Krull Contract 2022 - Proposed for Ratification (2).pdf - Marlene Avery

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EMPLOYMENT AGREEMENT THIS AGREEMENT (hereinafter referred to as the “Agreement”) entered into this 28th day of March, 2022, by and between Butler Community College (hereinafter referred to as the “College”), by and through its Board of Trustees (hereinafter referred to as the “Board”), and Dr. Kimberly Krull (hereinafter referred to as “Krull”). WHEREAS, under K.S.A. 71-201, the Board of Trustees of the College are empowered to appoint and fix the compensation and the term of office of the President of the College; WHEREAS, Krull was previously appointed and served as President of the College under an employment agreement with the College dated July of 2019, the original stated term of which has expired. WHEREAS, by agreement between the Board and Krull, Krull has continued to serve as President and chief executive officer of the College under the terms of the previous employment agreement while negotiations for a new agreement have been under consideration by the Board. WHEREAS, Krull desires to continue employment with the College and the Board desires to continue to employ Krull for a term certain subject to various and sundry conditions and benefits. WHEREAS, the Board has duly considered the accomplishments of Krull during her past term as President and chief operating officer has proposed an employment agreement to Krull to which Krull has accepted. The parties hereto now desire to memorialize the terms, conditions, rights, responsibilities and obligation of Krull and the College under the proposed Agreement. NOW THEREFORE, and in consideration of the mutual promises, covenants and conditions set forth herein, the College and Krull agree as follows: I. Preamble 1. Krull acknowledges that the Board, in accordance with the provisions of law and the rules and regulations of the state board of regents, has custody of and is responsible for the property of the College and is further responsible for the operation, management and control of the College, and agrees that as President and chief executive officer of the College, she has a duty and obligation to assist the Board in carrying out those functions and responsibilities. 2. Krull recognizes and agrees that she must work together with the Board in order for the College to meet its goals and mission, to operate efficiently, and to be fiscally responsible to the College and the taxpayers who contribute to its existence and continued operation. 3. Krull agrees she will expend her best efforts to see that this is accomplished for the benefit of the students attending the College, the faculty and employees of the College and the larger community to which the College serves. 1 II. Term 1. The Board hereby agrees to employ Krull as President and chief executive officer of the College. The employment shall be for a period of two (2) years commencing on the 1st day of July, 2022, and ending on the 30th day of June, 2024, unless otherwise terminated under the provisions herein. Effective July 1 of each year thereafter, the term of employment shall be automatically extended for an additional term of one year unless notice of non-extension is given. Such notice of non-extension shall be in writing by either party to the other at least ninety (90) days prior to the effective date of the extension. III. Resignation 1. Krull may terminate this Agreement at any time by resignation. Krull’s employment as President and chief executive officer shall cease on the effective date of her resignation and any right to continued compensation and/or benefits she may be entitled to upon resignation under this section shall be processed in accordance with and be subject to the College’s policies, rules, protocols and various benefit plans with respect to vesting and rights after termination of employment by resignation. If no provision is made for herein and no policy, protocol or rule of the College is applicable hereto on the effective date of the resignation, any right to future compensation and/or benefits not so addressed shall be forfeited on the date of termination. IV. Automatic Termination 1. This Agreement will automatically terminate upon Krull’s inability to perform the essential duties of the position of President and chief executive officer of the College, including but not limited to her death or permanent disability. 2. If a question arises or exists concerning the ability of Krull to return to duty or otherwise perform the essential duties as President and chief executive officer, the Board may require Krull to submit to a fitness for duty examination at the College’s expense to be performed by a physician selected by the Board as appropriate. The physician report shall be limited to the issue of whether Krull has a disability which materially prohibits her from performing the essential duties of the President and chief executive officer with or without reasonable accommodation. Krull herein agrees to release of the report to the Board. The examination shall be strictly confidential as to anyone other than the Board or as may be otherwise mutually agreed upon. 3. In the event of automatic termination under this section, any right to continued compensation and/or benefits she may be entitled to upon automatic termination under this section shall be processed in accordance with and be subject to the College’s policies, rules, protocols and various benefit plans for executive employees with respect to vesting and rights after automatic termination of employment. If no provision is made for herein and no policy, protocol or rule of the College is applicable hereto on the effective date of the termination, any right to future compensation and/or benefits not so addressed shall be terminated and deemed forfeited on the date of termination. 2 V. Termination by Mutual Consent 1. The Board, with the consent of Krull, may at any time terminate the term of employment set forth in this Agreement and re-employ Krull on any terms and conditions as may be mutually agreed upon by the Board and Krull, for a new term to commence on the effective date of the agreed termination of the existing agreement. 2. Unless otherwise agreed to as a term and condition in the new agreement, any right to compensation and/or benefits under the previous agreement that Krull may be entitled to upon termination by mutual consent under this section shall be processed in accordance with and be subject to the College’s policies, rules, protocols and various benefit plans for executive employees with respect to vesting and rights after termination by mutual consent. If no provision is made for herein and no policy, protocol or rule of the College is applicable hereto on the effective date of the termination, any right to future compensation and/or benefits not so addressed shall be terminated and deemed forfeited on the date of termination. VI. Termination For Cause 1. The Board may terminate this Agreement at any time “for cause” upon a majority vote of the full Board. 2. For purposes of this Agreement, “just cause” shall be defined as conduct determined by a majority of the Board to be: a. Gross negligence or willful malfeasance in the performance of her duties that materially harms the College; b. Acts or omissions that are undertaken or omitted knowingly and feloniously or fraudulently that involve material dishonesty or moral turpitude; c. Formal indictment or charge in a court of law with any felony, or any other crime involving misuse or misappropriation of College funds; d. Breach of fiduciary duty with respect to the College; e. Material or repeated failure to comply with applicable state or federal law, or policies, protocols, rules or written policies of the College; and, f. Any material breach of the terms, conditions, duties and responsibilities set forth in this Agreement. 3. In the event the Board has determined a notice of termination for cause should issue, Krull shall be entitled to due process. The notice of termination shall contain a reasonably detailed statement by the Board setting forth the reasons for the proposed action. Krull shall then be entitled to meet with the Board in closed session to present evidence and argument as to why the Board 3 should not terminate this Agreement. After extending such opportunity to Krull and considering the evidence and statements of Krull, the Board shall provide Krull with its final decision. 4. If the final decision of the Board is to terminate Krull’s employment for cause under this Section, any right to continued compensation and/or benefits Krull may be entitled to under this Agreement shall be terminated and deemed forfeited on the effective date of the termination, provided however, that if the College’s policies, rules, protocols and various benefit plans for executive employees with respect to vesting and rights after termination for cause provide otherwise, those provisions shall control. VII. Termination Without Cause 1. Notwithstanding the ability of the Board to terminate Krull “for cause”, the Board considers Krull to be “an employee-at-will” and retains the authority to terminate this Agreement for any reason, i.e., “without cause”. 2. In the event the reason for termination without cause is based on job performance, negative performance evaluations or violation of College policy, rules or protocol, the parties hereto agree to follow the College’s progressive disciplinary policy for executive employees contained in the College’s Employee Handbook, including any right to due process that may be granted therein. 3. In the event a final decision by the Board is made to terminate Krull without cause, whether it be under the College’s progressive disciplinary policy or for any reason other than for cause, automatic termination or mutual termination, the College shall provide Krull with severance equal to her then monthly salary, less applicable deductions, multiplied by the number of months left on the unexpired term of this Agreement. All other benefits Krull may be entitled to under this Agreement shall be processed in accordance with and be subject to the College’s policies, rules, protocols and various benefit plans for executive employees with respect to vesting and rights after termination of employment without cause. Any benefits not so addressed therein shall be terminated and deemed forfeited on the date of termination. 4. The severance package set forth in this section shall constitute Krull’s sole and exclusive remedy for any and all damages she may claim against the College arising out of her employment and termination thereof. VIII. Notices and Time Limitations 1. Unless otherwise set forth herein, any notice of termination, notice of nonrenewal, notice of resignation, request for hearing or notice of a Board decision with respect thereto shall be in writing. 2. If the College elects to not renew this Agreement, notice of intent to non-renew shall be provided to Krull at least ninety (90) days prior to the end of the term of employment set forth herein. 4 3. If the College elects to terminate this Agreement for cause under Section VI, Krull shall have ten (10) days upon receipt of the notice to terminate for cause to request the due process hearing permitted under said Section. Within ten (10) days of receipt by the Board of Krull’s request for hearing, the Board shall hold a closed session as set forth in Section VI to allow Krull to present her evidence to the Board. Upon conclusion of the hearing, the Board shall have ten (10) days thereafter to notify Krull if its decision. 4. If the College elects to terminate this Agreement without cause under Section VII and any policy, rule or protocol of the College provide for due process, Krull shall have ten (10) days upon receipt of the notice to terminate without cause to request any due process hearing that may be provided for under said policy, rule or protocol of the College for executive employees providing for such. If applicable, within ten (10) days of receipt by the Board of Krull’s request for a due process hearing, the Board shall hold a closed session as set forth in Section VI to allow Krull to present evidence and statements to the Board. Upon conclusion of the hearing, the Board shall have ten (10) days thereafter to notify Krull if its decision. 5. If Krull elects to tender her resignation from employment with the College, notice of intent to resign shall be provided to the Chairman of the Board at least ninety (90) days prior to the date she intends to resign from her employment. 6. If this Agreement is subject to automatic termination under Section IV due to Krull’s inability to perform the essential duties of the position of President and chief executive officer of the College for reasons other than death, any request for submission to a fitness for duty examination shall be provided to Krull at least ten (10) days prior to any termination. Upon receipt of said request, Krull shall have ten (10) days to accept said request and submit to the referenced physician examination within ten (10) days thereafter. Upon receipt by the Board of the physician’s report of examination, the Board shall issue its decision as to whether Krull’s employment shall be automatically terminated under Section IV. Any automatic termination under Section IV for reasons other than death shall be suspended and stayed in all respects during these time periods. IX. Duties 1. Krull, as President and chief executive officer, shall devote her full time and attention to her employment by the College consistent with those duties customarily performed by presidents and chief executive officers of colleges of comparable size, service and mission, included by example, but not limited to: educational leadership; faculty and community relations; budgeting; project oversight; capital improvement; program expansion or contraction; long-range planning; fund raising; development; growing public and community relations; monitoring and assisting student services; recruitment and retention of personnel; meeting or exceeding the goals and missions of the College; compliance with local, state and federal laws; legislative monitoring and participation; and, such other duties as may be authorized or directed from time to time by the Board. 2. The expenditure of reasonable amounts of time for personal or outside business, as well as charitable and professional development activities, shall be permitted provided such activities do not interfere with the duties or services to be rendered under this Agreement. 5 However, Krull shall not engage in any activity that conflicts with or is adverse to the best interests of the College. (See Section X. Outside Activities) 3. Krull, as chief executive officer of the College, shall be responsible for the performance of duties for all subordinate personnel. 4. Krull shall assist the Board in the management and operation of the College and accept and carry out any duties or tasks delegated to her by the Board in accordance with usual practice and custom with respect thereto, and applicable law. 5. Krull shall implement, monitor and carry out the policies, protocols, directives, goals, and missions set by the College and perform such other tasks as the Board may deem necessary and assign to her from time to time with respect thereto. 6. Krull shall at all times keep the Board fully informed of all significant activities at, or significant issues affecting, the College, especially those activities or issues regarding significant public concerns, untoward events, damage to College property, the function of personnel, expenditures, budgetary matters, enrollment matters, legal matters having the potential to affect the College in any way; and any other major issues or events that may potentially affect the operation and management of the business of the College or its reputation. 7. Krull shall provide the Board whatever special reports, requests for information, or other items of information when requested. 8. The Chair of the Board shall be the individual to whom Krull reports informally between Board meetings, but any written materials shall be distributed to all Board Trustees. 9. Krull shall endeavor to enhance the effectiveness and reputation of the College at all times. To achieve that end, Krull shall perform at all times, faithfully and industriously and to the best of her ability, experience and talents, all of the duties that may be required of her as chief executive officer pursuant to the express and implied terms hereof and to the reasonable satisfaction of the Board. 10. In carrying out her duties and responsibilities, Krull agrees to respect and obey all laws, rules and regulations of the State of Kansas and conduct herself at all times in a professional manner so as not to bring discredit upon or injure the reputation of the College. X. Outside Activities 1. The College recognizes that it is both appropriate and beneficial to Krull’s professional career and standing as an educator and administrative executive to engage in outside activities unrelated to her duties and responsibilities to the College under this Agreement, such as serving on boards of directors, holding office in educational organizations, delivering speeches and writing for peer review publications. 6 2. As such, Krull is permitted to participate in outside activities, provided Krull seeks prior approval from the Board before agreeing to serve on any board of directors, holding office in any organization or participating in any activity that may conflict with, or materially impinge upon the time necessary to perform, her duties and responsibilities under this Agreement. 3. All income or other compensation earned by Krull in connection with her outside activities shall be paid to and retained by Krull and reported in accordance with applicable tax law and established College policy. Such income, if any, shall have no effect on the amount of salary, benefits, or other compensation to which Krull may otherwise be entitled to under this Agreement. XI. Salary 1. Krull shall have received an annual base salary of one hundred seventy-eight thousand five hundred dollars ($178,500.00), less applicable deductions, for the services rendered in performance of this Agreement. Said sum shall be paid in twelve (12) equal monthly installments effective and beginning July 1, 2021 to June 30, 2022. Effective July 1, 2022, the annual base salary for 2022 shall remain the same until the 2022-2023 faculty contract is negotiated. 2. Said salary shall be adjusted automatically without the need for Board approval on an annual basis at the same rate and basis approved by the Board for professional employees. 3. Krull’s salary shall be reviewed annually and may be increased, but not decreased, at the discretion of the Board. Any increases in base salary shall be based upon Krull’s accomplishments and performance during the preceding fiscal year. 4. The Board may also consider periodic merit bonuses. Any merit bonus shall be discretionary with the Board and be based upon Krull’s accomplishments and performance during the preceding fiscal year. Any increases shall be applied prospectively from the date of the Board’s approval. 5. Such annual salary review and consideration for merit bonus compensation will be accomplished in conjunction with the Board’s evaluation of performance, as set forth in Section XII of this Agreement. XII. Annual Evaluation 1. No later than the first week of June, 2022, meeting of the Board, and each year thereafter during the term of this Agreement, Krull shall provide the Board with an assessment of her performance as President measured against the goals and objectives for the then current fiscal year, as well as her proposed goals and objectives for the next fiscal year. The Board will review and provide appropriate feedback and direction with respect to Krull’s past performance and future goals and objectives. To aid the Board in its annual evaluation, Krull agrees to furnish the Board such additional oral or written reports as the Board may so request. The Board may also consider any other information it deems appropriate in evaluating the performance of Krull, including any 7 evaluations or reports from students, employees, community leaders, executive staff, faculty or others. 2. The Board shall have the discretion to consider any information obtained from any source in exercising its review for salary increase or bonus compensation as confidential. XIII. Leave and Holiday Benefits 1. Sick Leave: Krull shall be entitled annually to one-hundred twenty (120) hours of sick leave. 2. Annual Leave: Krull shall be entitled annually to twenty-two (22) days of annual leave. 3. Professional Leave: Krull shall be entitled annually to forty (40) hours of professional leave. 4. Personal Leave: Krull shall be entitled annually to sixteen (16) hours of personal leave. 5. Holiday Leave: Krull shall be entitled annually to the same holidays all other professional employees are entitled to under the policies, rules and protocols of the College. 6. Unused accrued sick leave, annual leave, professional leave, personal leave and holiday leave at the end of each year of this Agreement shall be processed and be subject to the policies, rules and protocols of the College for professional employees. 7. Unless otherwise set forth herein to the contrary, in the event this Agreement is terminated, including resignation by Krull, all accumulated leave and any right to compensation for future leave provided for under this Agreement shall be processed in accordance with and be subject to the policies, rules and protocols of the College for executive employees. Unless otherwise agreed to by the Board or if no provision is made for herein and no policy, protocol or rule of the College for executive employees is applicable hereto on the effective date of the termination, any accrued leave and/or right to future benefits not so addressed shall be terminated and forfeited on the date of termination. XIV. Health/Life Insurance Benefits 1. During the term of this Agreement, the College shall pay 100% of the monthly single health insurance premium on behalf of Krull of any health plan available to faculty and/or other executive employees of the College. 8 XV. Entertainment Expense Benefit 1. During the term of this Agreement, Krull shall be entitled to an entertainment allowance of up to $2,500.00 per year for expenses incurred in providing goods and services reasonably related to the duties of Krull as President and chief executive officer. 2. Upon timely request and for good cause shown, the Board may consider additional funds for entertainment purposes. XVI. Clubs and Membership Benefit 1. During the term of this Agreement, the College agrees to pay 100% of Krull’s membership dues with the El Dorado Rotary Club. XVII. Annuity Benefit 1. During the term of this Agreement, instead of having allowances and annuity, the housing allowance is rolled into this Annuity Benefit provision and the amounts remain the same for this contract year. The College shall provide Krull with an annual annuity payment of $15,000.00 payable at the end of each fiscal year to be set aside in an annuity account of Krull’s choosing. Said annual annuity shall vest at the time of payment and be prorated on a monthly basis in the event of her termination or resignation from employment. XVIII. Transportation Allowance Benefit 1. During the term of this Agreement, the College shall provide Krull with an automobile for use on College business. All maintenance and expense reasonably related to the use and operation of the vehicle shall be paid by the College. 2. Personal use of the College’s automobile is permitted at the College’s approved rate of reimbursement for College employees. XIX. College-related Business and Travel Expenses Benefit 1. The College shall reimburse Krull for all reasonable College-related business and travel expenses including but not limited to lodging, airfare, transportation costs, meals, and annual dues and memberships fees for professional associations, meetings and entertainment. XX. Governing Law, Construction &Amendment 1. This document contains the entire Agreement of the parties hereto and shall govern the respective duties and obligations of the parties, superseding any other written or oral statements, negotiations or agreements to the contrary. No other promises, agreements or offer, oral or written, exists between them, except for those expressed in this Agreement. No parole evidence may be admitted to prove the existence of any such promise, offer, agreement or to otherwise challenge a term or condition expressed in this agreement. 9 2. This Agreement shall be interpreted in accordance with its fair meaning and the caption of the various sections are for the purpose of organization and convenience of the reader only and shall not be considered in interpreting or construing the meaning of the terms or provisions of this Agreement. 3. Any party’s failure to enforce strict performance of any covenant, term, condition, promise, agreement or undertaking set forth in this Agreement shall not be construed as a waive or relinquishment of any other covenant, term, condition, promise, agreement or undertaking at any time in the future. 4. If any term or provision of this Agreement is determined to be invalid or unenforceable, such a determination shall not invalidate any other term or condition or the validity of the balance of this Agreement. 5. Nothing contained in this Agreement and no action taken pursuant to any provision set forth in this Agreement shall be construed as creating a trust or trust fund of any kind. 6. Venue for any dispute arising out of this Agreement shall be Butler County, Kansas and any interpretation or construction of the terms and conditions of this Agreement and rights and obligations of the parties hereto shall be determined in accordance under and in accordance with the laws of the state of Kansas. 7. This Agreement may be amended by the mutual consent of the Board and Krull. All amendments shall be in writing and signed by the parties hereto. 8. All parties acknowledge that they have had an opportunity to consult counsel before entering onto this Agreement. XXI. Mediation 1. The parties agree that any controversy or claim that either party may have against the other arising out of or relating to the construction, application or enforcement of this Agreement, as well as any controversy or claim based upon the alleged breach of any legal right to or arising from Krull’s employment, resignation and/or termination shall be submitted to non- binding mediation. 2. The parties agree that before submitting any such dispute to non-binding mediation, they will make best efforts to informally resolve any such dispute. 3. In the event the dispute cannot be resolved within a reasonable time period, either party may serve the other with a notice of request for non-binding mediation. 4. Within fifteen days after delivery of written notice of request for non-binding mediation from one party to the other, the dispute shall be submitted to a single mediator located in the State of Kansas chosen by the parties. 10 5. While any non-binding mediation is pending under this section, the terms and conditions of this Agreement shall not be stayed or suspended unless mutually agreed upon by the parties hereto. 6. The costs and fees associated with the non-binding mediation, excluding attorney fees for Krull, shall be paid by the College. XXII. Effective Date 1. This Agreement is subject to motion and approval of the Board. 2. Once approved, all terms and conditions set forth herein shall be effective as of the date set forth in this agreement. XXIII. Binding Effect 1. This Agreement shall be available to and binding upon the parties hereto and their respective heirs, executors, administrators and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, each copy to be treated as an original, the day and year first written above. BUTLER COMMUNITY COLLEGE By _________________________________________ Forrest Rhodes, Chairman of the Board of Trustees ____________________________________________ Dr. Kimberly Krull ATTEST: ________________________________________ ________________________________________ 11