EMPLOYMENT AGREEIWENT between the City of Bastmp Paul Ho?naln THIS AGREEMENT (?Agreement?) is made and entered into by and betwem the City ofBasuqJ, Texas, a municipal wrporation (the and Paul Flotinann= a ?31111?! (the WITNESSETH: WHEREAS, the City Council of the City (the ?Council?) and the Manager believe that an employmmt agreemmt negotiatedhetwem theCoInieil, on belmlt'ofthe City, and the Managerean be mutually bene?cial to the City, the Manager, and the they serve; and WHEREAS, when appropriately structured, the Council and the Manager believe an employmn agreanmt can arengthen the Cotmcil?Manager relationship by enhancing bene?t of citizens; and WHEREAS, the Council, on behalf of the City, desires to employ the services of the Manager, as the city managa' of the City (?City Managin?), mm to the terms, conditions and provisions of this Agreement; and WHEREAS, the Manager has agreed to accept employment as the City Manager, subject to the terms, conditions and provisions of this Agreement. NOW, THEREFORE, the City and the Manger, for and in considermion oflhe terms, . conditions and provisions hereinafter established have agreed, and do hereby agree as follows: DURATION 1.1 'l'hetennof?iisAgreanent shallbe for a term ofoneyear,beginning on August3,2020 (the "CowmaDate?andending onAugustZ,2021,pwvided, however, that the term of this Agreement shall be subject to earlier termination as set forth in Section August 3, 2020, shall be the Manager?s o?icial start date. L2 AUTOMATIC RENEWAL Annually, this Agremrent shall automatically be extended for an additional year, unless one party noti?es the other in writing at least ninety (90) days prior to the anniversary of the effective date of this Agreement that it does not intend to extend this Agreement. Eithtn'partymay decide tonotextend this Agrwnentforan additional yearfor myreamwnhorwi?imncanse- intentionnot torenew beammdmaTerrninatinn Event mSeetion [Unilateral Severance]. 2.1 2.4 City of Bastrop June 23, 2020 II. EMPLOMNT APPOINTMENT. Through this Agrcernmt, the City Council hires Paul A. Ho?nann (?Manager?) as an employee of?ie City, and appoint; Paul A. Holinmm to serve in the capacity of City Manager. CHIEF ADMINISTRATIVE OFFICER. The Manager is the chief administrative of?cer oftheCityandshall audtheCity?sCodeondinanccsand, as may be lawfully assigied by the Council (collectively the "City Manager?s Duties"). Further, the Manager shall comply with (collectively "Applicable laws and Authorities?): state and federallaw; exist orrnay hereina?erheamenihad; and, all law?ll Cotmeil directives. All (hrtiesassigned to the Manager by the Council shall be Waite to and consistent with the professional role and responsibility of the City Manager position. DUTIES. The Councii does hereby employ Manager as City Mmmgerto pafonnthe City Applicablelaws amiAuthorities and each of the following duties to the full extent not prohibited by or in material con?ict with any existing provisions of the City?s Charter or Applicable Laws and Authorities: a. Employ, on behalfofthe City, all otheremployees oflhe City (othcr?ian the City Attorney and Municipal Court Judge). h. Direct, assign, reassign and evaluate all of the employees of the City. c. Organize, reorganize and arrange the sta?ofthe City- (1. Develop and establish internal regulations, rules, and procedures that the Manager deems necessary for the ef?cient and effective operation of the City- Accept all resignalims of employees of the City, excqit the of the Manager, City Attorney, and Municipal Cant Judge, which must be accepted by the Council. Tim Manage: shall perform the City Manager?s Ditties with reasonable care, diligence, skill and expertise. REASSIGNMENT. The Manager cannot be reassigned from the position of City Manager toanotherpositionwithointhe consent. CRIHCISMS, 8: SUGGESTIONS. The Council, and collectively, shall refer in a timely manner all substantive criticisms, complaints, and suggestions called to the Council's attention to the Manager for study andfor appropriate action, and. the Manager shall. refer the matteds) to the Ware City employee or shall investigate sueh martinis) infmn the Cmmcil ofthe results ofsuch efforts. P. Hofmann Page 2 Employment Agreement 2.6 2.7 2.8 2.9 City of Bastmp June 23, 2020 INDEMNIFICATION. To the extent permitted by applicable law, including, but not lirnitedtoTexasCivil Practiee&RernediesCode Chapter IDLmeCitydoeshereby agreeto defend, hold harmless, and indemnify the Manager from anyr and all dranauds, claims, suits, feesincuaed against Manager in the Manager?s individual or of?cial capacity as an employee and as City Manager, providing the inciden?s), which is (are) the basis of any such demand, claim, suits, feegmosemdoesmise in?le?mlre from an actoromission ofManager, as an midyeeoftheCity, actingwilhin the course and scope of the Manager?s employment with the City; excluding, however, any such danand, claim, suits, actions, judgments, expenses and attorneys? fees for those claims or any causes of action where it is determined that the Manager committed of?cial misconduct, or committed orwrongl'ul actoromission, oran negligence, or acted inhad faith; and excludinganyeosts, fees, expemesordamagesdlatwouldbe recoverable or payable under an insurance contract, held either by the City or by the Manager. The selection of the Manager?s legal counsel shall be with the mutual agreement oftheManagerand?re Cityifsuch legal counsel isnotalsoCity?s legal counsel. A legal defense immune andt?orrisk pool coverage, in which case the Manager?srighttoagreeto legal eomsel provided fortheMmgawill dependon thetemis of the applicable insurance or risk pool contract. To the extent this Section 2.6 exceeds the authority provided and limitations imposed by Texas Civil Practice Remedies Code, Chapter 102, itshall beconstruedandmodi?ed accordingly. Themvisimsofdiis Section 2-6 shall smvivedletermination, Manager?s employment with the City in a timely marmer. APPROPRIATION. To the extent allowed by law, the Council has appropriated, set aside and lundsofthe Cityin anamoont suf?cierittofundandpayall ?nancial TheCity?sobligationscreated inthisAgleementshal] bepayableoutofcunentrevenues andfor fund balance. HOURS OF WORK. The Manager acknowledges the proper performance of the City Manager's Duties businmshours andwill ofnormal harshness hours- performance of the City Manager's Duties and that the compensation herein provided includes compensation for the performance of all such services. However, the City intends tomeManager, suchas is eustornaryforexempt unployees. solongasdtetime condmaftheo?iceof the City Manager. EXCLUSIVE EMPLOYMENT. The Manager will devote full time and effort to the paformanceofdieCily Manager?s Citydmiugthetermofthis Agreemeutprovided thaLW'ith theyiorwrittenconsentofthe Mayor, anployment?iatdoesnot interfere with the Manager?s performance of, or the Manager's availability for the performance of, the City Manager's Duties hereunder. The term "outside professional employment" means P. Hofmann Page 3 Employmt Agreement 3.1 3.2 3.3 3.4 3.5 3.6 City of Bastmp June 23, 2020 professional services provided to third parties for which the Manager is compensated and that: are performed on the. Manager's time OH. 111. COMPENSATION SALARY. The City shall provide the Manager with an annual salary in the sum of one hundred eighty??ve thousand dollars This annual salary rate shall be paid to theManagerin equal paid net of any applicable withholding or deductions required by the Applicable laws and Authorities. SALARY ADJUSTNIENTS. At any time during the term of this Agreement, the Council may, the mutual agreementofthetwoparties. Suchadjustments, ifany,shallhemadepursuantto lawful Council resolutions. In such event, the parties agree to provide their best e?orts and reasonable cooperation to execute a new agreement incorporating the adjusted salary. PAID LEAVE - Vacation, Sick Ho?tlay. a. Vacation. The Manager may take, at the Manager's choice, the same number of hours of vacation authorized for o?ter administrative employees of the City, which can be taken in asingleperiod oratdi?'ermttimes- Tohelp leavewill be taken atmch timeortim aswill least Manager?s Duties, the Manager will request leave in writing in advance ?'Om the Mayor, and such approval shall not be unreasonany withheld. b. Sickle Tthanager isherebygrantedthesame sick leavebme?ts as authorized by Council policies for administrative employees. The Manager shall observe the same legal holidays as provided by the City for its administrative employees. c. Accrual Upon Commencement. Upon the Commencement Date, Manager shall be deemed to have aemted forty (40) hours of vacation, mid ?irty (40) bonus of sick leave. BENEFITS -GENERAL Unlm inthisAgreementT in addition to those bene?ts speci?cally set forth herein, the Manager shall be entitled to the same bene?ts that are enjoyed by any other administrative employees of the City pursuant to all Applicable laws and Androrities. INSURANCE HEALTH. The City agrees to pay the for health, hospitalization, vision, dental and comprehensive medical insurance for the Manager pursuant to the group health care plan provided by the City for its employees. REHREMENTBENEFIT. or local retirement system and to make at least the same level of contributions for the Manager or on the Manager?s behalf as the City does for its other administrative employees P. Ho?nann Page 4 Enqabyum?geunmt 3.7 3.8 3.9 3.10 4.1 4.2 City of Bastrop June 23, 2020 consistent with all Applicable laws and Authorities. The Manager may designate in writing Ihalaportion ofthe Mmaga?ssalary istobedeposittd bytheCity intoananeillary retirement account. EXPENSES. The City shall pay or reimburse the Manager for reasonable expenses incurred by the Manager in the continuing performance of the Manager?s duties under this Agreement inthesarne TheCityagrcestopaytheacmal and incidental costs Suehaetual orineidemal coats may include, but are not limited to, gasoline, hotels and meals, rental car, and other expenses incurred in the performance of the business of the City. The Manager shall comply withall [nocedures anddounnentationrcquirements inaccordancewith Applicable Laws and Authorities. BONDS. The City shall bear the full cost of any ?delity or other bonds required of the Manager under any law or ordinance. a. Residency. Manager agrees to establish. residence widiin the city limits of the City withm city limits as mandated by the City Charter. Expense Reimbursement ln mutation with the nemary relocation of the Manager and the Manager's family to the City, the City shall reimburse the Manager for necessary and reasmahle expenses incurred in moving and relocating the Manager?s family and belongings, provided that the amount reimbursed by the City shall not exceed ten thousand dollars The Manager shall document all moving and relocation reimburse theManagcr feral] such doetnnentcd expanses within thirty(30) days ofthe City's receipt of such documented expenses. Reimbursement shall be made by the City within thirty (30) days of having received receipts ?om the Manager. IV. PROFESSIONAL GROWTH PROFESSIONAL DUES 8: SUBSCRIPTIONS. The City agrees to budget for and to pay for professional dues and subscriptions of the Manager necessary for continuation and full in national, state, and local associations and munitions as necessary andfor desirable forthe good ofthe City through the Manage?s continued professional development, growth and advancement. PROFESSIONAL DEVELOPDENT TRAVEL. The City agrees to budget for and to pay for travel and subsistence expanses of?ie Managtn' for professitmal and of?cial travel and development ofthe Managerand to pursue P. Hofmann Page 5 Employment Agreement 4.3 5.1 6.1 City of Bastrop June 23, 2020 necessary of?cial functions for the City, including but not limited to the ICMA Annual Con?uence, the Texas Municipal League, the Texas City Management and suchothernational, stateand localgovermnental groups aruieommittoes inwhich the Manager is a member. Time spent tart-of?town by the for Professional Development purposes must be approved in advance by the Mayor, and such approval shall not be unreasonably withheld. PROFESSIONAL CONTINUING EDUCATION. The City also agrees to budget for and topayfortravel and institutes, and seminars that are necessary andfor desirable for the good of the City through the Manager?s professional development. V. PERFORMANCE EVALUATION EVALUATION PROCESS. The Council shall review the Manager?s job performance at leastonceannually with the ?rst review being reviewstooecurduringthemon?r ?lepartiesagree accordance with criteria and format developed by the Council. The Council shall provide the Manager a reasonable and adequate opportunity to discuss the criteria and format with the Council andior respond to the Manager?s evahntim- MODIFICATION OF PROCESS. In the event the Cmmeil determines that the evaluation instrument, format andfor procedure are to be modi?ed by the Council, and such modi?cations would require new or different performance expectations, then the Manager shall such expected performance before being evaluated- VI. TERMINATION TERMNATION EVENTS. This Agreemmt shall terminate upon any of the following: a. Mutual agreement of the Council and Manager in writing and signed byboth parties; 1). Termination of Manager?s Employment for Good Cause (as de?ned in Section 6.2, below); it. Unilateral Severance (as de?nedand in Section 6.2 below); (1. Retirement or death of the Manager; Manager?s written voluntaryr resignation; or f. Expiration ofthetenn stating in writingde intention that it not be renewed, in accordance with Section 1.2). P. Ho?nann Page 6 Employment Agreement 6.2 DEFINITIONS. 3. follows: 1. Class 1 Causes: The terms and conditions of this section shall justify good cause if the Council has movided the Manager with written noti?cation and a reasonable opportunity to runediate any inoompetmcy inef?ciency- Failure to ful?ll the City Manager?s Duties as required in this Agreement, City Charter, or City Code of Ordinances; Incompetence or inef?ciency in the paforlnance ofihe City Manager's Duties as documentedhyevaluations, supplementh motherwritten commrmicaiion ?'orn the Cmmcil; .Insubordination or failure to comply with law?il written Council directives; Failure to comply with Applicable Laws and Antimi?es; Neglect of duties; required duties of the Manager; Engaging in a romantic or sexual relationship with a subordinate; Violation of the 4" TCMA Code of Ethics; andi?or Any other reason consiinrting "good cause" under established Texas law. 2. Class 2 Causes: These terms and conditions shall justify good cause without the Council providing the Manager with written noti?cation and an opportunity to remediate. Conviction of a felony or crime involving mat tmpinide; Indictment or conviction for having assaulted an employee or citizen of the City; Knowingly falsifying records or documents related to the City's activities; andlor Knowingly misrepresenting ?arterial facts to the Council or other City of?cials in the conduct of the ity?s business. 1). Current Obligations means all salary and bme?ts under this Agreement payable or otherwise owing by City to Manager through and including the Termination Effective Date or Severance Effective Date 1. an amount equal to the value of the Manager's then? current salary, computed on an hourly basis determined by divmng the Marrager?s then-crater}! annual salary by 2080 2. the value of any accrued but unused vacation and sick leave days, computed on an hourly basis determined by dividing the Manager?s then-current annual salary by 2080 horns. City of Bastrop Employment Agreement P- Ho?nann June 23. 2020 Page d. Severance Bene?ts means, continued health insurance bene?ts at the City?s expense, putsuantto Section35 ofthe Agreement, fertile Swaumiodunless, ifsooncr, the mauployer. e. Severance Period: The initial Severance Period is six (6) months. On each anniversary compensationperioduptoa maximum cumulative total of nine 6.3 TERMINATION FOR GOOD CAUSE. a. 1). Alternative Discipline. When contemplating Termination for Good Cause, the Council may ?rst consider counseling, verbal rqnimands, mandatoryr cotredive and administrative leave with pay. These ?aws of progressive are available as options For Good Cause. As one of the tennination events speci?ed above in Section 6-1, the Council mayendthe mlployment relationship oftheCouncil, forgoodcausc,tq)onwrittm uoticeto the Menagerie; speci?edbelow- Notice. If the Council determines that it desires Termination for Cause, it shall provide written notice to the Manager of the effective date of such termination, which speci?w: l. asimplemajor?yofdieCmmcil (3f5)has voted toposuea'l'errninalion forCausc, 2. the e?'ective date of the Termination for Cause ("Temiination Effective Date"); and 3- the City's commiunent to pay the value of all Current Obligations any accrued but unused vacation and sick leave computed on an houdy basis determined by dividing the Manager?s then current annual salary by 2080 hours. Instructions. On or before the Termination Effective Date, the Manager may by written notice to the City direct that payment for accruedlmtusedvacation and sick leave bepaid andpayablein [In?ded?iatdletotalmustbepaid and payablcwithin sixty(60)days oftheTenuina?ou Effective Dateanddicreshallbeno limitations on the Cit)r making all deductions and withholdings required by law. 6.4 UNILATERAL SEVERANCE. I. City of Bastrop June 23, 2020 WithoItCalse. Cmmcil Agleemem, atdle pleasure of the Council, without good cause, upon written notice to the Manager as speci?ed below, and payment to the Manager of the Severance Amount (as de?ned above), the Severance Bene?ts (as de?ned above) and the Cment Obligations (the "Unilateral Severance?)- P- Hofmann Page 8 Employment Agreement 6.5 6.6 City of Bastrop June 23. 2020 13. Notice. If the Council determines that it desires a Unilateral Severance it shall provide writtennoticeto theManagerat date of such termination, which speci?es: l. a super majority of the Council has voted to pursue a Unilateral Severance, 2. the effective date of the Unilateral Severance ("Severance E?bctive Date"), and 3. the City's commitment to pay the Sevaanee Amount (including a speci?c line item ?ratcmtitutethctotal the Severance Bene?ts and the Cin'rent Obligations. c. Instructions. On or before the Severance Effective Date, the Manager may by written noticeto theCity directthatlhe directed payable within sixty(60) daysoftheSeveranceE?'ective Dateand timeshallbeno limitations on the City making all deductions and withholdings required by law. d. Waiver 8; Release. Conditioned upon the City ful?lling its obligations to pay the matinilzmnal Severance, the Manager waives and releases the Manager?s rights to continued employment with the City. Payment of the Severance Amount and Severance Bene?ts by the City to the Manager shall be the Manager?s sole remedy for Manager agreesto aeceptthe damages, in contract, tort, or statutory violation. At the point the City ?ll?lls its obligations set out above in this section, this language shall then constitute a mutual release and waiver. In the eventofa Unilateral Severance, thepartiesagreenotto makedisparaging comments or statanems about each other. RESIGNATION. Manager may end the employment relationship and terminate this Agreement, at the pleasure of the Manager, whether with or without good cause, upon thirty (30)days? w?ttennoticetotheCouncil. section- This form of separation does not entitle the Manager to Severance Pay or Severance Bene?ts. Uponlhe Manager?s resignation, ?ieCitywillpaythevahieofall Current Obligations any accrued but unused vacation and sick leave days, computed on an hourly basis determined by dividing the Manager?s then current annual salary by 2080 hours, within sixty (60) days ofthe Resignation Effective Date. There shall be no limitatitms on the City makinga?dedm?onsandwithhok?ng requiredbylaw- dammit address a agremiengwhiehmay involve compensatory elements. IfthisAgreementterminatesdueto RetireinentorDea?iof?le Manager, notice to the Cmmcil of an intent not to renew this Agreement pursuant to Section 1-2, the City will pay the value of all Current Obligations within sixty (60) days of the Retirement Effective Date or having received noti?cation of the Manger having passed away. There shall berm linutatimrsontheCity requiredby P. Hofmarm Page 9 Employment Agreement 7.1 7.3 7.4 7.5 7.6 City of Bastrop June 23, 2020 law. This form of separation does not entitle the Manager to Severance Pay or Severance Bene?ts. VII. PROVISIONS COMPLETE AGREEMENT. This Agreement sets forth and establishes the entire understanding between the City and the Manager relating to the employment of the Manager by the City. (Immunities byorbetween thepartjes are merged and voidby drisAgreemmt. 'lhepartiesbymutnalwritten signed agreement may amend any provision of this Agreement during the term of this Agreement; suchamendments shall be incorporatedandmadeapart ofthisAgreement. BINDING EFFECT. This Agreement shall be binding on the City and the Manager as well as their heirs, assigns, executors, personal lepresmtatives and successors in interest. 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, rmenforceableorvoidinany such determinationshall not affemthevalidity validity or enforceability of the offending provision in any other situation or in any other jurisdiction- The parties agree that the court or arbitrator making such determination shall havethepowerto reduced'te scope, dnr?ion, areaorapplicabilityof?ieterm orprovision, to delete speci?c words or phrases or to replace any illegal, unenforceable or void term or 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. CONFLICTS. Inthe event ofanycon?ietbetwemthetexms, conditions andprovisions of by law, the terms of this Agreement shall take precedence over the contrary provisions of the Applicable Laws and Authorities during the term of this Agreement. CONTROIJMG LAW. This Agreanent shall. be governed by and examined and enforced in accordaneewi?l ?lclaws ofthe StateofTexas andshall bepaformableiu Bastmp County, Texas, unless otherwise provided by law. NOTICE. Notice given pmsuant to this Agreement shall be given by depositing in the custody of the US- Postal Service, postage prepaid, addressed as follows: a. CityufBastrqa, I311 Chatnut Street,BastIop,TX78062- b. Paul Hoffman, at the address most recently designated by the Manager on ?le in the Hmnan Resources Department. transmission in the US. Postal Service. P. Hofmann Page 10 Employment Agreement 7.7 7.8 7.9 7.10 7.11 ASSIGNMENT. Neither party may assign its rights, duties or obligations under this READINGS CAPTIONS. Headings and captions used in this Agreement are provided for convenience only and shall not be used to construe or interpret meaning or intent. WAIVER OF RIGHTS 0R REMEDIES. No waiver of any provision hereof or of any rightorremedyhereundershall whom such waiver is sought to be enforced. No delay in exercising, no course in dealing waiver of any other right or remedy, or future exercise thereof. NONWAIVER 0F IMMUNITY. Nothing contained in this Agreement shall be construed as a waiver of governmental, of?cial, sovereign, quali?ed or other immunities or defense held by the City or the Manager. Nothing herein shall be corstrued as creating a right or interest in any third party. EFFECTIVE DATE. This Agreement shall become effective on June 23, 2020, with the o?icial start date of Manager? employment being as stated in Section 1. . CITY OF BASTROP, TEXAS: gm}. 50W (@die?SchmEder, Mayor Executed this. the 2.3 day of June, 2020. City of Bastrop June 23. 2020 CITY MANAGER: mt" Paul A. Ho Executed this, the-2 0 day ofJune. 2020. P. Hofmann Page I I Employment Agreement