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R-1139 - 10/25/2011 - POLICE AGREEMNT - Resolutions ExhibitsEXECUTION COPY VILLAGE OF OAK BROOK CHIEF OF POLICE EMPLOYMENT AGREEMENT This Chief of Police Employment Agreement ( "Agreement ") is made and entered into as of the 26th day of October , 2011, by and between the Village of Oak Brook, DuPage County, Illinois, an Illinois municipal corporation (the "Village "), and James R. Kruger, Jr. ( "Kruger "). WITNESSETH: WHEREAS, pursuant to Section 3 -1 -2A of the Village Code of the Village of Oak Brook (the "Village Code "), the Chief of Police of the Village ( "Chief of Police ") shall be appointed by the Village President on the basis of merit, fitness, and experience, with the approval of the Board of Trustees; and WHEREAS, after completing the interview process, the Village President desires to appoint Kruger as Chief of Police, and Kruger desires to be employed as Chief of Police; and WHEREAS, Kruger and the Village have agreed that it is appropriate to document the terms and conditions of Kruger's employment by the Village; and WHEREAS, the Village and Kruger agree that the terms and conditions as provided in this Agreement are appropriate for the employment of Kruger as Chief of Police; and WHEREAS, the Village President and Board of Trustees have determined that entering into this Agreement is in the best interests of the Village and its residents; NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth below, and other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged by the parties hereto, the Village and Kruger hereby agree as follows: Section 1. Recitals The foregoing recitals are hereby incorporated into and made a part of this Agreement. Section 2. Employment as Chief of Police; At -Will Employment; A. Employment. The Village hereby agrees to employ Kruger as Chief of Police beginning on November 28, 2011, and Kruger accepts such employment and agrees to perform the functions and duties of that position as provided in the Oak Brook Municipal Code in effect as of the date of this Agreement, and to perform such other legally permissible and proper duties and functions as the Village shall from time to time assign. A copy of the applicable provisions of the Village Code are attached hereto and made a part hereof as Exhibit A. EXECUTION COPY B. At -Will Employment. Kruger shall be employed at the will of the Board of Trustees. Section 3. Exclusivity; Outside Interests Kruger shall work exclusively for the Village. He shall work diligently, utilizing his best efforts in the performance of the services hereunder. He shall devote his entire business time, attention, and energies to the performance of the services hereunder and shall not, without the prior written consent of the Village Manager, actively engage in any income- or profit - generating activities other than his employment with the Village. Kruger shall be considered to be on call 24 hours a day, seven days a week. Notwithstanding these provisions, Kruger shall be entitled to explore and cultivate outside interests in activities that may from time to time generate income for Kruger; provided, however, that Kruger shall not engage in any such income - producing outside interest without the prior express knowledge and specific written consent of the Village Manager. Section 4. Compensation; Benefits A. Base Salary. The Village agrees to pay Kruger an annual base salary of $125,000, payable in installments in accordance with the Village's regular payroll procedures. Increases in Kruger's salary shall be based on merit as determined through the performance evaluation procedure set forth in Section 6 of this Agreement. B. Vacation and Personal Days. Kruger shall be entitled to fifteen (15) days of vacation and three (3) personal days each year. No more than five (5) unused vacation days may be carried over to succeeding years, but only in the manner and to the extent provided in the Village's Personnel Manual, as may be amended from time to time. Personal days can not be carried over to succeeding years. Kruger shall be entitled to twenty (20) days of vacation upon completion of five (5) years of service with the Village. C. Sick Leave. Kruger shall be credited with six (6) days of sick leave upon beginning his employment with the Village ( "Sick Leave Credit "), Kruger shall be entitled to additional sick leave as follows: during the first year of his employment, one day of sick leave every two months; after the first year of employment, one day of sick leave every month. Sick Leave Credit may be accrued only as provided in this Agreement. No compensation shall be paid to Kruger for any unused sick leave, except in accordance with the Village's Personnel Manual. D. Automobile. Kruger is considered on -call 24/7, and the Village agrees to provide Kruger with the use of a Village -owned vehicle for official use and reasonable and prudent personal use as described by the Internal Revenue Service. The Village shall be responsible for paying for liability, property damage, and comprehensive insurance coverage on such vehicle and shall further be responsible for all expenses attendant to the purchase, operation, maintenance, repair, and regular replacement of said vehicle, except for (1) car washes other than the use of the regularly contracted car washing service used for other police vehicles within the Village and (2) fuel for the vehicle when used for personal travel more than 250 miles from the Village (collectively, the "Vehicle Expenses "). Kruger shall be responsible to promptly report to 2 #10704338_v3 EXECUTION COPY the Village Manager any accidents or mechanical problems or defects concerning any Village - owned vehicle provided to Kruger, and must obey all state, federal, and local regulations concerning the use of the Village -owned vehicle.. Alternatively, the Village may, in its sole discretion, elect to provide Kruger with an automobile allowance, in an annual amount mutually agreed to by Kruger and the Village, to allow Kruger to purchase or lease his own automobile in lieu of providing a Village -owned vehicle, provided that if the Village elects to provide an automobile allowance in lieu of a Village -owned vehicle, the Village will not pay the Vehicle Expenses or any other expenses related to the vehicle other than the automobile allowance payment. E. Retirement and Pension Plan. Kruger shall, in accordance with all applicable laws, become a member of the Oak Brook Police Pension Fund ( "Village Pension Fund "). The Village agrees to fund the actual costs of transferring Kruger's creditable service time from the Roselle Police Pension Fund up to the amount of $5,000, with Kruger to bear any such actual costs exceeding $5,000; alternatively, if Kruger chooses not to transfer his creditable service time from the Roselle Police Pension Fund, the Village will provide Kruger with a one -time payment of $5,000 to fund an ICMA retirement plan designated by Kruger. Kruger acknowledges and agrees that any transfer of his existing pension credits and rights will only be into the Village Pension Fund. Kruger further acknowledges and agrees that he will not enroll in the Sheriffs Law Enforcement Program ( "SLEP ") of the Illinois Municipal Retirement Fund ( "IMRF ") and that the Village has relied on his representation that he will not enroll in SLEP in extending him its offer of employment pursuant to this Agreement. F. Insurance Plans; Life Insurance. Kruger shall be entitled to participate in employee insurance and retirement benefit plans or programs of the Village provided to other Village employees generally to the extent that his position, tenure, salary, age, health, and other qualifications make him eligible to participate, subject to the rules and regulations applicable thereto. The Village shall pay, during Kruger's employment with the Village, the premiums for a term life insurance policy selected by the Village in the amount of $100,000 on the life of Kruger, with a beneficiary as designated by Kruger. Kruger may purchase additional coverage under the term life insurance policy at his sole cost. After termination of this Agreement, Kruger may opt to take said policy, but Kruger thereafter shall be responsible for all payments and charges related to said policy. Section 5. Taxes All payments made to Kruger pursuant to Section 4 of this Agreement shall be subject to the usual and appropriate payroll, personnel, and benefits policies of the Village as well as the requirements of any applicable federal, state, or local laws, including appropriate tax withholdings. Nothing in this Agreement shall be deemed or interpreted as requiring the Village to pay, directly or by way of reimbursement to Kruger, any federal or state income tax liability that Kruger may incur as a result of this Agreement or any of the transactions contemplated herein. 3 #1070433523 EXECUTION COPY Section 6. Performance Evaluation The Village Manager shall review and evaluate the performance of Kruger every six months for the first two years of Kruger's employment, beginning on the six month anniversary of his initial date of employment, and annually thereafter.. Each review and evaluation shall be in accordance with criteria developed by the Village Manager and the results of each review and evaluation will be shared with and reviewed by the Village President and the Board of Trustees. Section 7. No Residency Requirement Kruger is not required to reside in the Village while employed with the Village pursuant to this Agreement. Section 8. General Business Expenses; Professional Organizations The Village agrees to reimburse Kruger for all necessary and reasonable expenses incurred by him in the performance of his duties, tasks, and responsibilities in his position as Chief of Police under this Agreement, subject to the presentation of appropriate vouchers in accordance with all applicable Village rules and policies and subject to review and approval by the Village Manager. Reimbursable expenses include dues and fees for Kruger's membership in professional organizations that are approved in advance by the Village Manager on an annual basis and are previously budgeted by the Village, but do not include expenses related to attendance at in -state or out -of -state conferences unless those conference - related expenses are previously budgeted by the Village and approved by the Village Manager. Section 9. Confidentiality Kruger acknowledges that Kruger has had and will have access to confidential information ( "Confidential Information ") that is not generally known outside, or in some cases inside, the corporation known as the Village of Oak Brook. Confidential Information shall not include public documents or information that would otherwise constitute Confidential Information but that has lawfully become public. Kruger covenants and warrants that, both during and after Kruger's employment, Kruger shall not directly or indirectly use, divulge, furnish, or make accessible Confidential Information to any person, firm, or corporation other than persons, firms, or corporations employed and/or retained by the Village in a fiduciary capacity without the prior express written authorization of the Village, but instead Kruger shall keep all Confidential Information strictly and absolutely confidential except as otherwise provided herein. Section 10. Termination; Cooperation in Litigation As provided in Section 2 of this Agreement, Kruger shall be employed at the will of the Board of Trustees and thus may be terminated by the Board of Trustees at any time without cause. Kruger also may be terminated for just cause. 4 N10704338_v3 EXECUTION COPY A. Termination without Cause. The Board of Trustees may determine at any time, without cause, that Kruger shall no longer serve as the Chief of Police. In the event of termination without cause, Kruger shall be entitled to severance pay and benefits as provided in Section 11 of this Agreement. B. Termination for Just Cause. The Board of Trustees may determine that there is just cause for termination. For purposes of this Agreement, "just cause" means (i) acts of Kruger of misfeasance or malfeasance in office and/or conviction of Kruger for fraud, misappropriation, or embezzlement involving property of the Village, (ii) conviction of Kruger of a felony offense, (iii) conviction of Kruger of a misdemeanor offense, which conviction results directly from a reduction, through a plea agreement, of a felony charge against Kruger, (iv) failure of Kruger to properly perform, or neglect by Kruger of, the duties of the position of Chief of Police, or (v) conduct of Kruger that causes harm to the reputation of the Village. If the Board of Trustees seeks to terminate Kruger for just cause, then Kruger shall be given not less than fourteen (14) days prior written notice setting forth the date, time, and place of a hearing at which Kruger may be heard regarding the basis on which the Board of Trustees seeks to terminate Kruger's employment. The notice shall include a statement of the specific basis for the Board of Trustees' determination that just cause exists for termination. Kruger shall have ten (10) days within which to file a written response to the statement of charges, if he so desires. Kruger shall have the right to require that any hearing be conducted in the Village Hall. Kruger also shall have the right to require that any hearing be conducted in executive session. C. Cessation of Compensation and Benefits. If the Village terminates Kruger's employment at any time for cause, then Kruger will not be eligible for any additional compensation or benefits under this Agreement, including without limitation any severance pay or benefits provided in Section 11 of this Agreement. , D. Cooperation in Liti ation. During and after his employment with the Village, Kruger agrees to fully and completely cooperate with the Village in all potential litigation or litigation in which the Village is involved or may become involved and for which Kruger is needed either to provide information or to serve as a witness on behalf of the Village. The terms and conditions of this Subsection shall survive the termination of Kruger's Village employment, Section It. Severance A. Severance Payment. If Kruger is terminated without a determination of just cause pursuant to Section 10 of this Agreement, then the Village shall pay Kruger severance in an amount equal to six (6) months base salary at Employee's then- current rate of pay. The severance shall be paid to Kruger in six (6) equal installments. B. Subsequent Employment. If Kruger obtains full -time employment similar or comparable to that held under the terms of this Agreement within the six (6) month period during which he is receiving severance from the Village under this Section 11, then he shall immediately advise the Board of Trustees in writing, whereupon said severance shall be discontinued. 5 N10704335_v3 EXECUTION COPY C. No Severance for Resignation or Termination for Just Cause. If Employee voluntarily resigns or is terminated for just cause, then the Village is not obligated to, and shall not, pay severance to Kruger under this Section 11. D, Temporary Continuance of Health Benefits. If Kruger is terminated without a determination of just cause pursuant to Section 10 of this Agreement, Kruger may elect to continue to participate in the Village's health insurance program for up to six (6) months after his termination, in which case Kruger's employee costs for participating in the Village's health insurance program will be deducted from the severance paid to Kruger pursuant to Section I LA of this Agreement. Upon the expiration of the six month period provided in this Section I LD, or immediately upon Kruger's termination for just cause or Kruger's resignation, Kruger may seek continuance of his health insurance benefits at his own expense pursuant to COBRA. Section 12. Resignation If Kruger voluntarily resigns his position with the Village, then Kruger shall provide the Village President and Village Manager a minimum of sixty (60) days advance written notice prior to his resignation date. Section 13. Indemnification A. To the extent permitted by law, the Village shall defend, hold harmless, and indemnify Kruger against any tort, professional liability claim or demand, or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Kruger's duties and responsibilities as Chief of Police or resulting from the exercise of judgment or discretion in connection with the performance of those duties or responsibilities, unless the act or omission involved gross negligence or willful or wanton conduct. The Village shall indemnify Kruger against any and all losses, damages, judgments, interest, settlements, fines, court costs, and other reasonable costs and expenses of legal proceedings including attorneys' fees, and any other liabilities incurred by, imposed upon, or suffered by Kruger in connection with or resulting from any claim, action, suit, or proceeding, actual or threatened, arising out of or in connection with the performance of his duties pursuant to this Agreement. Any settlement of any claim must be made with prior approval of the Village in order for indemnification, as provided in this Section, to be available. B. Kruger recognizes that the Village shall have the right to compromise and settle any claim or suit unless said compromise or settlement is of a personal nature to Kruger. Further, the Village agrees to pay all reasonable litigation expenses of Kruger throughout the pendency of any litigation to which Kruger is a party, witness, or advisor to the Village arising out of an alleged act or omission occurring in the performance of Kruger's duties and responsibilities as Chief of Police. Such expense payments shall continue beyond Kruger's service to the Village as long as litigation is pending. 6 N10704338_v3 EXECUTION COPY Section 14. Notices Notice pursuant to this Agreement shall be given by depositing the same with the United States Postal Service, postage prepaid, addressed as follows: If to the Village: With a copy to: Village of Oak Brook Attention: Village Manager 1200 Oak Brook Road Oak Brook, Illinois 60523 Peter M. Friedman Village Attorney Holland & Knight LLP 131 South Dearborn St., 30th Floor Chicago, IL 60603 If to Kruger: James R. Kruger, Jr. 221 Hilltop Lane Sleepy Hollow, IL 60118 Alternatively, notice required pursuant to this Agreement may be served personally in the same manner as is applicable to civil judicial practice. Notice shall be deemed to be made on the date of personal service or on the third day after mailing. Section 15. General Provisions A. Entirety of Agreement. The Village and Kruger agree that no representations, promises, or agreements have been made to them or with them with respect to the subject matter of this Agreement and the consideration described herein except those contained in this Agreement. This Agreement constitutes the sole and entire agreement between the Village and Kruger with respect to the subject matter of the Agreement and supersedes all prior or contemporaneous agreements, understandings, and representations, oral and written, with respect to such subject matter. B. Amendments. 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. C. Binding Effect. This Agreement shall be binding on the Village and Kruger as well as their heirs, assigns, executors, personal representatives, and successors in interest. D. Severability. The invalidity or partial invalidity of any portion of this Agreement will not effect the validity of any other provision. In the event that any provision of this #10704338_v3 EXECUTION COPY 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 of the invalid provision. E. State Law. The validity, interpretation, construction, and performance of this Agreement (and every other issue arising under this Agreement) shall be governed by and interpreted in accordance with the laws of the State of Illinois, without giving effect to conflicts of law principles. F. Section Headings. Section headings herein are for convenience and reference only and in no way define, limit, or enlarge the rights and obligations of the parties under this Agreement. SIGNATURES FOLLOW ON SUBSEQUENT PAGE #I0704338_v3 EXECUTION COPY IN WITNESS WHEREOF, the parties hereto have executed this Agreement below. VILLAGE OF By: Gop alani, Village President Date: 1V01 2011 Witnessed: Charlotte K. Pruss, Village Clerk 7 a. 1 i 410704338_v3