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Item 5Cl..11y ill CUUMIUKV, 1 CAUb MEMORANDUM October 12, 2005 TO: Honorable Mayor and Members of the City Council FROM: Shana K. Yelverton, City Manager SUBJECT: Approve the appointment of Jim C. Blagg as Assistant City Manager for the City of Southlake, and authorize the City Manager to enter into an agreement for this purpose. Action Requested: City Council approval of the appointment of Jim C. Blagg as Assistant City Manager for the City of Southlake and authorization to enter into an agreement for this purpose. Background Information: As you know, the City Manager is responsible for the proper administration of all the affairs of the city. This includes overseeing the day -- today municipal operations, as well as working with the Council and the community. To perform these duties adequately in the city's current environment, an assistant city manager is needed. I have spoken with each of you about this appointment and my desire to work with Mr. Blagg as Assistant City Manager. I believe that this appointment will be mutually beneficial in that he is a well- experienced public manager and has a strong appreciation for this community. Note that he has 23 years of experience in municipal government, including City Manager of Abilene (10 years), Assistant City Manager of Lubbock (8 years), City Manager of Littlefield (3 years), and spent two years in the City Manager's Office in Amarillo. He also has private sector experience (4 years) and spent five ,years as CEO of Dallas M:H/MR. He has most recently worked as a Senior Vice President with The Mercer Group, Inc., providing consulting services, such as executive recruitment, strategic planning, etc., to local governments. His appointment will be effective October 31, 2005, following Council's action. Note that Mr. Blagg will provide services as Assistant City Manager under a professional services contract. The basic terms of the contract are: • One year term; Honorable Mayor and Members of the City Council Appointment of Tim C. Blagg Page 2 of 2 Agreement may be terminated for a variety of reasons, including "for cause" -- Termination without cause may be effected upon 120 days notice; No work for other clients may occur during normal business week; He will be required to perform all duties of Assistant City Manager, Financial Considerations: This position has been extended to Mr. Blagg with a monthly salary of $11,000, however, no benefits will be extended under the terms of the contract. As such., this cost is roughly 12% less than the cost of hiring an Assistant City Manager at the 60` percentile of Southlake's job market, Citizen Input/ Board Review: N/A Legal Review: The City Attorney prepared the professional services agreement, Alternatives: N/A Supporting Documents: None Staff Recommendation: Staff recommends Council approval of the appointment of Tire C. Blagg to the position of Assistant City Manager for the City of Southlake. DRAFT City of Southlake, Texas AGREEMENT FOR PROFESSIONAL SERVICES This Agreement for Professional Services, is made and entered into effective as of this the day of �, 2005 by and between the City of Southlake, Texas, a municipal corporation (the "City "), and J. Corbett and Associates, Inc., an S- Corporation incorporated in the State of Texas (the "Consulting Company "), to establish and set forth the terms and conditions under which the Consulting Company will provide an Assistant City Manager to the City. WITNESSETH: WHEREAS, the City desires to engage the services of the Consulting Company to provide professional services to perform the functions of Assistant City Manager; WHEREAS, the Consulting Company desires to provide the City with an individual to perform the functions of Assistant City Manager; WHEREAS, the Consulting Company employees Jim Blagg ( "Blagg "); WHEREAS, the City Council and the Consulting Company agree that Blagg has expertise with respect to city management and is qualified to perform the duties of Assistant City Manager; WHEREAS, the Consulting Company has agreed to provide the services of Blagg to perform the duties of Assistant City Manager for the City, pursuant to the terms, conditions and provisions of this Agreement; and NOW THEREFORE, for and in consideration of the premises, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereby agree as follows: Section 1. Term. C. This Agreement shall commence on the 31" day of October, 2005 ( "Commencement Date "). The initial term of this Agreement shall be one (1) year and this Agreement shall be and remain in full force and effect until the 31 day of October, 2006, or until terminated by the Consulting Company or the City as herein provided. The City Council shall review this Agreement annually for the purposes of determining an extension for additional one (1) year periods, and any modification to the compensation due under Section 5, below. Any extension or modification of this Agreement shall be in writing, signed by both parties and attached as an addendum to this Agreement. Page 1 Section 2. Termination. This Agreement may also be terminated by: A. Mutual agreement of the parties, B. Disability of Blagg. If Blagg is permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, or mental incapacity for a period of thirty (30) consecutive working days, the City shall have the option to terminate this Agreement, and the parties obligations under this Agreement will cease on that date. C. Death of Blagg. Should Blagg die during the term of Agreement, the City shall pay the Consulting Company on a pro rata basis for fees due in the month in which the death occurred, and the parties will have no further obligations under this Agreement. D. Termination For Cause. The City may terminate this Agreement in the event Blagg commits any acts considered cause for immediate dismissal. "Cause," for purposes herein, shall mean Blagg's (i) material and continuing failure to perform his essential duties hereunder; including but not limited to failure to work full -time on the business of the City for reasons other than disability, as defined herein; (ii) dishonesty; (iii) gross misconduct or gross dereliction of duty; (iv) fraud, misrepresentation or other acts of moral turpitude or criminal conduct; (v) violation of the City's ethics policy and/or conflict of interest policy; or (vi) a material breach of any term of this Agreement by Blagg or Consulting Company. The Consulting Company may terminate this Agreement upon any material breach by the City which is not cured within 30 days of written notice of such breach. E. Termination Without Cause. Either party may terminate this Agreement upon providing 120 days written notice to the other party. Section 3. Fiscal Funding. The continuation of this Agreement is contingent upon the appropriation of funds to fulfill the requirements of the Agreement by the Southlake City Council ( "Council "). If the Council fails to appropriate sufficient monies to provide for the continuation of the Agreement, or if such appropriation is reduced, and the effect of such reduction is to provide insufficient monies for the continuation of the Agreement, the Agreement shall terminate on the date of the beginning of the first fiscal year for which funds are not appropriated to fund and pay all financial obligations of the City under this Agreement. Section 4. Duties. Page 2 The Consulting Company shall provide the City with the services of Blagg to perform the following duties of Assistant City Manager: assist and participate in the development and implementation of goals, objectives, policies, and priorities; conduct studies, surveys, and collect information on difficult operational and administrative problems, analyze findings and prepare reports of practical solutions for review by the City Manager and City Council; serve as acting City Manager as assigned; represent the City before the City Council, community, outside agencies, and at professional meetings as required; conduct legislative analysis to determine the effect of proposed legislation on City operations and finances; make presentations to the City Council and other boards and commissions; coordinate and participate in the preparation of the annual City operating and capital improvement budgets and in budget control activities; serve as liaison for the City in governmental relations; analyze, interpret and apply policies and procedures; coordinate grant - funded programs and direct the City's grant application and administration effort; respond to citizen complaints and requests for information; coordinate activities of the City Manager's Office with City departments and divisions and with outside agencies; supervise, train, and evaluate staff; and perform related duties as assigned by the City Manager. Section 5. Compensation. As full compensation for the services rendered pursuant to this Agreement, the City agrees to pay the Consulting Company an annual fee of $132,000,00, payable in equal monthly installments of $11,000, due on the 10'' day of each month- Section 6. Nature of Relationship. It is expressly agreed, represented and understood that the parties hereto have entered into an arms length independent contract for the rendering of services and that the Consulting Company is not the employee, agent or servant of the City, Further, this agreement shall not be deemed to constitute or create any partnership, joint venture, master - servant, employer - employee, principal -agent or any other relationship apart from an independent contractor and contractee relationship. Further, it is expressly agreed, represented and understood that Blagg shall not be deemed an employee of the City for the purposes of any employee benefit program, income tax withholding, FICA taxes, unemployment benefits or otherwise. The Consulting Company agrees and represents that it shall bear sole responsibility for payment of compensation to its personnel, including Blagg. The Consulting Company shall pay and report, for any employee assigned to the City's work, income tax withholding, social security taxes, and unemployment insurance applicable to such personnel as an employee of the Consulting Company, identified under Federal tax identification number 76- 0769057. The Consulting Company shall bear sole responsibility for any health or disability insurance, retirement benefits, or other welfare or pension benefits, if any, to which its personnel may be entitled, C: WdnNnTemporary tntemet HesloLKW Assis €C4Manager10 11 05 (2) dac Page 3 The Consulting Company agrees to, at its sole expense, defend, indemnify, and hold harmless the City and its officers, directors, employees and agents, and the administrator's of the City's benefit plans, from and against any claims, liabilities, or expenses (including reasonable attorney fees) relating to Consulting Company's obligations or liabilities for such compensation, tax, insurance, or benefit matters, provided that the City shall promptly notify the Consulting Company of each such claim when and as it comes to the City's attention. The City agrees to cooperate with the Consulting Company in the defense and resolution of such claim.. As neither the Consulting Company nor its personnel are the City's employees, the parties agree and understand that the City will not make disability insurance contributions or obtain workers' compensation insurance on behalf of the Consulting Company or its personnel, including Blagg. Section 7. Assistance in Litigation. The Consulting Company shall upon reasonable notice, furnish such information and proper assistance to the City as it may reasonably require in connection with any litigation in which it is, or may become, a party either during or after obtaining the services of the Consulting Company and Blagg. Section S. Conflicts of Interest. The Consulting Company represents that it is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Consulting Company and/or Blagg and any third party. Further, the Consulting Company represents that in rendering services pursuant to this Agreement, it shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which it does not have a proprietary interest. The City is aware that the Consulting Company has now and will continue to have other clients. The City is further aware that as an employee of the Consulting Company, Blagg may occasionally be required to perform services for other clients of the Consulting Company, The City agrees that Blagg may continue to devote time to such outside interests, PROVIDED THAT such interests do not conflict with, in any way, the time required for Blagg to perform the duties of Assistant City Manager under this Agreement. During the term of this agreement, the Consulting Company agrees that Blagg will only perform work for the City, and will do no work for any other client of the Consulting Company during the normal business week, defined as Monday through Friday and excluding holidays observed by the City. For a period of six months following any termination, the Consulting Company, its officers, employees, or agents shall not, directly or indirectly hire, solicit, or encourage to C:1WinNTUemporary lntemet F11es l0LKC47\AssistCityManager10 11 05 (2) doc Page 4 leave the City's employment, any employee of the City, or hire any such employee who has left the City's employment within six months of such employment or engagement. Section 9. Business Expenses. Certain expenses of a non - personal and job- related nature, excluding mileage, will necessarily be incurred in the performance of the Assistant City Manger's duties. The City will pay or reimburse business expenses that have been approved by the City Manager, and the Finance Director is authorized to disburse such monies to the Consulting Company upon receipt of duly executed expense or petty cash vouchers, receipts, statements or personal affidavits. The City will also pay the full cost of any bond, if any is required by the City to be made by the Assistant City Manager. Section 10. Hours of Work. It is recognized that the Assistant City Manager is expected to engage in the hours of work that are necessary to fulfill the obligations of the position, must be available at all times, and must devote a great deal of time outside the normal office hours to the business of the City. The Consulting Company acic aowledges the proper performance of the duties of the Assistant City Manager of the City will require Blagg to generally observe normal business hours and will also often require the performance of necessary services outside of normal business hours. The Consulting Company agrees that Blagg will devote such additional time as is necessary for the full and proper performance of the Assistant City Manager's duties and that the compensation herein provided includes compensation for the performance of all such services. However, the City intends that the Assistant City Manger be permitted reasonable time off, The City agrees to provide the Assistant City Manger with twenty - one (21) personal days off per year. The Assistant City Manger will coordinate days off with the City Manager, in a manner that does not interfere with the management of the City. Section 11. Notices. All notices, demands, and other writings may be delivered by either party hereto to the other by United States Mail, or by a reliable commercial courier at the following address: City: City Manager City of Southlake 1400 Main Street, Suite 460 Southlake, Texas 76092 Consulting Company: J. Corbett and Associates, Inc. Jim C. Blagg, President C:1WinWXTemporary Intemet Flies 1oLKC4TAssistG1tyManager1011 05 (2) doc Page 5 405 Sommerville Court Arlington, Texas 76013 Alternatively, notices required pursuant to this Agreement may be personally served in the same manner as is applicable to civil judicial practice, Notice shall be deemed given as of the date of personal service, or three (3) days after the date the notice is deposited in the United States Mail or with a commercial courier. Section 12. Assignment. The Consulting Company shall have no right to transfer or assign the Consulting Company's interest in this Agreement without the prior written consent of the City. Section 13. Confidentiality. The Consulting Company agrees, on behalf of itself and its officers, employees, and agents, not to reveal confidential information obtained under this Agreement, to any person, firm, corporation, or entity, The Consulting Company further recognizes that disclosure of such information could cause irreparable injury to the City's good will and competitive position and agrees that the Consulting Company and its officers, employees, and agents shall not disclose such information to others or use such information for personal gain advantage, to the advantage of others, or to the disadvantage of the City. Section 14. Corporate Authority. If any party to this Agreement is a legal entity (i,e. partnership, corporation and/or trust), that party represents to the other that this Agreement, the transaction contemplated in this Agreement, and its execution and delivery, have been duly authorized by all necessary proceedings and actions, including without limitation action on the part of the directors, if the party is a corporation. Certified copies of the corporate or other resolutions authorizing this transaction shall be delivered at execution. Section 15. Legal Authority. The Consulting Company represents that it has legal authority to enter into the transaction contemplated by this Agreement. Section 15. General Provisions. A. Section headings. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. B. Governing Law. This Agreement shall be construed in accordance with, and CAWinNMemporary Intemet fi1es\OLKC4AAssistC1tyManager10 11 05 (2) doa Page 6 governed by, the laws of the State of Texas. Venue shall lie exclusively in Tarrant County, Texas. C. Severability. In the event any one or more of the sections, provisions or clauses contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. D. Entire Agreement. This Agreement incorporates all the agreements, covenants and understandings between the City and the Consulting Company concerning the subject matter hereof, and all such covenants, agreements and understandings have been merged into this written Agreement. No other prior agreements or understandings, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement. E. Amendment. This Agreement shall not be modified or amended except by a written instrument executed by the Consulting Company and the duly authorized representative of the Council. F. Effective Date. This Agreement shall be and become in full force and effect as of the date above first written upon the adoption and approval of the Council, and the execution and delivery hereof by the authorized officer of the City and the Consulting Company, G. Counterparts. This Agreement shall be executed in duplicate original counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute but one in the same instrument. H. Use of Pronouns. The use of the neuter, masculine, or singular to refer to a party described in this Agreement shall be deemed a proper reference whether the party is an individual, a partnership, a corporation, or a group of two or more individuals, partnerships, or corporations. The grammatical changes required to make the provisions of this Agreement applicable to, corporations, partnerships, individuals, or groups of individuals or to females as well as males shall in all instances be assumed as though in each case fully expressed. IN WITNESS WHEREOF, the City and the Consulting Company have executed this Agreement effective as of the date first written above. CITY OF SOUTHLAKE: h CORBETT AND ASSOCIATES, INC., CAW WRTemporary+ Internet Files\OLKC471AssisfCltyManagerl O 11 05 (2) doc Page 7 By: G Its: CITY MANAGER Title: Federal Tax ID: 76- 0769057 CAWMWlTemparary lntemet FilesNOLKC47 , AssislCityManagerIO 11 05 (2) dac Page 8 City of Southlake Office of the City Manager October 31, 2005 Lori Farwell City Secretary City of Southlake 1400 Main Street Suite 270 Southlake, TX 76092 Dear Lori, Section 4.15 of the Home Rule charter for the City of Southlake provides that "a qualified administrative officer of the City" may be designated to perform the duties of the City Manager in his/her absence or disability, .Tim C. Blagg has been hired as Assistant City Manager, Mr. Blagg will be designated to serve as Acting City Manager if I am unable to perform my duties, Sincerely, Shana K. a erton City Man r 1400 Main Street • Suite 460 • Southlake, Texas 76092 (817) 748 -8003 • www.cityofsouthiake.corn