fund to succeeding employers upon Employee's resignation or discharge. Section 6. Retirement Benefits. A. The City Manager shall be covered and governed by the Ohio Public Employees Retirement System. Subject to federal law, state law, and Dublin Ordinance No. 92-02, the City Manager's share of retirement contributions shall be paid by Employer. Calculations for retirement contributions shall include all compensation normally reportable to PERS, including deferred compensation if applicable. Section 7. Insurance Coverages. A. The City Manager shall be covered by the same health, dental and disability plans as all other employees except and that coverage shall be in full force and effect immediately upon start of his/her service to the City, including no waiting period for preexisting conditions. Until such time that the City Manager becomes eligible for disability coverage under the state pension system or other provider, the City shall put into force, and make required premium payments for the City Manager, for an insurance policy providing disability income benefits, including residual benefits, with no expiration, should the Employee be unable to execute the duties of City Manager. The City shall maintain the Employee's full salary for the first thirty (30) days of any disability and the City shall provide a Long Term Disability policy which shall become effective thirty (30) days from date of disability. Such Long Term Disability policy shall provide at least -3- sixty percent (60%) income replacement, as far as practicable given product availability. Said Long Term Disability policy shall also be noncancellable and be guaranteed renewable, with cost of living provisions included. Said Long Term Disability policy shall be terminated at such time that the City Manager becomes eligible for disability benefits under the state pension system or other such provider retained by the City. B. Employer agrees to purchase and pay the required premiums for a term life insurance policy, providing coverage equal in amount to two and one half times the annual base salary of the City Manager, with the beneficiary to be designated by Employee. C. Employer agrees to coordinate its existing insurance plan with the existing coverages of Employee incident to his/her previous employment with the City of Loveland, Colorado. It is the intent of the parties to insure that no hiatus or gap in coverage in health, disability or life insurance occurs for Employee or his/her family. Section 8. Automobile. Employer shall provide a car allowance of $500 per month to the City Manager, payable on or about the first day of each month. Said car allowance shall be intended to reimburse him/her for local travel only, defined as travel within the Columbus Metropolitan Area (Franklin and all contiguous counties). All travel outside of the Columbus Metropolitan Area shall be reimbursed at a per mile rate equal to the IRS allowable rate then in effect. Section 9. Other Benefits. A. All provisions of the Revised Charter, and rules and regulations of Employer relating to fringe benefits and working conditions as they now exist or hereafter maybe amended, shall apply to the City Manager as they would to all other employees of Employer, in addition to said benefits enumerated specifically for the benefit of the City Manager in this Agreement. All benefits which vary according to tenure shall be calculated and granted in accordance with City provisions using an equivalent original employment date of August 5, 2002. Additionally, Employee shall be credited with four (4) weeks of vacation, and (12) twelve days of sick leave upon execution of this Agreement. B. Employee shall accrue four weeks of vacation per year or in an amount which is in accordance with City policy, whichever is greater. Employee shall not utilize more than (4) four weeks of vacation during the first year of employment. C. Employee shall accrue vacation leave at the rate agreed to herein, and shall accrue sick leave at the same rate as other employees of the City of Dublin, however, such accruals shall not be subject to any accumulation limits. D. Employer shall provide a full service membership for the City Manager and his/her immediate family at the City of Dublin Recreation Center. -4- Section 10. Hours of Work. It is recognized that the City Manager must devote a great deal of time outside normal office hours to the business of Employer, and to that end Employee will be allowed to modify their work schedule as she shall deem appropriate. Section 11. Professional Development. Employer agrees to budget for and to pay the professional dues, subscriptions, travel and subsistence expenses of the City Manager for professional participation and travel, meetings and occasions adequate to continue his/her professional development. Said participation on City time shall include, but not to be limited to the National League of Cities, International City/County Management Association, Ohio Municipal League, Innovations Group, Ohio City/County Management Association, and such other national, regional, state and local governmental groups and committees thereof which Employee serves as a member, or which said participation is beneficial to Employer, as well as associated courses, institutes, and seminars, and if approved by City Council in advance, at nationally recognized institutes such as the Kennedy School of Government or the Welton School of Public Policy at the University of Virginia. Additionally, Employer encourages the Local Government Manager to attain positions of leadership in national, state, regional and local associations and organizations relevant to his/her profession. Employer agrees to budget and pay for travel and subsistence expenses necessary for Employee to discharge his/her official duties for such associations and organizations. Section 12. Relocation Expenses. A. Employee agrees to establish residence within the corporate boundaries of the City within six (6) months of employment, and thereafter to maintain residence within the corporate boundaries of the City. B. Employer shall pay directly for the expenses of moving Employee, his/her family and personal property from Loveland, Colorado to Dublin, Ohio. Said moving expenses shall include packing, moving, storage costs, unpacking, and insurance charges. Employee shall secure at least three (3) bids from reputable moving companies for such services, and shall use the lowest responsible bidder. C. Employer shall reimburse Employee for the reasonable direct costs associated with the sale of his/her existing personal residence. Said reimbursement shall be limited to real estate agents' fees and other minor closing costs that are directly associated with the sale of the house, not to exceed $15,000.00. D. Employer shall reimburse Employee for actual lodging and meal expenses for Employee and his/her family en route from Loveland, Colorado to Dublin, Ohio. -5- E. Employer shall provide Employee an interim housing allowance not to exceed $1,200 per month, commencing on his/her first day of work for the City and continuing thereafter on the first day of each month for a period of four (4) months, or until such time that Employee closes on the sale of his/her residences in Loveland, Colorado and in Dublin, Ohio, whichever event occurs first. Should Employee not complete the closing of his/her home in Dublin within four months, Employer agrees to extend the interim housing allowance on a month to month basis, not to exceed a period of nine months in total. F. Employer shall reimburse Employee for a total of two (2) round trip airfares, rental car, lodging, sustenance, and incidental expenses for him/her or his/her spouse at any time during the first three (3) months of service to assist with house hunting and other facets of the transition and relocation process. The City Manager and his/her family may utilize and distribute the total two (2) individual round-trip tickets in any combination of individual members making the trips. Section 13. General Expenses. A. Employer recognizes that certain expenses of a nonpersonal and generally job-affiliated nature are incurred by the City Manager, including participation in civic and other local organizations, and hereby agrees to reimburse or pay said general expenses or dues upon presentation of proper invoice or receipts. B. The City shall provide a cell phone for both business and personal use of Employee, subject to applicable rate plans or ceilings as contracted by the Employer. C. Employer shall bear the full cost of any fidelity or other bonds required of the City Manager under any law or ordinance. D. The Finance Director (or other designated employee) is hereby authorized to disburse funds as needed to fulfill all provisions of this Agreement, upon receipt of duly executed expense or petty cash vouchers, receipts, statements, or personal affidavits. Section 14. Performance Evaluation.. The City Council shall review and evaluate the performance of the City Manager no later than November 30 of each year. The City Council may increase base salary and/or other benefits of the City Manager at the time of his/her review, in such amounts and to such extent as the City Council may determine that it is desirable to do so, at its sole discretion, in light of performance by Employee. Merit increases based on annual performance evaluations and salary reviews are exclusive of any general cost-of-living increases provided to other employees. The Manager shall receive all cost-of-living increases, if any, which Employer may grant to its other non bargaining unit employees, at the same time and in the same manner said increases are granted to those employees. Section 15. Indemnification. -6- Employer shall defend, indemnify and hold Employee harmless from and against any and all torts, claims, causes of action, demands, costs, expenses or other legal action, including all attorneys' fees, whether groundless or otherwise, arising out of any alleged act or omission occurring during or arising out of Employee's performance of duties as City Manager. Employer shall have the right to compromise and settle any such claim or suit and shall pay the amount of any settlement or judgment rendered thereon. Said indemnification shall extend beyond Employee's termination of employment, and the otherwise expiration of this Agreement, to provide full and complete protection to Employee by the City of Dublin, as described herein, for any acts undertaken or committed in his/her capacity as City Manager, regardless of whether the filing of a lawsuit for such tort, claim, cause of action, demand, or other legal action occurs during or following Employee's employment with Employer. Section 16. General Provisions. A. The text herein shall constitute the entire Agreement between the parties. B. This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of the Employee. C. This Agreement shall become effective upon adoption and approval by the City Council of the City of Dublin. D. 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 not be affected and shall remain in full force and effect. IN WITNESS WHEREOF, the City of Dublin has caused this Agreement to be signed and executed in its behalf by its Mayor and duly attested by its Clerk of Council, and the City Manager has signed and executed this Agreement, the day and year first written above. CITY OF DUBL O By ayor CITY MANAGER Jane S. Brautigam ATTEST: %. Clerk of Council APPROVED AS TO FORM // ,~ d ~~'C~~' ~~~~ Stephen J. Smith, Law Director -7-