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HomeMy WebLinkAboutContract 1559 ORIGINAL . - icr INTERIM CITY MANAGER EMPLOYMENT AGREEMENT Between the City of Cathedral City and Roderick J. Wood This Employment Agreement is entered into as of August 12, 2013, by and between the City Council of and on behalf of the City of Cathedral City, California, a municipal corporation (the "City"), and Roderick J. Wood, an individual (the "Interim City Manager" or the "Employee"), with respect to his employment as the Interim City Manager for the City. (The Employee and the City are collectively referred to as the "Parties.") RECITALS WHEREAS, the City operates under the City Manager form of government pursuant to Government code Sections 34851 et seq.; and WHEREAS, the Interim City Manager holds office at the pleasure of the City Council; and WHEREAS, the City requires the services of an Interim City Manager; and WHEREAS, the City desires to appoint the Employee as Interim City Manager of the City pending receipt of a completed and signed City application form, clearance of background (fingerprint) check and drug screen, and execution of this Agreement; and WHEREAS, the Employee has the necessary education, experience, skills and expertise to serve as the Interim City Manager for the City; and WHEREAS, the parties hereto acknowledge that under both California law and the Municipal Code of Cathedral City, the Interim City Manager is the Chief Executive Officer of the City and is solely responsible for the operations and personnel of the City; and WHEREAS, it is agreed that City Council members will deal with the administration of the City through the Interim City Manager; and WHEREAS, it is agreed the Interim City Manager shall take his orders and instructions from the City Council only when sitting in a duly convened meeting of the City Council and no individual Councilmember shall give any orders or instructions to the Interim City Manager. NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree and commit as follows to the terms and conditions of employment between the City and the Employee: TERMS AND CONDITIONS I. Term of Employment. The term of this Agreement will commence August 12, 2013 and terminate in accordance with the terms of this Agreement. At any point, the parties may mutually agree in writing to extend or abbreviate the term of the Agreement. 1 of 7 II. Obligations of the City. The City shall provide the Employee with the compensation and benefits specified in this Agreement. III. Duties and Obligations of the Employee. The Employee shall perform all duties of the City Manager as described in the Cathedral City Municipal Code Section 2.08 and any other related duties as may be prescribed by the City Council, including but not limited to serving as the Executive Director of the Cathedral City Downtown Foundation, Cathedral City Public Finance Authority, and the Successor Agency to the Redevelopment Agency of Cathedral City. A. The Employee shall act in the best interests of the City at all times and shall perform all of his duties in a competent and professional manner. B. The Employee agrees to devote all necessary time and attention to City business during the term of this Agreement, consistent with the terms of this Agreement. The Employee shall not engage in any other employment, whether for compensation or otherwise, without the prior written consent of the City Council. Under no circumstances shall such outside activities create a conflict of interest with the duties of the Interim City Manager and the interests of the City. C. Notwithstanding the foregoing, the City acknowledges and authorizes the Employee's existing commitments as a corporate board member of a real estate holding company, and as a member of a board of advisors for a software company. The Employee represents as follows: (i) neither company currently has any business or assets located within the City; (ii) neither company will attempt to do business with or within the City during the term of this Agreement; (iii) the Employee is not involved in the operations or management of either company and will not become so during the term of this Agreement; and (iv) the Employee will not perform any services for any company, other than the two referenced herein, during the term of this Agreement without the advance written permission of the City Council. Subject to the foregoing, the City agrees that the Employee may continue to honor his current commitments to the two companies referenced herein, provided only that such commitments do not in any way create a conflict of interest with the Employee's duties herein. D. The Employee shall record the number of hours he works and provide that number of hours to the City on a biweekly basis. Under no circumstances shall the employee work more than 960 hours in a fiscal year (July-June), unless and until the State/Ca1PERS modifies the maximum hours allowed. If such a modification occurs, this Agreement will be deemed automatically modified to be consistent with the maximum total number of hours permitted by the State/Ca1PERS. As set forth in Section DC below, this Agreement shall automatically expire upon the completion of 960 hours of work in a fiscal year, or the maximum number of hours established by the State/Ca1PERS. IV. Employee Compensation. The City agrees to provide the Employee the following salary and benefits: A. Salary. The Employee's hourly rate of pay beginning upon actual commencement of work, shall be$87.50 (based on a monthly rate of $15,166), which sum shall be paid pursuant to the procedures regularly established, and as they may be amended by the City in its sole discretion. 2 of 7 B. Car Allowance. The Employee shall be paid a car allowance of $500.00 per month, in lieu of a regular reimbursement of expenses, except that it is agreed that the Employee shall be reimbursed at the rate of$0.25 per mile only for travel events exceeding seventy-five (75) miles round trip. The expense of commuting to and from work shall not be reimbursed. The Employee is required to provide proof of vehicle insurance prior to being paid the car allowance and shall maintain appropriate vehicle insurance during the entire term of the Agreement in order to be eligible to continue receiving the car allowance. C. Technology. The Employee shall be provided with a City-paid iPad for use in conducting City business, and will be provided a monthly stipend of $100 for the use of his personal telephone for the conduct of City business during the term of this Agreement. D. Taxes. The Employee shall be responsible for any and all federal, state, local or other taxes resulting from any compensation or benefits provided to him by the City. The City shall withhold from any compensation or benefits provided under this Agreement all federal, state, local or other taxes as may be required pursuant to law or governmental regulation or ruling. E. Reimbursement of Expenses. The Employee shall be entitled to reimbursement for transportation, business and travel expenses incurred in the performance of his duties as Interim City Manager, subject to the City's discretion and approval and consistent with the City's Travel and Expenditure Reimbursement policy. The Employee shall submit to the City, on a monthly basis, an itemized account of all such expenditures, setting forth the date, the purpose for which each expenditure was incurred, and the amounts thereof, together with such receipts showing the payments. F. Usual and Customary Office Provisions. The City shall provide all necessary and customary office space, supplies, materials and equipment necessary to perform the job of City Manager. G. Flexible Schedule. The City and the Employee agree that the Employee shall maintain reasonable and normal office hours, and work a flexible schedule at the Employee's reasonable discretion, consistent with the duties of his office, with appropriate notice for time off without compensation for holidays, medical and/or other personal leave. H. Other Benefits. The Interim City Manager shall be entitled to no benefits and/or compensation other than as specifically set forth above. V. Bonding. The City shall bear the full cost of any fidelity or other bonds required of the Employee by law. VI. Indemnification. The City shall defend and indemnify the Employee against any claim(s) on the same terms and conditions, and in the same manner prescribed by the Government Claims Act, Government Code Sec. 810, et seq. In addition, if such protections are not included is said code sections, it is agreed that the Employee will be reimbursed for any costs incurred in connection with any civil rights claims resulting from the Employee's performance of his duties under this Agreement, even if said claim is made after the termination of the Employee's services to the City hereunder. Further, the Employee will be reimbursed for any 3 of 7 reasonable travel expenses incurred after his employment terminates if he is providing assistance to the City in defending any action, is being deposed or otherwise is legally required to attend a meeting or hearing, or if the City requests that he do so. VII. Professional Associations, Memberships and Subscriptions. The parties agree that the Employee will maintain membership in such state, regional and local professional organizations as is normal and ordinary for a City Manager, and subscribe to such professional publications as may be reasonably necessary in carrying out his duties as Interim City Manager and in order to maintain and enhance his professional skills. Associated costs of such membership and subscriptions shall be paid by the City. Any time spent by the Interim City Manager attending conferences or other activities of such organizations will not be considered part of the Employee's hours worked unless such attendance is approved in advance by the City Council sitting in open session. VIII. Employment of Regular City Manager. The Employee agrees not to apply or otherwise be considered for the role of the City's regular City Manager. IX. Termination of Employment. The Employee shall serve at the will and pleasure of the City Council and may be removed from office (terminated) for any reason or no reason as provided herein, upon a majority vote of the City Council. Nothing in this Agreement shall prevent the City Council from terminating this Agreement and the services of the Employee at its sole discretion. A. Termination. The City shall provide the Interim City Manager with written notice at least thirty (30) calendar days in advance of his termination. Nothing contained in this Agreement shall prevent the City from placing the Employee on paid administrative leave pending the termination date. Such administrative leave shall be paid based on the expectation of a forty-hour work week. The Employee shall not be entitled to any payment beyond the effective date of termination other than any wages earned through the effective date of termination. The Employee shall have no right to appeal or grieve his termination and/or the terms of this Agreement. B. Resignation. The Employee may resign from employment with the City by providing written notice to the governing body of the City at least thirty (30) calendar days prior to the effective date of his resignation. Upon resignation, the Employee shall be paid all wages due through the effective date of such resignation, providing all such wages are in fact earned. The parties may mutually agree in writing to allow the Employee to resign with less than 30 calendar days' notice. C. Expiration of Agreement. This Agreement shall automatically expire, and the Employee's employment with the City shall be immediately terminated at the earlier occurrence of: 1) the end of business on the first day of work of a regular City Manager [the regular City Manager shall have authority over the Interim City Manager on that first day of work]; or 2) upon completion by the Employee of 960 hours of work in a fiscal year. Upon expiration, the Interim City Manager shall be paid all wages due through the effective date of the expiration of this Agreement. Further, it is anticipated that the commencement of the Employee's employment with the City will overlap the tenancy of the City Manager who is being replaced by 4 of 7 the Employee. During any overlap period, the existing City Manager will have authority over the Interim City Manager. X. Confidential Information. The Employee acknowledges and stipulates that in the performance of his duties, the City discloses and entrusts him with certain confidential or proprietary information. The Employee agrees not to directly or indirectly disclose or use at any time any such information, whether it be in the form of records, lists, data, personnel information, drawings, reports, or otherwise, of a business or technical nature, which was acquired or viewed by the Employee during the Employee's relationship with the City unless such disclosure is authorized by the City in writing, required by law or required in the performance of the duties of the City Manager. This provision shall survive the termination or expiration of this Agreement. The Interim City Manager acknowledges that he is subject to the provisions of the Brown Act. XI. Notice. Any notices required hereunder shall be in writing and shall be given by personal delivery or overnight courier service to the Party to whom it is to be given at the address set forth below, or at such other address as each Party hereto may direct by notice given in accordance with the terms and conditions of this section. All notices shall be deemed effective upon personal delivery or upon three (3) business days following deposit with any overnight courier service in accordance with this section: For the City of Cathedral City: For the Interim City Manager: City Clerk 78-112 Red Hawk Lane City of Cathedral City La Quinta, CA 92253 68700 Avenida Lalo Guerrero Cathedral City, CA 92234 Any notice required to be given to the Employee under this Agreement shall be addressed to him at his last known address as reflected in the City's personnel records. Any Party may change its address for the purpose of this section by giving written notice of such change to the other Party in the manner herein provided. The City and City Council agree not to release any personal information regarding the Employee without the Employee's prior written consent, except as required by law or court process. XII. General Provisions. A. Governing Law and Severability. This Agreement shall be governed by the laws of the State of California. If any clause, sentence, section or other provision of this Agreement is, for whatever reason, deemed void, unlawful or otherwise unenforceable, then such shall be severed and the balance of this Agreement construed as if the severed language was not a part hereof. B. Modification, Amendment, Waiver. No modification or amendment of any provision of this Agreement shall be effective unless approved in writing and signed by both Parties. The failure of a Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of either party thereafter to enforce each and every provision hereof in accordance with its terms. 5 of 7 C. Assignment. Neither the Agreement nor any of the rights or obligations created herein shall be assignable by the Employee without the written approval of the City, which may be given or denied at the City's sole discretion. D. Counterparts. This Agreement may be executed in any one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The transmission of an executed signature page by any Party may also be accomplished via facsimile or via electronic transmission, and such copies of such documents may be treated as if they were originals. E. Section Headings. The section headings used herein are not a substantive part of this Agreement and are included solely for convenience and have no bearing upon and do not in any way limit the application of the terms and conditions of this Agreement. F. Incorporation. The Recitals are true and correct and are incorporated herein by this reference. G. Venue. All judicial proceedings involving disputes over the terms of this Agreement shall be initiated and conducted in the applicable court in Riverside County, California. H. Entire Agreement. This Agreement represents the entire and integrated contract between the City and the Employee and supersedes all prior understandings, negotiations, representations, or agreements. I. Effect of Waiver. The failure of either Party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other Party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. J. Voluntary Agreement. The Employee represents and warrants that he has read carefully and fully understands all the provisions of this Agreement, that he is free to enter into this Agreement and to render the services described in it, that he entering into and performance of this Agreement will not breach or violate or conflict with any other agreement(written or oral) to which he is a party, and that he has had an opportunity to consult with his legal counsel prior to entering into this Agreement and has either done so or voluntarily chosen not to do so. Employee is voluntarily entering into this Agreement. The Employee agrees that this Agreement shall be read as if the Parties share equal responsibility for its drafting. The City represents and warrants that it has the right and power to enter into this Agreement. 6 of 7 IN WITNESS WHEREOF, the Parties have entered into this Employment Agreement for the Interim City Manager as of the date first written above. CITY OF C• THEDRAL CITY : • %/ Al ayor en J De'osa EMPLOYEE • BY: � - Roderick J. I:d APPRO •ED AS TO FORM: By: Charles R. Green, City ttomey 7 of 7