During a heated special meeting of Amarillo City Council on April 3rd, the council voted 4 to 1 to amend City Manager Jared Miller’s employment contract. (City Councilman Place 1 Cole Stanley was the only vote against amending the contract.) The Amarillo Pioneer has obtained copies of Miller’s original employment contract, which was signed in 2017, and Miller’s amended employment contract.
As we reported yesterday, one of the most notable changes is the requirement to remove Miller without cause. Previously, termination without cause required a simple majority vote of the council. As amended, termination without cause requires a vote of at least 4 of the 5 council members.
In the event Miller is terminated without cause, the contract previously required the city only pay 9 months worth of his base salary. Under the amended contract, Miller will recieve 18 months of his base salary if he his terminated without cause.
In the event Miller is terminated with cause, the contract previously did not require the city to provide him with any severance pay or benefits. Under the amended contract, the city would still not be on the hook for severance pay, but it would be required to pay him for all earned but unused benefits, including vacation and sick days.
Miller was also given a raise, with his new base salary being $313,000 per year. The original contract had given Miller a base salary of $230,000 per year, though that had been increased in the years since the contract was first signed to $294,000. He was also given more sick days and vacation days, a $3,500 increase in automobile allowance, as well as a $3 million life insurance policy.
Below is a summary of changes made to the contract, with underline formatting added to new language and strikethrough formatting added to removed language. Several sections which did not receive are not included in this article. Additionally, a new section added to the end of the contract is included. Both the amended and original versions of the contract can be downloaded using the buttons at the end of this article.
Changes to Duties and Authority:
Employer agrees to employ Jared H. Miller as City Manager to perform all customary and usual functions and duties of the position of City Manager, including but not limited to those specified by state law; City Charter; any applicable City ordinances, resolutions, and policies; and Governance and Ends policy and any other duly adopted policies of City Council; and other such other duties as may be prescribed by the City Council from time to time. Subject to the direction of the majority of the City Council, the City Manager shall have full administrative and managerial control over the daily operations of the municipal organization, including personnel, equipment, facilities, and programs.
Changes to Compensation & Benefits:
Employer agrees to pay Manager an initial annual base salary of Two Hundred Thirty Thousand and no/100 Dollars ($230,000.00) Three Hundred Thirteen Thousand and no/100 Dollars ($313,000.00), payable in installments at the same time that the other city employees are paid. Employer may not reduce the annual base salary during the term unless it is applied in no greater percentage than the average reduction of all department heads. This Agreement is deemed to be automatically amended to reflect any salary adjustments that are provided by the Employer. Compensation shall be reviewed on an annual basis.
In addition to salary, the following benefits will be paid by the Employer to the Manager. Where a benefit is stated as an annual sum, it shall be paid in installments at the same time each salary payment is made, unless otherwise agreed by manager and Employer.
A. The Employer agrees to deposit in its 457 Plan to an amount equal to six percent (6%) ten percent (10%) of Employee’s base salary to the 457 Plan or the maximum annual amount (including catch up provisions based on Manager’s age) allowed by the IRS, whichever is greater, on the employee’s behalf on a pay period basis. The Manager is solely responsible for investment decisions under the 457 Plan, fees, taxes, losses and gains as may arise from participation in such Plan.
B. Automobile allowance. The Employer agrees to pay the Manager the annual sum of Nine Thousand Six Hundred and no/100 Dollars ($9,600.00) Twelve Thousand and no/100 Dollars ($12,000.00), as such may be amended in the future by the Employer to be used to purchase, lease, or own a personal vehicle that may also be used for business purposes. The Manager is responsible for paying for liability, property damage, and comprehensive insurance coverage on such vehicle and shall further be responsible for all costs attendant to purchase, operation, maintenance, repair, and replacement of such vehicle.
Changes to Other Benefits:
A. Manager at a minimum shall be entitled to all benefits accorded to other City employees, including but not limited to, vacation, sick leave, and others. The City agrees to provide hospitalization, surgical, dental, life and comprehensive medical insurance as accorded to other City employees for Employee and his dependents, and to pay the full amount of premiums thereon.
B. To the extent allowed by law, the Employer shall provide both a defense and indemnity to the Manager against all claims, suits, demands, causes of action, attorney fees, penalties, fines, and interest that arise out of or relate to the Manager's performance of this Agreement (whether by act or omission) in his official capacity; provided however, that grossly negligent, knowingly and intentional, or criminal misconduct is excluded.
C. Upon commencing Employment, Employee shall be provided and credited with ten (10) days of vacation and ten (10) days of sick leave, minimum of twenty-five (25) days of vacation or the amount of vacation provided to another management employee based on his tenure as a city manager in any municipality (since 2003), whichever is greater and twelve (12) days of sick leave, which shall be immediately available for use by Employee upon the execution of this agreement and every anniversary date thereafter.
D. Relocation Expenses. The Employer will also provide reimbursement to Employee, upon verification of actual expense, of up to $10,000.00 to cover the cost of household goods movement to Employee's new principal physical residence in Amarillo. The Employer will provide temporary housing allowance of up to $2,000.00 per month for a maximum of two (2) months. If Employee relocates to his principal physical residence in Amarillo prior to the expiration of two (2) months, the allowance will be paid only through the month of relocation. Life Insurance. The Employer will also provide reimbursement to Employee, upon verification of actual expense, of all premiums for a 20-year guaranteed level premium term life insurance policy with a value of $3,000,000.00 insuring Manager's life, to care for his family in the event that he dies during his tenure as Manager. The policy shall be owned by Employee and Employee shall be entitled to retain the insurance at his own cost after termination, subject to the provisions of the severance provisions herein.
Changes to Work Hours and Outside Employment:
It is recognized that the Manager must devote a great deal of time outside the normal office hours on City business and, to that end:
A. Manager shall be allowed to establish an appropriate work schedule.
B. The employment provided for by this Agreement shall be the Manager's sole employment unless otherwise approved by the City Council.
C. The City Council acknowledges and supports Manager's role as a recognized expert providing training on municipal issues to groups like the Texas City Management Association, the Texas Fire Chiefs Academy, Certified Public Manager training, and others. Nothing in this Agreement is intended to prevent Manager from continuing to provide expertise and leadership without compensation to groups like these, even if performed during work hours.
Changes to Other Terms & Conditions:
At the Employer's expense, the Employee will engage and participate in a mentor-based program designed to enhance life-long learning and professional development related to city managerial functions. Biannually, the Employee shall present to the City Council a report on his learning from the program and how it relates to city managerial functions.
The Employer may fix other terms and conditions of employment as it may determine from time to time, relating to performance of Manager that are not inconsistent with this Agreement.
Changes to Termination:
1. Termination without Cause: The City may terminate this Agreement at any time without cause with ninety (90) days written notice to Employee. For the purpose of this agreement, termination without cause shall occur only when:
A. The majority of the governing body votes to terminate the Employee at a duly authorized public meeting; Eighty percent (80%) of the duly elected and qualified members of the City Council vote to terminate the Employee at a duly authorized public meeting and then provides the Employee the required 90 days written notice; or
B. 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; The death or disability of Employee. The 90 days written notice shall be waived in the event of the death or disability of Employee, but either occurrence will be treated as termination without cause. Disability shall be defined as the inability, due to physical or mental incapacity as determined by a certified physician of the City's choosing, of Employee to perform the essential functions of the Manager's job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or as a condition for which Employee is receiving long-term disability benefits under the Employer's long-term disability plan.
2. 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. Termination of the Employee's employment shall not be deemed to be "for Cause" unless and until the Employer delivers to the Manager a copy of a resolution duly adopted by the affirmative vote of not less than sixty percent (60%) of the duly elected and qualified members of the City Council. Such affirmative vote and resolution may only occur after written notice as set forth below is provided to the Manager and the Manager is given an opportunity, together with counsel, to be heard before the City Council, finding that the Employee has engaged in the conduct described below. For purposes of this Agreement, "cause" shall include, without limitation, the following:
A. Misconduct in connection with the performance of any of Employee's duties, including, without limitation Willful failure of Employee to perform Employee's duties (other than any such failure resulting from incapacity due to physical or mental illness as determined by a certified physician of the City's choosing), defined only as willful, misappropriation of funds or property of the City, willful securing or attempting to secure any personal profit or commercial advantage in connection with any transaction entered into by the City, any willful falsification or misrepresentation of fact, or any material violation of law or regulation to which the City is subject. For purposes of this provision, no act or failure to act on the part of the Manager shall be considered "willful" unless it is done, or omitted to be done, by the Manager in bad faith or without reasonable belief that the Manager's action or omission was in the best interests of the City. Any act, or failure to act, based on authority given pursuant to a resolution or ordinance duly adopted by the City Council or on the advice of counsel for the City shall be conclusively presumed to be done, or omitted to be done, by the Manager in good faith and in the best interests of the City, but that definition is not all-inclusive of which acts may be performed in the best interests of the City;
B. Conviction of a felony offense, or of a misdemeanor involving a crime of moral turpitude involving dishonesty, fraud, theft, official oppression, abuse of office, or violence, whether committed within or outside the scope of Employee's employment hereunder. Employer may suspend Employee with pay between indictment and conviction, but may not terminate for cause without an actual conviction of Employee.
3. Required Notice for Termination with Cause 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) twenty (20) 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.
4. 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 30ninety (90) days' written notice in advance, unless the parties agree otherwise in writing.
Changes to Severance:
Severance shall be paid only as follows:
1. Termination without cause:
A. The City will pay Employee a lump sum cash payment for all base salary total compensation earned, all earned unused vacation (the same as general City employees), all earned unused sick leave (the same as general City employees), and other benefits that were earned but unused as of the last day of active employment.
B. The City will additionally pay the Employee a lump sum cash payment equal to nine (9) months base salary. Thirty days (30) of severance will accrue following the completion of each successive year of employment, up to a maximum severance payment of twelve (12) months. eighteen (18) months' total compensation. Such payment will be made to Employee in full within 20 days of the last day of active employment.
C. If the Manager timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Employer shall reimburse the Manager for the monthly COBRA premium paid by the Manager for the Manager and the Manager's dependents. Such reimbursement shall be paid to the Manager on the 5th of the month immediately following the month in which the Manager timely remits the premium payment. The Manager shall be eligible to receive such reimbursement until the earliest of:
i. the eighteen-month anniversary of the last day of active employment;
ii. the date the Manager is no longer eligible to receive COBRA continuation coverage; or
iii. the date on which the Manager receives substantially similar coverage from another employer or other source.
2. 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. The City shall pay Employee within 20 days all compensation and earned but unused benefits, including all unused vacation and sick leave, earned through the last day of active employment.
3. Resignation by Employee: The City will pay Employee within 20 days a lump sum cash payment for all salary earned, compensation earned through the last day of employment, earned unused sick leave (the same as general City employees), and other benefits that were earned but unused as of the last day of active employment.
4. Any severance payment made, whether compulsory or voluntary under this Agreement, shall be conditioned upon both ManagerEmployee and Employer signing a mutual full release of claims against the other in a form substantially similar to Exhibit A, attached.
Appropriations (New Section):
The City 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 to Employee pursuant to this Agreement, including but not limited to all severance payments and benefits, and in such a manner as to not violate the unfunded debt limits as specified in the Texas Constitution and any Texas law. This encumbrance shall be budgeted from a revenue or enterprise fund.