16-160.00 Mark Calhoun: City Manager Contract fly- i (pa
EMPLOYMENT AGREEMENT BETWEEN THE CITY OF
SPOKANE VALLEY AND MARK CALHOUN,CITY MANAGER
Introduction and Recital
This Employment Agreement ("Agreement"), made and entered into this 9th day of November, 2016, by
and between the City of Spokane Valley,Washington("City"),a municipal corporation,and Mark Calhoun
("Employee"), an individual who has the desire, education, training, and experience in local government
management to be the City Manager of the City of Spokane Valley,Washington.
Both the City and Employee desire to establish terms and conditions which provide a clear understanding
as to expectations,compensation,benefits,and other matters pertinent to a mutually productive and positive
employment relationship.
The City Manager carries out the policy decisions serving at the pleasure of the City Council,and is an at-
will employee of the City. The determination of whether to hire,retain, or remove the City Manager rests
solely with the City Council. This appointment is for an indefinite period of time but may be terminated by
either the City or Employee with or without cause.
In consideration of the mutual covenants herein,the parties agree as follows:
Section 1: Term
This Agreement shall be in full force and effect from November 9, 2016, and remain in effect until
terminated by the City or Employee as provided for in this Agreement.
Section 2: Duties and Authority
The City shall employ Mark Calhoun as City Manager to perform the functions and duties specified in
chapter 2.15 of the Spokane Valley Municipal Code ("SVMC"), chapter 35A.13 RCW, and to perform
other legally permissible and proper duties and functions, including but not limited to those set forth in the
City Manager Job Description.
Section 3: Residency
Pursuant to SVMC 2.15.070 Residency,the City Manager is not required to be a resident of the City on the
date of City Council appointment but shall reside in Spokane County within six months of such appointment
unless otherwise waived by the City Council.
Section 4: Compensation
1. Base Salary.
The City shall pay Employee a base annual salary of$170,000. City shall not,at any time during the term
of Employee's tenure in office, reduce the salary, compensation, or other financial benefits to Employee,
except to the same degree if such a reduction occursacross-the-board for all non-union employees of the
City. Employee's salary shall be paid in installments at the same time that the other management employees
of the City are paid and pursuant to the City's regular payroll practices for employees.
2. Social Security Replacement Account.
The City has elected to utilize the ICMA 401(a)Money Purchase Plan in lieu of participation in the Social
Security Administration Program. City and Employee shall each make a required payment of 6.2%of the
Employee's base annual salary into said replacement plan toward Social Security replacement, as well as
the required contributions at the federally-determined percentage for Medicare Program participation.
3. Annual Performance Evaluation and Salary Adjustments.
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City Manager Employment Agreement Mark Calhoun g
The City shall consider an increase to Employee's base salary and/or benefits on an annual basis compatible
with Employee's performance and also consistent with the City's range of percentage increases applicable
to City exempt employees at the time of the annual evaluation. (For example, currently the City provides
increases to exempt employees based on their performance in a range of 0%to 4%of their salary. The City
agrees that it will consider the same range of percentage increases when determining the amount of
Employee's annual increase, if any.)
City and Employee shall evaluate the performance of the Employee at least once annually to
coincide with Employee's anniversary date of November 1,and prior to development of the annual
Preliminary Budget. This review and evaluation shall be pursuant to specific criteria developed
jointly by the City and the Employee.
An evaluation committee of three Councilmembers shall be chosen each year to evaluate the
performance of the Employee. This committee shall be comprised of the Mayor and two additional
Councilmembers chosen by the City Council. At a minimum, this process shall include the
opportunity for the Employee and the committee to: (1)prepare a written evaluation, (2)meet and
discuss the evaluation at least once, and (3) present a written summary of the evaluation results.
The final written evaluation should be completed and delivered to the Employee within 30 days of
the evaluation meeting. As part of the evaluation process, both parties shall define the goals and
performance objectives which they consider important to City and Employee.
Approval of the final annual performance evaluation shall be subject to comment by the full City
Council in executive session.
Employee and City may mutually agree on a different process for conducting the annual
performance evaluation after the first year in the event both parties agree a different process would
be of more value for accomplishing this task.
This Agreement shall be automatically amended to reflect any salary adjustments that are provided or
required by the City's compensation policies, which will be reflected on the applicable personnel forms
regularly utilized by the City to reflect salary adjustments for employees.
Section 5: Health,Disability and Life Insurance Benefits
1. During the term of Employee's employment pursuant to this Agreement, and pursuant to the terms and
conditions of the City's insurance benefit plan documents, the City shall provide to Employee, his/her
spouse, and his/her dependents, to the extent eligible, health, life, dental, and vision insurance coverage
under existing programs and cost allocation methods applicable to all City employees and subject to the
applicable plan documents. These programs and plans may change from time to time,and to the extent that
any conflict exists between this Agreement and the applicable plan documents, the plan documents will
prevail.
2. During the term of Employee's employment pursuant to this Agreement, the City shall execute all
necessary agreements provided by ICMA for Employee's participation,at Employee's own expense,in the
ICMA Retirement Health Savings Plan,pursuant to the voluntary opt-in regulations of a non-discriminatory
plan.
3. During the term of Employee's employment pursuant to this Agreement, the City shall provide
Employee with long-term disability coverage, and shall make all required premium payments for such
coverage for the Employee, consistent with the terms of the City's long term disability plan.
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Section 6: Vacation,Sick,and Military Leave
1. Employee shall maintain any existing accrued but unused vacation time, administrative leave, and sick
leave.
2. Beginning with the effective date of this Agreement, Employee shall accrue 144 hours of vacation
annually, with no cap on accrued vacation hours. Vacation shall be credited equally on each pay period
and available to Employee as it accrues.
3. Beginning with the effective date of this Agreement, sick leave shall accrue at 96 hours annually up to
a maximum cumulative accrual of 720 hours. Sick leave shall be credited equally on each pay period and
available to Employee as it accrues. Employee shall be allowed to cash out up to 96 hours per year of sick
leave upon reaching 720 accrued hours,and such cash out shall be for 25%of the dollar value for each hour
(for example, if 100%value for a sick leave hour is$100,then the cash out value for one hour of sick leave
under this provision is $25).
4. Beginning with the effective date of this Agreement, Employee shall accrue a pro-rata amount of
administrative leave at an accrual rate of 6.68 hours per month of employment remaining in the year of
hire. On January 1 of each year thereafter,Employee shall automatically accrue 80 hours of administrative
leave annually as provided to other overtime exempt employees of the City (with the exception that
Employee receives 80 hours instead of the 40 hours other exempt employees of the City receive), which
shall immediately be available to Employee for use. In the event the City determines that exempt employees
at the City will no longer accrue administrative leave, Employee will also no longer continue to accrue
administrative leave. Administrative leave for Employee shall be used in the calendar year in which it
accrues, and shall not be carried over to any subsequent calendar year (for example, if Employee has 11
hours of accrued administrative leave on December 31,none of those hours would roll over to the next day
January 1,but Employee would then have the benefit of the new bank of 80 hours for the subsequent year).
5. In the event Employee's employment is terminated, either voluntarily or involuntarily, Employee shall
be compensated for accrued but unused paid leave as follows:
a. 100% of Employee's accrued but unused vacation leave up to a maximum of 360 hours, and 50%
of Employees additional accrued but unused vacation leave which exceeds 360 hours upon termination
(for example, if Employee has 380 accrued but unused hours of vacation leave upon termination,
Employee shall be paid for all of the first 360 hours,and 10 out of 20 hours for the balance of vacation
leave);
b. 0% of Employee's accrued but unused administrative leave(for example, if Employee has 5 hours
of accrued but unused administrative leave upon termination, Employee will be paid for 0 hours of
time for that administrative leave); and
c. 50% of Employee's accrued but unused sick leave (for example, if Employee has 50 accrued but
unused hours of sick leave upon termination,Employee will be paid for 25 hours of time for that sick
leave).
6. Notwithstanding Employee's actual accrual of sick leave, Employee shall have access to a bank of 90
days of paid medical leave time(special medical leave)which may be used because of medical conditions
that qualify for either short-term and/or long-term disability under the City's short-term and/or long-term
disability benefits plans,to the extent such plans exist at the time of the qualifying medical condition. This
additional medical leave may only be used to provide coverage during the waiting period between the onset
of the qualifying medical condition and the point at which short-term or long-term disability coverage takes
effect. In the event Employee uses regular sick leave before determining that the qualifying medical
City Manager Employment Agreement—Mark Calhoun Page 3 of 8
condition will result in either short-term and/or long-term disability, City shall credit back Employee's
regular sick leave bank for any sick leave later determined to appropriately be chargeable toward the special
medical leave bank. This special medical leave bank pursuant to this Section 6.6 is not subject to any
payout upon Employee's termination from employment,whether voluntary or involuntary.
Section 7: Automobile—Monthly Vehicle Allowance
Not applicable for this Agreement. The Employer shall also reimburse the Employee at the IRS standard
mileage rate for any business use of the vehicle beyond Spokane County or Kootenai County.
Section 8: Retirement Accounts
1. The Employee shall participate in Washington Public Employees Retirement System (PERS), and the
City and Employee shall make all the appropriate contributions to maintain this plan.
2. The City shall contribute,on Employee's behalf,beginning on the first pay period after the execution of
this Agreement, as follows:
a. up to 9% of base annual salary into the International City/County Management Association
Retirement Corporation (ICMA-RC) 401A Executive Plan, until Employee reaches the ICMA-RC
401A Plan limits as set by the IRS each year. This is in addition to the Social Security replacement
account discussed in Section 4.2, above; and
b. up to 9%of base annual salary into ICMA-RC 457 Plan,until Employee reaches the ICMA-RC 457
Plan limit as set by the IRS each year.
3. Employee shall immediately be fully vested in these plans/contributions and the City agrees to transfer
ownership/holdings to succeeding employers as may be requested by Employee at cessation of employment
and as allowed by plan documents. In the event any conflict exists between the plan documents and this
Section 8,the plan documents shall govern. Nothing in this Section 8 is intended to nor does it create any
additional right or benefit to Employee other than what is set out in this Section 8 and the plan documents.
Section 9: General Business Expenses
1. The City shall pay for professional dues and subscriptions of the Employee reasonably necessary for
continuation and full participation in national, regional, state, and local associations and organizations
necessary and desirable for the Employee's continued professional participation,growth,and advancement,
and for the good of the City.
2. The City shall budget and pay for reasonable travel expenses and subsistence expenses of Employee for
professional and official travel, meetings, and occasions to adequately continue the professional
development of Employee and to pursue necessary official functions for Employer. These include,but are
not limited to the ICMA Annual Conference, Association of Washington Cities, and such other national,
regional, state, and local governmental groups and committees in which Employee serves as a member.
3. The City acknowledges the value of having Employee participate and be directly involved in local civic
clubs or organizations. Accordingly, Employer shall pay for the reasonable membership fees and/or dues
to enable the Employee to become an active member in local civic clubs or organizations.
4. The City shall provide Employee with a lap-top computer if requested,software,fax/modem,cell phone
(or allowance for same), and portable wi-fi required for Employee to perform Employee's professional
work duties and to maintain appropriate levels of communication.
5. Employee shall provide the City with all required receipts and appropriate documentation consistent
with the City's policies as required to justify and support all expenses identified in this Section 9.
City Manager Employment Agreement—Mark Calhoun Page 4 of 8
Section 10: Termination by the City
Employee's employment with the City is at-will, and Employee's employment may be terminated for any
lawful reason and with or without cause. For the purpose of this Agreement, termination of Employee's
employment by the City occurs when:
1. A majority of the governing body votes at a duly-authorized public meeting to request the resignation
of the Employee and Employee voluntarily accepts and tenders his/her resignation within 30 calendar days
of the vote. The City may place Employee on paid administrative leave while Employee considers
resignation pursuant to this Section 10.1. Employee and City agree that this Section 10.1 is the strongly
preferred method for termination of this Agreement.
2. A majority of the governing body for the City votes at a duly-authorized public meeting to invoke the
statutory provisions in RCW 35A.13.130-140 for removal of Employee.
3. If the City or its citizens act to amend any provisions of the Municipal Code pertaining to the role,
powers, duties,authority or responsibilities of the Employee's position that substantially changes the form
of government, the Employee shall have the right to declare that such amendments constitute termination
of Employee's employment and this Agreement. If the Legislature acts to amend any provisions of Title
35A RCW pertaining to the role,powers, duties,authority,responsibilities of the Employee's position that
substantially changes the form of government, the Employee shall have the right to declare that such
amendments constitute termination of Employee's employment and this Agreement.
4. Breach of contract is declared by either party with a 30-day cure period for either Employee or the City.
Written notice of a breach of contract shall be provided to the City and to Employee pursuant to Section
20.
Section 11: Severance
Severance shall be paid to the Employee when employment is terminated pursuant to Section 10,under the
following conditions:
1. If the Employee is terminated pursuant to Section 10,the City shall provide a severance payment equal
to six months' base salary at the current rate of pay. This severance shall be paid in a lump sum unless
otherwise agreed to by the City and the Employee. The Employee shall also be compensated for accrued
unused leave pursuant to Section 6. For a period of six months following termination,the City shall also
pay COBRA coverage for Employee and any dependents as provided in Section 5.1.
2. If Employee's termination occurs pursuant to Section 10.1, in addition to severance pursuant to Section
11.1,the City shall also pay Employee an additional three months of base salary at the current rate of pay
and three additional months of COBRA coverage for Employee and any dependents as provided in Section
5.1, from the date of the adoption of the motion requesting resignation.
3. Employee understands and agrees that the City is not obligated to pay Employee any severance under
this Section 11 if Employee's employment is terminated under Section 10 because of any conviction of or
plea or nolo contendere or the equivalent in respect to any felony offense or crime involving dishonesty or
moral turpitude by Employee. Employee also understands and agrees that the City is not obligated to pay
Employee any severance under this Section 11 if Employee's employment is terminated under Section 10
because Employee is arrested due to a charge of any felony offense or a crime involving dishonesty or
moral turpitude.
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Section 12: Resignation
In the event that the Employee voluntarily resigns his/her position with the City, but not at the request of
the City, the Employee shall provide a minimum of 30 days' notice unless the parties agree otherwise. A
resignation by the Employee shall not result in the severance provisions of Section 11, except for a
resignation requested by the City pursuant to Section 10.1.
Section 13: Hours of Work
It is recognized that the Employee must devote a great deal of time outside the normal office hours on
business for the City. Employee shall be allowed to establish a work schedule that allows him/her to balance
their personal life while ensuring the operation of the City is properly managed and Employee is meeting
obligations outlined in the SVMC for Employee's position. To properly manage the City,Employee must
efficiently and effectively oversee the operation of all City functions, but it is left to the Employee's
discretion to determine what hours are necessary to accomplish those obligations. Employee shall
communicate his/her work schedule to the City Council in a mutually agreed manner.
Section 14: Outside Activities
The employment provided for by this Agreement shall be the Employee's primary employment.
Recognizing that certain outside teaching or other business opportunities may occur which the Employee
wishes to participate in, such activities may be permitted as long as Employee obtains approval from the
City to engage in such activities. Such activities, if any, shall not constitute interference of any degree nor
a conflict of interest with his or her responsibilities under this Agreement, nor shall such activities create
the appearance or perception of a conflict of interest with City policy or his or her responsibilities under
this Agreement.
Section 15: Moving and Relocation Expenses
Not applicable to this Agreement.
Section 16: Home Sale and Purchase Expenses
Not applicable to this Agreement.
Section 17: Indemnification
Except as set out below, the City shall defend, hold harmless, and indemnify Employee against any tort,
professional liability claim or demand, or other legal action, arising out of an alleged act or omission
occurring in the performance of Employee's duties as City Manager or resulting from the exercise of
judgment or discretion in connection with the performance of program duties or responsibilities,except for
(1) any dishonest, fraudulent, criminal or malicious act or course of conduct by Employee, (2) any act or
course of conduct by Employee which is not performed on behalf of the City, (3) any act or course of
conduct which is outside the scope of Employee's service or employment with the City, (4) any lawsuit
brought against the Employee on behalf of the City, and(5)an act or conduct that is willful or wanton(the
"Excluded Conduct"). Except for the Excluded Conduct,the Employee may request and the City shall not
unreasonably refuse to provide independent legal representation at the City's expense, and the City may
not unreasonably withhold approval. Legal representation,provided by the City for Employee,shall extend
until final determination of the legal action, including any appeals brought by either party. Employee shall
cooperate fully with the City Attorney or an attorney designated by the City,and upon request,assist in the
defense or settlement of any suit and in enforcing any claim for any right of subrogation against any persons
or organizations that may be liable to the City. Employee shall not settle any claim without the prior written
approval of the City in order for the indemnification provisions to be applied,as provided in this Section.
The indemnification provisions of this Agreement do not constitute a policy of insurance, and nothing
contained in this Agreement shall be construed to modify or amend any provision of any policy of insurance
where Employee is an insured under that policy. This Section 17 shall have no force or effect with respect
City Manager Employment Agreement—Mark Calhoun Page 6 of 8
to any accident, occurrence or circumstance for which the City or the Employee is insured against loss or
damages, provided that the City shall, under the provisions of this Section 17, provide protection, subject
to the terms and limitations in this Section, above any loss limit of such insurance policy. Employee
understands and agrees that this Section 17 is intended to be secondary to any contract or policy of insurance
owned or applicable to Employee. In the event of any conflict between this Section 17 and the provisions
of any such policy of insurance,the policy provisions shall be controlling.
Section 18: Bonding
The City shall bear the full cost of any fidelity or other bonds required of the Employee under any RCW or
the SVMC.
Section 19: Other Terms and Conditions of Employment
The City, only upon agreement with Employee, may fix any such other terms and conditions of
employment,as it may determine from time-to-time,relating to the performance of the Employee,provided
such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement,the
SVMC, or any other applicable law.
Section 20: Notices
Notice pursuant to this Agreement shall be given by depositing in the custody of the United States Postal
Service,postage prepaid, addressed as follows:
(1) CITY:
City of Spokane Valley,Attn.Mayor
11707 East Sprague Avenue, Suite 106, Spokane Valley,WA 99206.
(After September 1,2017, 10210 East Sprague, Spokane Valley, WA 99206);
and to:
City of Spokane Valley,Attn. City Attorney
11707 East Sprague Avenue, Suite 103, Spokane Valley,WA 99206.
(After September 1,2017, 10210 East Sprague, Spokane Valley, WA 99206);
(2) EMPLOYEE:
Mark Calhoun
11707 East Sprague Avenue, Suite 106, Spokane Valley,WA 99206.
(After September 1,2017, 10210 East Sprague, Spokane Valley, WA 99206)
Alternatively,notice 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 as
the date of deposit of such written notice in the course of transmission in the United States Postal Service.
Section 21: Disclosure — Employee shall disclose any conflict of interest for Employee or spouse.
(Example: If Employee or spouse owns a business or property in the City.) Employee does not have any
such conflicts,but shall notify the City in the event one arises.
Section 22: General Provisions
1. Integration. This Agreement sets forth and establishes the entire understanding between the City and
the Employee relating to the Employee's employment as the City Manager. Any prior discussions or
representations by or between the parties are merged into and rendered null and void by this Agreement.
The parties, by mutual written agreement, may amend any provision of this Agreement during the life of
the Agreement. Such amendments shall be incorporated and made a part of this Agreement.
City Manager Employment Agreement—Mark Calhoun Page 7 of 8
2. Binding Effect. This Agreement shall be binding on the City and the Employee as well as their heirs,
assigns,executors,personal representatives, and successors in interest.
3. Effective Date. This Agreement shall become effective on November 9,2016.
4. Severability. The invalidity or partial invalidity of any provision of this Agreement shall not affect the
validity of any other provision. In the event that any provision of this Agreement is held to be invalid,the
remaining provisions shall be deemed to be in full force and effect as if they have been executed by both
parties subsequent to the expungement or judicial modification • . the invalid provision.
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City Manager Employment Agreement—Mark Calhoun Page 8 of 8