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1 BELGRADE CITY MANAGER PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 4 day March of 2024, by and between the City of Belgrade, a Municipal Corporation, with offices at 91 East Central Avenue, Belgrade, Montana 59714, hereinafter referred to as "City" and Neil Cardwell, hereinafter referred to as "Employee". WHEREAS, the City wishes to employ the services of Employee as City Manager of the City of Belgrade, and WHEREAS, the City and Employee desire to provide for certain procedures, benefits and requirements, regarding the employment of Employee by the City, and WHEREAS, Employee wishes to accept employment as City Manager of said City under the terms and conditions cited herein. WITNESSETH IN CONSIDERATION of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Duties A. City agrees to employ Employee as the City Manager of the City of Belgrade to perform all duties as specified by law, the City Charter, ordinances and resolutions and to perform such other duties as assigned by the Belgrade City Council. B. City expects that Employee will attend and observe such meetings of subordinate City advisory boards as necessary for the full and proper execution of Employee's duties, or as may be directed from time to time by the Council. C. Employee warrants that he will perform such duties with the highest degree of skill and judgment in accordance with accepted standards for the profession. D. City and Employee agree that Employee is exempt from compensatory time, and is required to manage his work hours and duties in such manner so as to meet the requirements of Section 1.A., above. 2. Salary A. Base Salary: The annual salary of Employee shall be $199,000. The annual salary is payable in bi weekly installments and at the same time that other salaried employees of the City are paid. B. The City Council shall review Employee's performance as set forth in Section 7 of this agreement. C. The Employee's current annual salary shall be automatically increased each year, at the start of each fiscal year, by an amount equal to the highest percentage raise given to the City's other Department Heads. ---PAGE BREAK--- 2 3. Terms of Employment A. The Employee shall serve an indefinite term, in accordance with the provisions of the Belgrade city charter. (Belgrade City Charter Article III Section 3.01) B. Nothing in this agreement shall prevent, limit or otherwise interfere with the right of the City Council, by an affirmative vote of four members of the City Council, to terminate the services of Employee at any time either for City's convenience or for the default of Employee, subject only to provisions set forth in Section 4 of this Agreement. 4. Termination by City A. City may terminate employment of Employee without cause by giving written notice of termination to Employee by certified or registered mail, return receipt requested or personally as more fully explained in Section 15. B. Because City has an inalienable interest in the integrity of its administration, in the event Employee is terminated because of or in any way due to Employee's arrest or conviction of any felonious act or any other act that constitutes cause, City may terminate Employee immediately. C. For the purpose of this agreement, termination without cause shall be deemed to have occurred upon the following events, or any of them; I. A majority of the governing body (four members of the City Council) votes to terminate Employee at a duly authorized public meeting without cause. II. If City, the citizens by vote duly and regularly had, or the Montana Legislature acts to amend any provisions of the code pertaining to the role, powers, duties, authority, responsibilities of Employee's position that substantially changes the form of government, Employee shall have the right to declare that such amendments constitute termination. III. If City reduces the base salary, compensation or any other financial benefit of Employee, unless it is applied in no greater percentage than the average reduction of all department heads. D. Notwithstanding the provisions in Section 4.C, a request, either formally or informally, for resignation from at least five members of the City Council shall be considered a termination without cause. In such a case, the Employee shall be entitled to the same benefits and compensation as if the termination were without cause as outlined in this agreement. 5. Severance Pay A. A severance payment shall be paid to Employee when employment is terminated without cause following any or all events defined in Section 4. If Employee is terminated without cause, City shall provide a severance payment equal to twelve months' salary and related benefits, such as health insurance and retirement contributions at the then current rate of pay together with the value of any then existing accrued vacation ---PAGE BREAK--- 3 and applicable portion of sick leave (hereinafter referred to as "Severance").This severance shall be paid in a lump sum unless otherwise agreed to by City and Employee. 6. Termination by Employee A. Employee may terminate his employment with City by written notice of termination to City by certified mail, registered mail, or in person following written notice provisions contained in Section 15. Employee shall provide a minimum of 30 days' notice unless City and Employee agree otherwise. In the event of such termination, Employee shall not be entitled to receive any severance. Except, however, Employee shall be entitled to receive accrued vacation and the applicable portion of sick leave accumulations to the effective date of resignation. 7. Performance Reviews A. City, by and through its Mayor and City Council, shall conduct a review of Employee's performance annually before the start of each fiscal year during the term of this Agreement. The review shall be subject to a process, form, criteria, and format for the evaluation which shall be mutually agreed upon by the City Council and Employee. B. The process at a minimum shall include the opportunity for both parties to: I. Prepare a written evaluation, II. Meet and discuss the evaluation and III. Present a written summary of the evaluation results. C. City will complete and deliver the final written evaluation to Employee within 30 days of the evaluation meeting and will provide the public with a summary of the evaluation results. 8. Retirement benefits A. Retirement benefits for Employee shall be the same as other employees, that is, Employee shall participate in the Public Employees Retirement System (PERS), subject to the rules and regulations pertaining to such participation. B. City will contribute 10% of the employee’s salary to the ICMA-RC (Mission Square) deferred compensation program. 9. Health and Other Insurance Benefits A. City shall provide group health care and other insurance benefits consistent with those provide to other City management employees. B. City will contribute towards the employees benefit costs in the amount covering employee plus children on the "Bridger" plan. C. In addition, Employee will be covered under the City's workers compensation insurance plan. 10. Vacation and Sick Leave A. Employee will accrue vacation leave at a rate of 24 days annually. ---PAGE BREAK--- 4 B. Employee will accrue sick leave at the same rate as other City management employees. C. Employee is entitled to accrue unused leave in the manner and subject to the limitations as other City management employees. 11. Automobile Allowance A. City will pay Employee $450.00 per month to defray Employee's local transportation costs incurred pursuant to his employment functions. In addition, City will either reimburse Employee for mileage for travel outside of a 50 mile radius of the City of Belgrade at the I.R.S. rate of reimbursement, or provide Employee with a City vehicle to use for trips exceeding a 50 mile radius of the City of Belgrade. 12. Professional Memberships, Conferences and Education A. City agrees to budget for and to pay Employee's membership dues and subscriptions for the Montana League of Cities and Towns, International City/County Manager Association (ICMA), and Great Open Space City Managers Association (GOSCMA) which is desirable for Employee's continued professional participation, growth and advancement, and for the good of City. B. City also agrees to budget for and to pay travel and subsistence expenses of Employee for short courses, institutes and seminars that are necessary for Employee's professional development and for the good of City including attendance at the GOSCMA conference. City also agrees to pay travel and subsistence expenses for attendance at the ICMA conference as budgeted funds allow. All proposed expenses shall be approved by the City Council as part of its annual budget. 13. Technology A. City shall provide Employee with customary personal equipment including computer, software, fax/modem, and cell phone for Employee to perform the job and to maintain communication. Employee may elect to use his personal cell phone rather than a City cell phone. 14. Indemnification A. Employee indemnification shall be governed by MCA 2-9-305. Immunization, defense and indemnification of employees. 15. Written Notice Provisions A. Notices pursuant to this Agreement shall be given by depositing in the custody of the United States Postal Service, certified mail or registered mail postage prepaid, return receipt requested, addressed as follows, or by hand delivery: I. CITY: Mayor, City of Belgrade 91 East Central Avenue, Belgrade, Montana 59714 II. EMPLOYEE: Neil Cardwell ADDRESS ON FILE WITH HUMAN RESOURCES ---PAGE BREAK--- 5 B. 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. 16. Residency A. Employee shall reside within the corporate boundaries of the city for the duration of employment. 17. Downpayment Assistance A. The City agrees to provide a downpayment assistance to the Employee in the amount of $550,000. This amount is intended to assist the Employee in acquiring residential property within the City of Belgrade. B. In the event that the Employee voluntarily leaves employment with the City or is terminated for cause before completing 10 years from the original date of hire, the downpayment assistance must be repaid on a pro-rated schedule based calculated as follows: Less than 1 year of service: 100% repayment 1-2 years of service: 90% repayment 2-3 years of service: 80% repayment and so forth, with a 10% reduction for each additional year of service. C. Notwithstanding the above, if the City terminates the Employee without cause, the Employee shall not be required to repay any portion of the downpayment assistance. D. In the case of an event within the Employee’s immediate family that necessitates relocation, the City Council may consider the circumstances and, at its discretion, may choose not to require repayment or may modify the repayment schedule based upon the situation. 18. First Right of Refusal for Sale of Home: A. The City shall retain the first right of refusal for the sale of the residential property purchased by the Employee with the assistance of the downpayment assistance provided by the City if the Employee voluntarily leaves employment with the City or is terminated for cause. B. If the City chooses to exercise its right of refusal, it shall notify Employee in writing within 14 days of receiving notification of intent to sell from the Employee as defined in Section 19. C. The City agrees that, upon exercising its right of refusal, it will pay the fair market value of the home as determined by a mutually agreed upon appraiser at the expense of the City at the time of the proposed sale. ---PAGE BREAK--- 6 D. In the event that the appraised value is above the original purchase price paid by the Employee for the home, the City will pay 50% of the difference for any value above the original sales price value. E. For the purposes of clarity, if the employee purchases a $500,000 residential property, and when sold, the appraised value is $550,000. The City would pay the employee $525,000 for the residential property. F. Nothing in this agreement obligates the Employee to sell the property obtained from the Downpayment Assistance as described in Section 17. G. If the Employee terminates employment and is not subject to any repayment of Downpayment Assistance as described in Section 17. The first right of refusal terminates two years from when the Employee terminates employment with the city or has repaid downpayment assistance subject to section 17. 19. Notification For Intent to Sell: A. The Employee agrees to provide the City with written notice of the intent to sell the residential property, including all terms and conditions of the proposed sale, at least 30 days prior to listing the property on the open market. 20. General Provisions A. Integration: This Agreement establishes the entire understanding between City and Employee relating to employment of Employee by City. Any prior discussions or representations by or between the parties are merged into and rendered null and void by the Agreement. The parties by mutual written agreement may amend any provisions of this agreement during the term of the agreement. Such amendments shall be incorporated and made a part of this agreement. B. Binding Effect: This Agreement shall be binding on City and Employee as well as their heirs, assigns, executors, personal representatives and successors in interest. C. Severability: The invalidity or partial invalidity of any portion of this Agreement will 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 removal or judicial modification of the invalid provision. D. Applicable Law: This Agreement shall be governed in all respects by the laws of the State of Montana. ---PAGE BREAK--- 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF BELGRADE Russ Nelson, Mayor On the advice and consent of a Majority of the City Council. ATTEST: Camille Gregory, City Clerk EMPLOYEE: Neil Cardwell, City Manager ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK---