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CITY OF AUBREY

CITY HALL
107 s. MAIN STREET
AUBREY, TX 76227
(940) 440-9343
(940) 365-1215 FAX

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May 26, 2017

Mr. Matt McCombs
2309 Statler
Carrollton, TX 75007

Dear Matt:

On May 25, 2017, the City Council voted to unilaterally sever the employment relationship
between the City of Aubrey and your position as City Administrator. The contract provides for
a 30?day notice period. Hence, your employment will of?cially end on June 24, 2017. In the
interim, you will be on paid administrative leave. You may be called on to perform work
duties during your administrative leave period, and the City will expect you to be available on
reasonable notice.

In accordance with the contract, you will receive severance pay and any accrued severance
benefits. We have determined the Severance Amount to be $59,253.33, and the Severance
Bene?ts to be $1375.50. Under the contract, the City has the authority to determine whether
the severance payment will be made in one payment or over time. We will notify you when
this determination has been made.

Please let us know if you have any questions about the information provided. We wish you
success in your future endeavors.

Sincerely,

 

CITY OF AUBREY, TEXAS
CITY ADMINISTRATOR EMPLOYMENT AGREEMENT

THIS CITY ADMINISTRATOR EMPLOYMENT AGREEMENT (this ?Agreement?) is made
and entered into effective the If! day of February, 2015 by and between the City of Aubrey, Texas, a
Texas municipal corporation (the ?City?) and Matthew McCombs an individual (the ?Administrator?).

WHEREAS, the City Council of the City (the ?Council?) and the Administrator believe that an
employment agreement negotiated between the Council, on behalf of the City, and the Administrator can
be mutually beneficial to the City, the Administrator, and the community they serve; and

WHEREAS, when appropriately structured, the Council and the Administrator believe an
employment agreement can strengthen the Council?Administrator relationship by enhancing the
excellence and continuity of the management of the City for the benefit of its citizens; and

WHEREAS, the Council, on behalf of the City, desires to employ the services of the
Administrator, as the City Administrator of the City, pursuant to the terms, conditions and provisions of
this Agreement; and

WHEREAS, the Administrator has agreed to accept employment as the City Administrator,
subject to the terms, conditions and provisions of this Agreement.

NOW, THEREFORE, the City and the Administrator, for and in consideration of the terms,
conditions and provisions hereinafter established have agreed, and do hereby agree as follows:

Section 1. Applicability
Except to the extent expressly stated in this Agreement, the terms and provisions of this Agreement shall
govern and apply to and during the time that the City Administrator is employed by the City as an at-
will employee, which shall begin on March 2, 2015. If a City Charter is created and adopted by the City
of Aubrey while this Agreement is in effect, and any Charter provision is inconsistent with the terms and
provisions of this Agreement, this Agreement shall be modified to resolve the con?ict consistent with
the Charter.
Section 2. Employment-At-Will
The nature of the Administrator?s employment with the City shall be as follows:

The Administrator serves at the pleasure of the Council.

Nothing in this Agreement is intended, nor shall same be construed, to in any manner create a
definite term of the Administrator's appointment as City Administrator of the City.

Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the Council
to terminate the services of Administrator at any time at the will of the Council with or without
cause.

CITY ADMINISTRATOR EMPLOYMENT AGREEMENT Page 1

 Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the
Administrator to resign at any time from his/her position with the City; provided, however, that
in order to resign in good standing, the City Administrator must give the City Council at least
thirty (30) days written notice of such resignation. At its sole discretion, the City Council may
elect to shorten this time period

Section 3. Duties

Sec. 3.1 The Administrator is the chief executive officer of the City and shall faithfully perform the
duties of the City Administrator as set forth herein or in the City Charter (?Charter?) if one is adopted,
and City ordinances, as may be lawfully assigned by the Council, and as set forth in this Agreement
(collectively the "City Administrator's Duties?). Further, the Administrator shall comply with state and
federal law, the Charter, if one is adopted, all City policies, rules, regulations, ordinances and policies as
they exist or may hereinafter be amended, and all lawful Council directives (collectively "Applicable
Laws and Authorities?). A11 duties assigned to the Administrator by the Council shall be appropriate to
and consistent with the professional role and responsibility of the City Administrator position. The City
Administrator agrees to work solely for the City in the role as City Administrator, and not to accept
employment from or be employed by any other employer.

Sec. 3.2 Reassignment. If the Council reassigns the Administrator to another position without the
Administrator's prior express written consent, then the reassignment shall be considered a Unilateral
Severance under Section 7.3 of this Agreement.

Sec. 3.3 Council Meetings. Except to the extent prohibited by or in material con?ict with Applicable
Laws and Authorities, the Administrator or the Administrator?s designee shall attend, and shall be
permitted to attend, all meetings of the Council, both public and closed, with the exception of those
closed meetings devoted to: the consideration of any action or lack of action on this Agreement, or
any amendment thereto; (2) evaluations of Administrator (subject to any exceptions provided for by
law), the Municipal Court Judge(s) and the City Attorney; (3) addressing con?icts between individual
Council members; and (4) instances where the attendance of the Administrator would create a conflict of
interest or impediment to the Council receiving candid legal or other professional advice.

Sec. 3.4 Criticisms, Complaints, and Suggestions. The Council, individually and collectively, shall
refer in a timely manner to the Administrator for study and/or appropriate action, all substantive
criticisms, complaints, and suggestions pertaining to the City?s operations and/or administration that
may be called to the Council's attention, and the Administrator shall refer such matter(s) to the
appropriate City employee or shall investigate such matter(s) and inform the Council of the results of
such efforts.

Sec. 3.5 Indemni?cation. To the extent it may be permitted to do by applicable law, including, but not
limited to Texas Civil Practice Remedies Code Chapter 102, the City does hereby agree to defend,
hold harmless, and indemnify Administrator from any and all demands, claims, suits, actions,
judgments, and attorney fees and related expenses incurred in any legal proceedings brought against
Administrator in the Administrator?s individual or official capacity as an employee and as City
Administrator, provided that the incident(s) forming the basis of any such demands, claims, suits,
actions, judgments, and attorney fees and associated expenses, arise from an act or omission of
Administrator, as an employee of the City, acting within the course and scope of the Administrator?s

CITY ADMINISTRATOR EMPLOYMENT AGREEMENT Page 2

employment with the City. Excluded from the City?s obligation to defend, hold harmless, and indemnify
the Administrator, are any such demands, claims, suits, actions, judgments, and attorney fees and
associated expenses where it is determined that the Administrator committed official misconduct, or
committed a willful or wrongful act or omission, or an act or omission constituting gross negligence, or
acted in bad faith; and excluding any demands, claims, suits, actions, judgments, and attorney fees and
associated expenses that would be recoverable or payable under an insurance or other risk contract, held
either by the City or by the Administrator. The selection of the Administrator?s legal counsel shall be
with the mutual agreement of the Administrator and the City if such legal counsel is not also City?s legal
counsel. A legal defense may be provided through insurance or risk?pool coverage, in which case the
Administrator?s right to agree to legal counsel provided for him or her will depend on the terms of the
applicable insurance or risk-pool contract. To the extent this Section 3.5 exceeds the authority provided
and limitations imposed by Texas Civil Practice Remedies Code, Chapter 102, it shall be construed
and modified accordingly. The provisions of this Section 3.5 shall survive the termination, expiration or
other end of this Agreement and/or the Administrator's employment with the City.

Sec. 3.6 Appropriation. The Council has appropriated, set aside and encumbered, and does hereby
appropriate, set aside, and encumber, available and otherwise unappropriated funds of the City in an
amount sufficient to fund and pay all financial obligations of the City pursuant to this Agreement.

Sec. 3.7 Hours of Work. The Administrator acknowledges that the proper performance of the City
Administrator?s Duties require the Administrator to generally observe normal business hours and will
also often require the performance of necessary services outside of normal business hours. The
Administrator agrees to devote such additional time as is necessary for the full and proper performance
of the City Administrator?s Duties and that the compensation herein provided includes compensation for
the performance of all such services. However, the City intends that reasonable time off be permitted the
Administrator, 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 City Administrator.

Sec. 3.8 Outside Employment and Investments. The Administrator will devote full time and effort to
the performance of the Administrator's Duties, and shall remain in the exclusive employ of the City
during the term of this Agreement; provided that, with the prior consent of the Council, the
Administrator may accept outside professional employment which does not interfere with the
Administrator performing the City Administrator?s Duties hereunder. The term "outside professional
employment? means professional services provided to third parties that do not con?ict in any manner
with the Administrator?s duties to the City and for which the Administrator is compensated and which
are performed on the Administrator's time off. It is further understood and agreed that because of the
duties of the Administrator within and on behalf of the City and its citizenry, the Administrator shall not,
during the term of this Agreement, individually, as a partner, joint venturer, officer or shareholder,
invest or participate in any business venture conducting business in the corporate limits of the City of
Aubrey, except as to stock ownership in any company whose capital stock is publicly held and traded,
without the prior written consent of the Council. Further, and during the Term of this Agreement,
Administrator shall, except for a personal residence or residential property acquired or held for use as
Administrator?s personal residence, not invest in any other real estate or property improvements within
the City, without the prior written consent of the Council.

CITY ADMINISTRATOR EMPLOYMENT AGREEMENT Page 3

Section 4. Compensation
Sec. 4.1 Salary and Vehicle Allowance.

The City shall provide the Administrator with an annual salary in the sum of $80,000. This
annual salary shall be paid to the Administrator in equal installments on the same schedule as
other City employees and shall be paid net of any applicable withholding or deductions required
by the Applicable Laws and Authorities. This annual salary, as it may be adjusted in accordance
with Section 4.2, shall be understood to be the amount of the ?Base Salary? as referenced in
Section 7.3(c) of this Agreement.

The City also agrees to pay to the Administrator during the term of this Agreement the sum of
$6,000 per year ($500 per month), as a vehicle allowance toward purchase, lease, operation,
and/or maintenance of a personal vehicle. In addition to the vehicle allowance provided
herein, the City agrees to reimburse Administrator at the rate per mile established for all other
City employees for use of Administrator?s personal vehicle for those trips benefiting the City
which have a round trip mileage from Aubrey greater than 100 miles.

Sec. 4.2 Salary Adjustments. At any time during the term of this Agreement, the Council may, in its
discretion, review and adjust the salary of the Administrator, but in no event shall the Administrator be
paid less than the salary set forth in Section 4.1(a) of this Agreement, except: (1) by mutual written
agreement of the parties; or (2) to the same degree of an across?the-board reduction for all employees of
the City. Such adjustments, if any, shall be made pursuant to lawful Council resolutions. In such event,
the parties agree to provide their best efforts and reasonable cooperation to execute a new or amended
agreement incorporating the adjusted salary.

Sec. 4.3 Paid Leaves Paid Time Off and Holidays. The Administrator shall begin employment with
10 days of paid vacation, not including holidays observed by the City. Vacation shall thereafter be
governed as authorized for other full time employees of the City as set forth in the City?s personnel
policies, except that, beginning on the Administrator?s first day of employment under this Agreement,
the Administrator will not be subject to an evaluation period for the purposes of beginning of accrual or
use of vacation. All vacation earned by the Administrator in the first year of employment along with the
hours established under this paragraph may be carried over and accrued if not used in the first year of
employment. The vacation taken by the Administrator will be taken at such time or times as will least
interfere with the performance of the City Administrator's duties, and the Administrator will give
advance notice to the Mayor or his/her designee of any planned absence. The Administrator may
observe the same legal holidays as provided under the City?s personnel policies.

Sec. 4.4 Bene?ts - General. The City will provide the City Administrator with all other benefits 
Texas Municipal Retirement System (TMRS) contributions, health care premiums and deferred
compensation contributions) as are provided to other full time employees of the City.

Sec. 4.5 Retirement Benefit. With reSpect to the City?s TMRS plan, the City agrees to make the same
level of contributions for the Administrator or on the Administrator?s behalf as the City does for its other

administrative employees consistent with all Applicable Laws and Authorities.

Sec. 4.6 Expenses. The City shall pay or reimburse the Administrator for reasonable expenses incurred
by the Administrator in the continuing performance of the Administrator's duties under this Agreement.

CITY ADMINISTRATOR EMPLOYMENT AGREEMENT Page 4

Other actual or incidental costs may include, but are not necessarily limited to, hotels and
accommodations, meals, rental car and related gasoline purchases, and other expenses incurred in the
performance of the business of the City. The Administrator shall comply with all procedures and
documentation requirements in accordance with the City?s personnel policies and Applicable Laws and
Authorities. If on or before March 1, 2018, the Administrator is still employed by the City and moves to
Aubrey and establishes his permanent residence in the City limits or extraterritorial jurisdiction, the City
will reimburse Administrator for moving expenses up to 10,000.

Sec. 4.7 Bonds. The City shall bear the full cost of any fidelity or other bonds required of the
Administrator under any law or ordinance.

Section 5. Professional Growth

Sec. 5.1 Professional Dues and Subscriptions. The City agrees to budget for and to pay for
professional dues and subscriptions of the Administrator necessary for continuation and full
participation in national, state, regional, and local associations and organizations as necessary and/or
desirable for the good of the City through the Administrator?s continued professional participation,
growth and advancement, including ICMA, TCMA, NTCMA and local Rotary or other similar local
organization.

Sec. 5.2 Professional Development Travel. The City agrees to budget for and to pay for travel and
subsistence expenses of the Administrator for professional and official travel and meetings to adequately
continue the professional development of the Administrator and to pursue necessary official functions
for the City, including but not limited to the ICMA Annual Conference, the Texas Municipal League,
the Texas City Management Association, and such other national, regional, state and local governmental
groups and committees in which the Administrator is a member.

Sec. 5.3 Professional Continuing Education. The City also agrees to budget for and to pay for travel
and subsistence expenses of Administrator for short courses, institutes, and seminars that are necessary
and/or desirable for the good of the City through the Administrator?s professional development.

Section 6. Performance Evaluation

Sec. 6.1 Evaluation Process. The Council shall endeavor to review the Administrator?s job
performance at least once annually in accordance with criteria and format developed jointly by the
Council and the Administrator. The Council shall provide the Administrator a reasonable and adequate
opportunity to discuss with the Council and/or respond to the evaluation.

Sec. 6.2 Confidentiaiity. Unless the Administrator expressly requests otherwise in writing, and except
to the extent prohibited by or in material con?ict with Applicable Laws and Authorities, the evaluation
of the Administrator shall at all times be conducted in closed session of the Council and shall be
considered confidential to the maximum and full extent permitted by law. Nothing herein shall prohibit
the Council or the Administrator from sharing the content of the Administrator?s evaluation with their
respective legal counsel.

Sec. 6.3 Modification of Evaluation Process. In the event the Council determines that the evaluation
instrument, format, timing and/or procedure are to be modified by the Council, and such modifications

CITY ADMINISTRATOR EMPLOYMENT AGREEMENT Page 5

would require new or different performance expectations, then the Administrator shall be provided a
reasonable period of time to demonstrate such expected performance before being evaluated.
Section 7. Termination

Sec. 7.1 Termination Events. This Agreement shall terminate upon any of the following:

Mutual agreement of the Council and Administrator in writing and signed by the Administrator
and the duly authorized representative of the Council;

Retirement, death, or permanent and total incapacity of the Administrator;

Termination of Administrator's Employment for ?Good Cause" (as defined in Section 7.2
below); or

A Unilateral Severance (as defined and in the manner set forth in Section 7.3 below).

Sec. 7.2 Good Cause. For purposes of this Agreement the term ?Good Cause" to terminate the
Administrator is defined to include:

any willful, knowing, grossly negligent, or habitually negligent breach, or unreasonable
disregard of any provision of this Agreement, or any willful, knowing, grossly negligent, or
habitually negligent breach or unreasonable disregard of any duty or obligation required to be
performed by Administrator under this Agreement or under the Charter, if one is adopted, and
ordinances of the City and/or the Applicable Laws and Authorities;

any misconduct of the City Administrator involving an act of moral turpitude, criminal illegality
(excepting minor traffic violations), or habitual violations of the traffic laws, whether or not
related to Administrator?s official duties hereunder; or

any willful, knowing, grossly negligent, or habitually negligent misapplication or misuse, direct
or indirect, by Administrator of public or other funds or other property, real, personal, or mixed,
owned by or entrusted to the City, any agency or corporation thereof, or to the Administrator in
his/her official capacity.

Sec. 7.3 Unilateral Severance.

As one of the termination events Specified above in Section 7.1 of this Agreement, the Council
may end the employment relationship and terminate this Agreement, at the pleasure of the
Council, whether with or without good cause, upon written notice to the Administrator as
specified below and upon payment to the Administrator of the Severance Amount (as defined
below), and compensation for or allowance of the Severance Benefits (as defined below).

If the Council determines that it desires a Unilateral Severance it shall provide written notice to
the Administrator at least 30 days in advance of the effective date of such termination,

specifying:

(1) that the Council has voted to pursue a Unilateral Severance pursuant to this
Section 7.3;

CITY ADMINISTRATOR EMPLOYMENT AGREEMENT Page 6

(2) the effective date of the Unilateral Severance (?Severance Effective Date");
and

(3) the City's commitment to pay the Severance Amount and to compensate for
or allow the Severance Benefits.

The ?Severance Amount? means the total amount of six months of the Administrator?s then
current Base Salary. The Severance Amount shall increase by an amount equal to one month of
the Administrator?s then current Base Salary for each full year of service after the Effective Date
of this Agreement, up to a maximum of 12 months of then current Base Salary.

The ?Severance Benefits? mean any accrued but unused vacation in accordance with the City?s
then?current personnel policies.

At the City's option, any Severance Amount and any compensation for unused Severance
Benefits due hereunder may be paid in equal installments at the same time as other employees of
the City are paid; provided, however, that the full Severance Amount and compensation for
unused Severance Benefits shall be paid to the Administrator on or before the first anniversary of
the Severance Effective Date. Payment by the City of the Severance Amount, and compensation
to Administrator for unused Severance Benefits shall be deemed and constitute a full and
complete satisfaction of the City?s obligations to the Administrator, and any decision to pay
same in equal installments shall not be deemed to extend this Agreement or the Administrator?s
period of employment.

In the event of a Unilateral Severance, the parties agree not to make disparaging comments or
statements about each other or their respective agents or representatives.

Section 8. General Provisions

Sec. 8.1 Complete Agreement. This Agreement sets forth and establishes the entire understanding
between the City and the Administrator relating to the employment of the Administrator by the City.
Any prior discussions or representations by or between the parties?wand any prior written agreements
between the parties?concerning the subject matter of this Agreement are merged into and rendered null
and void by this Agreement. The parties by mutual written signed agreement may amend any provision
of this Agreement during the term of this Agreement; such amendments shall be incorporated and made
a part of this Agreement.

Sec. 8.2 Binding Effect. This Agreement shall be binding on the City and the Administrator as well as
their heirs, assigns, executors, personal representatives and successors in interest.

Sec. 8.3 Savings Clause. If any term or provision of this Agreement, as applied to any party or to any
circumstance, is declared by a court of competent jurisdiction hereof to be illegal, unenforceable or void
in any situation and in any jurisdiction, such determination shall not affect the validity or enforceability
of the remaining terms and provisions hereof or the validity or enforceability of the offending provision
in any other situation or in any other jurisdiction. The parties agree that the court making such
determination shall have the power to reduce the scope, duration, area or applicability of the term or
provision, to delete specific words or phrases or to replace any illegal, unenforceable or void term or

CITY ADMINISTRATOR EMPLOYMENT AGREEMENT Page 7

provision with a term or provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision.

Sec. 8.4 Conflicts. To the extent of any conflict between this Agreement and the City's personnel
policies, this Agreement shall govern. To the extent that any of the Applicable Laws and Authorities
provide any rights to the Administrator that exist only in the absence of an employment agreement, this
Agreement shall supersede such rights

Sec. 8.5 Controlling Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Texas and shall be performable in Demon County, Texas>>
unless otherwrse provided by law.

Sec. 8.6 Notice Any notice to be given under this Agreement by either pany lo the other party shall be
in writing and sent by registered or certified mail, return receipt requested,

Notice to City will be sufficient if made or addressed to the following:
City Council

c/o City Secretary

City of Aubrey

107 s. Main Street
Aubrey, Texas 75227

with a copy to the then current Mayor.

Notice to the Administrator will be sufficient if made or addressed to the following:

Matthew

Each party may change such party's address for notice by giving notice of that change in
accordance with the provisions of this section.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to he executed in their
names either individually or by their duly authorized officers

lr\
City or Aubrey, N35: 


By: i

Roy Miagno Mayor 6'

Attest: 

Jenny Huckabee, City Secretary

Approved as to form:

 

CITY EMPLOYMENT AGREEMENT Page 

CITY ADMINISTRATOR EMPLOYMENT AGREEMENT



McCoy, City Attorn75r

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