HomeMy WebLinkAboutC-2146 & C-2269i �1(00 -IZAX
EMPLOYMENT AGREEMENT
This Agreement between the City of Arcadia ( "City") and William R. Kelly
( "Manager ") is made this I" day of January, 2007.
RECITALS
A. City desires to continue to employ William R. Kelly as the City
Manager of the City of Arcadia as provided by the Arcadia City Charter Section
600 et seq. and the terms and conditions set out herein.
B. Manager desires to continue to serve as City Manager of the City of
Arcadia on the terms and conditions set out herein.
AGREEMENT
NOW, THEREFORE, the parties agree as follows on the terms and
conditions of Manager's employment.
1. DUTIES
City hereby employs Manager, and Manager hereby accepts employment, as
City Manager of the City. Manager shall perform the functions and duties
specified for the City Manager of the City in the Arcadia City Charter Section 601
and other ordinances, resolutions and policies of the City and to perform such other
legally permissible and proper duties and functions as the City Council of the City
(the "Council ") may from time to time assign, consistent with the Arcadia City
Charter and other applicable law. Pursuant to Arcadia City Charter Section 600,
Manager shall at all times serve at the will and pleasure of the Council (" 'at will'
employment status ").
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2. SEVERANCE AND SEVERANCE PAY AND BENEFITS
(a) In the event that Manager is involuntarily terminated by the
Council or a "negotiated settlement" for voluntary termination is approved by the
Council, City agrees to pay Manager within fifteen (15) days of the later to occur
of (i) the date of termination of employment or (ii) the date of final determination
by the Council of the matters subject to a hearing as set forth in this paragraph, a
lump sum cash payment ( "Severance Pay ") equal to eighteen (18) months of the
base salary Manager is receiving on the date of the Council's action to terminate
Manager, less legally required or authorized deductions. City shall also continue
the health benefits being provided to Manager at the time of termination for the
period of Severance Pay or until Manager finds other employment, whichever
occurs first ( "Severance Benefits "). However, in the event Manager is terminated
due to the reasonable determination of the Council, based upon the weight of the
evidence produced at a hearing conducted by the Council, that Manager has
committed either (i) any illegal act involving personal gain to Manager, (ii) gross
negligence or (iii) malfeasance, then, and in that event, City shall have no
obligation to pay the Severance Pay and Severance Benefits. Any hearing
conducted by the Council for the purposes set forth in this paragraph shall be
commenced within thirty days following the date of termination of Manager's
employment with the City, and shall be concluded as soon thereafter as reasonably
possible. Manager agrees that any determination by the Council or City not to pay
to Manager Severance Pay and Severance Benefits, or concerning the amount of
Severance Pay and Severance Benefits, shall be final and shall not be subject to
judicial review. Nothing set forth herein shall be deemed to confer upon Manager
the right to have a hearing by Council concerning any proposed termination of
Manager; provided, however, that Manager shall be entitled to a hearing solely
concerning any proposal by the Council not to pay Manager the Severance Pay and
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Severance Benefits.
(b) In the event Manager terminates his employment as Manager,
then Manager shall give City at least six (6) weeks notice of termination in writing
in advance of the date of termination, unless mutually agreed upon otherwise. If
Manager resigns or retires voluntarily, then City shall have no obligation to pay
Severance Pay and Severance Benefits to Manager.
(c) Manager agrees that in the event Manager's employment is
terminated, with or without cause, under no circumstances will Manager be entitled
to contest the existence or nature of Manager's "at will" employment status, nor
will Manager be entitled to seek or receive the remedy of reinstatement to
employment with the City in any administrative or legal forum. Manager agrees
that the sole issue for resolution upon termination of Manager's employment will
be whether or not City is obligated to pay to Manager Severance Pay and
Severance Benefits and/or the amount of Severance Pay and Severance Benefits
due Manager.
3. SALARY
Effective January 1, 2007, City agrees to pay Manager an annual base
salary, exclusive of benefits, in the sum of $193,854.00 per year, or $16,154.50 per
month, gross, payable in installments at the same time and by the same methods as
other City employees are regularly paid. Effective January 1, 2008, Manager shall
receive an increase in base salary equal to the actual percent increase in the
Consumer Price Index — All Urban Consumers, for Los Angeles- Riverside -
Orange County, California, as determined by the United States Department of
Labor, Bureau of Labor Statistics for the 12 -month period ending December 31,
2007. Said salary increase shall be apart from any salary increases provided on the
basis of merit as approved by the Council in its sole discretion, during the term of
this Agreement. Nothing set forth herein shall prohibit the Council from reducing
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the salary of Manager due to budgetary or similar constraints, on condition that any
such reduction shall not exceed the average reduction applicable to all management
employees of the City at the time of reduction in Manager's salary. Furthermore,
Manager, in his sole discretion, may elect not to receive any salary increase
provided hereunder; provided, however, if Manager elects not to receive a salary
increase provided hereunder, said salary increase shall be subsequently
implemented, on a prospective basis only, upon written request of Manager.
4. BENEFITS
(a) Vacation Leave. Manager shall accrue vacation at the rate of
6.154 hours per two week period (or as otherwise adjusted generally for other
management employees).
(b) Sick Leave. Manager shall accrue sick leave at the rate for
management employees as that may be adjusted from time to time. Accrued and
unused sick leave shall not be subject to buy -back annually or upon termination.
(c) Vehicle Allowance. Manager shall be provided an automobile
by City for Manager's exclusive and unrestricted use. City shall be responsible for
paying for liability, property damage and comprehensive liability insurance
(subject to the condition, however, that the City Attorney first and continuously
thereafter determines that is both lawful and feasible for the City to do so) and for
the purchase, operation, maintenance, repair and regular replacement of said
automobile. Manager shall be named as an "additional- insured" on any such
comprehensive liability insurance policy, and such policy shall cover both
professional and personal use of the automobile.
(d) IRC 4401(a) Defined Contribution Plan. City shall
contribute Eight Thousand Two
Hundred
Fifty Dollars ($8,250.00) per
year, in
equal monthly installments, to
the IRC
§401(a) defined contribution
plan on
RVPUBI WPLOV nkn7o26.1
4
Manager's behalf. Manager shall be responsible for all expenses associated with
the IRC § 401(a) defined contribution plan including, but not limited to,
administrative services fees, and commissions.
(e) Supplemental Benefits. Except as provided otherwise herein,
Manager shall receive any and all other supplemental benefits including, but not
limited to, health, dental, life insurance, disability insurance, holidays, retirement
benefits (PERS), physical examination, tuition reimbursement and long term
disability, as are generally available to management employees of the City as
provided by applicable City Resolutions and Personnel Rules.
Except as otherwise provided herein, all actions undertaken by City
relating to fringe benefits for management employees shall be considered actions
affecting the same benefits applicable to Manager. As used herein, fringe benefits
include, but are not limited to, vacation, sick leave, administrative leave, holiday
pay, retirement (PERS) benefits and payments, health insurance, dental insurance,
life insurance and long term disability insurance.
City shall not at any time during the term of this Agreement reduce
the base salary, compensation or other employment benefits of Manager, except as
permitted by this Agreement.
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5
5. PROFESSIONAL DEVELOPMENT, OUTSIDE
PROFESSIONAL ACTIVITIES AND GENERAL EXPENSES
(a) Professional Development.
(i) Subject to the Council's discretion to adopt and amend
the budget, City agrees to pay for professional dues and subscriptions on behalf of
Manager which are reasonably necessary, as determined by the Council, for the
Manager's continuation and full participation in national, regional, state or local
associations and organizations necessary and desirable for Manager's continued
professional participation, growth and advancement, or for the good of the City.
Furthermore, City shall pay for any additional professional dues and subscriptions
as may be approved by the Council from time to time.
(ii) Subject to the Council's discretion to adopt and amend
the budget, City agrees to pay the travel and subsistence expenses of Manager for
official travel, meetings and events reasonably necessary to continue the
professional development of Manager and reasonably necessary to fulfill official
and other functions for the City, all as determined to be reasonable and necessary
by the Council. Such meetings and events shall include, but not be limited to, the
annual International City Management Association meeting, meetings of the
League of California Cities and other national, regional, state and local conferences
of governmental groups and committees in which Manager serves as a member.
(b) Outside Professional Activities. Manager agrees to remain in
the exclusive employ of the City of Arcadia while employed by the City of
Arcadia. The term "employed" however, shall not be construed to include
occasional teaching, writing, speaking or consulting performed on his time off,
even if outside compensation is provided for such services. Said activities are
expressly allowed, provided that in no case is any activity allowed which would
RVPUB \WFLOYD \727026.1
6
present a conflict of interest with, or detriment to, the City of Arcadia. In the event
overnight travel is required for such non - employer- related business, the City
Council shall be notified in advance. De minimis use of City equipment for such
purposes is hereby authorized.
(c) General Expenses. City recognizes that certain expenses of a
non - personal and generally job - affiliated nature are incurred by the Manager,
including participation in civic and other local organizations, and hereby agrees to
reimburse or pay said general expenses.
Subject to the Council's discretion to adopt and amend the
budget, the City Treasurer (or other designated employee) is hereby authorized to
disburse funds as needed to fulfill all provisions of this Agreement upon receipt of
duly executed expense or petty cash vouchers, receipts, statements or personal
affidavits.
Subject to the Council's discretion to adopt and amend the
budget, City will provide all equipment necessary for the completion of Manager's
duties. This equipment shall include, but not be limited to, cellular telephone,
pager, computers and other electronic devices deemed appropriate by Manager.
City acknowledges and approves that certain personal use of this equipment may
take place. Said equipment provided hereunder shall remain the property of the
City and shall be returned to the City, along with all other City property in the
possession of Manager, upon termination of employment.
City shall bear full cost of any fidelity or other bonds required
of Manager under any law or ordinance.
6. PERFORMANCE EVALUATION
(a) The Council and Manager may annually define such goals and
objectives for the City which they determine necessary for the proper operation of
the City in the attainment of the Council's policy objectives, and the Council and
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7
Manager may further establish a priority among those various goals and objectives
to be reduced to writing. The process of considering the establishment and priority
of goals and objectives of the City shall be conducted and completed generally
about January of each year.
(b) The Council, following informal and nonbinding consultation
with Manager, shall periodically establish goals and objectives regarding the
performance of Manager. The Council shall review and evaluate the performance
of Manager at least once annually. Notwithstanding any term or provision of this
Agreement to the contrary, Manager shall serve at the will and pleasure of the
Council, and the Council shall be entitled to terminate the employment of Manager
without cause.
(c) In recognition of the accomplishment of goals and objectives
and excellent performance, a merit increase in salary and/or benefits of Manager
may be granted to Manager by the Council. Nothing herein shall be deemed to
change the "at will' employment status of Manager.
7. TERMS OF EMPLOYMENT
The Council, following informal and nonbinding consultation with
Manager, may by motion, resolution or written amendment to this Agreement
approved as an official Council meeting agenda item, fix any other terms and
conditions of employment as it may determine, from time to time, relating to the
performance of Manager, provided such terms and conditions are not prohibited by
the provisions of this Agreement, the Arcadia City Charter or any other rules or
regulations of the City.
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8. CONFLICT OF INTEREST PROHIBITION
It is understood and agreed that because of the duties of Manager
within and on behalf of the City of Arcadia and its citizenry, Manager shall not,
during the term of this Agreement, individually, as a partner, joint venturer, officer
or shareholder, invest or participate in any business venture conducting business in
the corporate limits of the City of Arcadia, except for stock ownership in any
company whose capital stock is publicly held and regularly traded, without prior
approval of the City Council. For and during the term of this Agreement, Manager
further agrees, except for a personal residence or residential property acquired or
held for future use as his personal residence, not to invest in any other real estate or
property improvements within the corporate limits of the City of Arcadia without
the prior consent of the City Council.
9. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties
concerning the subject matter set forth herein and no promise, representation,
warranty or covenant not included in this Agreement has been or is relied upon by
any party hereto concerning the offer and acceptance of employment described
herein.
10. NO CONTINUING WAIVER
No waiver of any term or condition of this Agreement by either party
shall be deemed a continuing waiver of such term or condition.
11. EFFECTIVE DATE AND TERM
The effective date of this Agreement shall be January 1, 2007.
Subject to City's right to terminate Manager's employment at any time, the term of
this Agreement is two (2) years from the effective date, and shall automatically
renew itself for successive eighteen (18) month periods unless City notifies
Manager of its intent to terminate this Agreement at least eighteen (18) months
R V P UB\ W F LOYD \727026.1
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prior to the end of its two (2) year term or any successive eighteen (18) month
term.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth hereinabove.
CITY:
Mayor oOhe City of Arcadia
ATTEST:
vl
City Clerk
City of Arcadia
APPROVED AS TO FORM:
P1)-�
Stephen P. Deitsch
City Attorney
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MANAGER:
-MLIA 0100q
William R Kelly
. r
V1_.
DATE: February 20, 2007
TO: Mayor and City Council
FROM: Stephen P. Deitsch, City Attorney
STAFF REPORT
Office of the City Attorney
SUBJECT: EMPLOYMENT AGREEMENT BETWEEN THE CITY OF ARCADIA AND
WILLIAM R. KELLY
Recommendation: Approve
SUMMARY
The City Council performs an annual evaluation of the City Manager as provided in his
Employment Agreement. This year's evaluation was performed in closed sessions at recent City
Council meetings in accordance with the Ralph M. Brown Act. Following this evaluation,
certain modifications are proposed for the City Manager's Employment Agreement. These
changes are outlined below and in the attached proposed Employment Agreement that is now
presented for approval.
DISCUSSION
On August 3, 1994 the City Council entered into an Employment Agreement with William R.
Kelly, City Manager. In January of this year, the City Council conducted the annual evaluation
of the City Manager. Based upon this evaluation, as well as related negations with the City
Manager, new terms and conditions of employment are proposed. The specific issues being
modified are:
Salary -The salary shall be based upon the 60`6 percentile for City Managers consistent
with the cities utilized for all executives and managers in the City of Arcadia. The new
annual salary shall be $193,854.00, effective January 1, 2007. Effective January 1, 2008
there shall be a salary increase equal to the actual percent increase in the Consumer Price
Index, as provided in the attached Employment Agreement.
2. Defined Contribution Plan -As provided in the attached document, effective January 1,
2007 the City will contribute $8,250.00 per year to the 401(a) Plan.
Page 1 of 2
Mayor and City Council
February 20, 2007
Page 2
The effective date of the Employment Agreement is January 1, 2007 and the term of the
Agreement is "evergreen" for eighteen consecutive months.
RECOMMENDATION
It is recommended that the City Council approve the attached Employment Agreement
between the City of Arcadia and William R. Kelly, and authorize and direct the Mayor to
execute the Agreement on behalf of the City.
Attachment
Page 2 of 2
11o0_,.5-O
G021t{(�'
EMPLOYMENT AGREEMENT
This Agreement between the City of Arcadia ( "City ") and William R. Kelly
( "Manager ") is made this 1St day of January, 2005.
RECITALS
A. City desires to continue to employ William R. Kelly as the City
Manager of the City of Arcadia as provided by the Arcadia City Charter Section
600 et seq. and the terms and conditions set out herein.
B. Manager desires to continue to serve as City Manager of the City of
Arcadia on the terms and conditions set out herein.
AGREEMENT
NOW, THEREFORE, the parties agree as follows on the terms and
conditions of Manager's employment.
1. DUTIES
City hereby employs Manager, and Manager hereby accepts employment, as
City Manager of the City. Manager shall perform the functions and duties
specified for the City Manager of the City in the Arcadia City Charter Section 601
and other ordinances, resolutions and policies of the City and to perform such other
legally permissible and proper duties and functions as the City Council of the City
(the "Council ") may from time to time assign, consistent with the Arcadia City
Charter and other applicable law. Pursuant to Arcadia City Charter Section 600,
Manager shall at all times serve at the will and pleasure of the Council (" 'at will'
employment status ").
I
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2. SEVERANCE AND SEVERANCE PAY AND BENEFITS
(a) In the event that. Manager is involuntarily terminated by the
Council or a "negotiated settlement" for voluntary termination is approved by the
Council, City agrees to pay Manager within fifteen (15) days of the later to occur
of (i) the date of termination of employment or (ii) the date of final determination
by the Council of the matters subject to a hearing as set forth in this paragraph, a
lump sum cash payment ( "Severance Pay ") equal to eighteen (18) months of the
base salary Manager is receiving on the date of the Council's action to terminate
Manager, less legally required or authorized deductions. City shall also continue
the health benefits being provided to Manager at the time of termination for the
period of Severance Pay or until Manager finds other employment, whichever
occurs first ( "Severance Benefits "). However, in the event Manager is terminated
due to the reasonable determination of the Council, based upon the weight of the
evidence produced at a hearing conducted by the Council, that Manager has
committed either (i) any illegal act involving personal gain to Manager, (ii) gross
negligence or (iii) malfeasance, then, and in that event, City shall have no
obligation to pay the Severance Pay and Severance Benefits. Any hearing
conducted by the Council for the purposes set forth in this paragraph shall be
commenced within thirty days following the date of termination of Manager's
employment with the City, and shall be concluded as soon thereafter as reasonably
possible. Manager agrees that any determination by the Council or City not to pay
to Manager Severance Pay and Severance Benefits, or concerning the amount of
Severance Pay and Severance Benefits, shall be final and shall not be subject to
judicial review. Nothing set forth herein shall be deemed to confer upon Manager
the right to have a hearing by Council concerning any proposed termination of
Manager; provided, however, that Manager shall be entitled to a hearing solely
concerning any proposal by the Council not to pay Manager the Severance Pay and
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Severance Benefits.
0
(b) In the event Manager terminates his employment as Manager,
then Manager shall give City at least six (6) weeks notice of termination in writing
in advance of the date of termination, unless mutually agreed upon otherwise. If
Manager resigns or retires voluntarily, then City shall have no obligation to pay
Severance Pay and Severance Benefits to Manager.
(c) Manager agrees that in the event Manager's employment is
terminated, with or without cause, under no circumstances will Manager be entitled
to contest the existence or nature of Manager's "at will" employment status, nor
will Manager be entitled to seek or receive the remedy of reinstatement to
employment with the City in any administrative or legal forum. Manager agrees
that the sole issue for resolution upon termination of Manager's employment will
be whether or not City is obligated to pay to Manager Severance Pay and
Severance Benefits and/or the amount of Severance Pay and Severance Benefits
due Manager.
3. SALARY
City agrees to pay Manager an annual base salary, exclusive of
benefits, in the sum of $158,800 per year or $13,234 per month gross, payable in
installments at the same time and by the same methods as other City employees are
regularly paid. Effective July 1, 2005, Manager shall receive a base salary
increase to the sixtieth (60 %) percentile of City Managers measured in the Labor
Market Data Report completed by Johnson and Associates in spring of 2005.
Effective July 1, 2006, Manager shall receive an increase in base salary equal to
the actual percent increase in the Consumer Price Index — All Urban Consumers,
for Los Angeles- Riverside - Orange County, California, as determined by the
United States Department of Labor, Bureau of Labor Statistics for the 12 -month
period ending December 31, 2005. Said salary increase(s) shall be apart from any
RVPUBIWWFW914341
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salary increases provided on the basis of merit as approved by the Council in its
sole discretion, during the term of this Agreement. Nothing set forth herein shall
prohibit
the Council
from reducing the salary of Manager
due
to budgetary or
similar
constraints, on condition that any such reduction
shall
not exceed the
average reduction applicable to all management employees of the City at the time
of reduction in Manager's salary. Furthermore, Manager, in his sole discretion,
may elect not to receive any salary increase provided hereunder; provided,
however, if Manager elects not to receive a salary increase provided hereunder,
said salary increase shall be subsequently implemented, on a prospective basis
only, upon written request of Manager.
4. BENEFITS
(a) Vacation Leave. Manager shall accrue vacation at the rate of
6.154 hours per two week period (or as otherwise adjusted generally for other
management employees).
(b) Sick Leave. Manager shall accrue sick leave at the rate for
management employees as that may be adjusted from time to time. Accrued and
unused sick leave shall not be subject to buy -back annually or upon termination.
(c) Vehicle Allowance. Manager shall be provided an automobile
by City for Manager's exclusive and unrestricted use. City shall be responsible for
paying for liability, property damage and comprehensive liability insurance
(subject to the condition, however, that the City Attorney first and continuously
thereafter determines that is both lawful and feasible for the City to do so) and for
the purchase, operation, maintenance, repair and regular replacement of said
automobile. Manager shall be named as an "additional- insured" on any such
comprehensive liability insurance policy, and such policy shall cover both
professional and personal use of the automobile.
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(d) IRC 6401(a) Defined Contribution Plan. City shall continue
to contribute Fourteen Thousand Five Hundred Dollars ($14,500) per year, in equal
monthly installments, to the IRC §401(a) deferred contribution plan on Manager's
behalf. Effective January 1, 2005, City's contribution shall increase to Fifteen
Thousand Five Hundred Dollars ($15,500) per year, in equal monthly
installments; and, effective January 1, 2006, City's contribution shall increase to
Sixteen Thousand Dollars ($16,500) per year, in equal monthly installments.
Manager shall be responsible for all expenses associated with the IRC § 401(a)
defined contribution plan including, but not limited to, administrative services
fees, and commissions.
(e) Supplemental Benefits. Except as provided otherwise herein,
Manager shall receive any and all other supplemental benefits including, but not
limited to, health, dental, life insurance, disability insurance, holidays, retirement
benefits (PERS), physical examination, tuition reimbursement and long term
disability, as are generally available to management employees of the City as
provided by applicable City Resolutions and Personnel Rules.
Except as otherwise provided herein, all actions undertaken by City
relating to fringe benefits for management employees shall be considered actions
affecting the same benefits applicable to Manager. As used herein, fringe benefits
include, but are not limited to, vacation, sick leave, administrative leave, holiday
pay, retirement (PERS) benefits and payments, health insurance, dental insurance,
life insurance and long term disability insurance.
City shall not at any time during the term of this Agreement reduce
the base salary, compensation or other employment benefits of Manager, except as
permitted by this Agreement.
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5. PROFESSIONAL DEVELOPMENT, OUTSIDE
PROFESSIONAL ACTIVITIES AND GENERAL EXPENSES
(a) Professional Development.
(i) Subject to the Council's discretion to adopt and amend
the budget, City agrees to pay for professional dues and subscriptions on behalf of
Manager which are reasonably necessary, as determined by the Council, for the
Manager's continuation and full participation in national, regional, state or local
associations and organizations necessary and desirable for Manager's continued
professional participation, growth and advancement, or for the good of the City.
Furthermore, City shall pay for any additional professional dues and subscriptions
as may be approved by the Council from time to time.
(ii) Subject to the Council's discretion to adopt and amend
the budget, City agrees to pay the travel and subsistence expenses of Manager for
official travel, meetings and events reasonably necessary to continue the
professional development of Manager and reasonably necessary to fulfill official
and other functions for the City, all as determined to be reasonable and necessary
by the Council. Such meetings and events shall include, but not be limited to, the
annual International City Management Association meeting, meetings of the
League of California Cities and other national, regional, state and local conferences
of governmental groups and committees in which Manager serves as a member.
(b) Outside Professional Activities. Manager agrees to remain in
the exclusive employ of the City of Arcadia while employed by the City of
Arcadia. The term "employed" however, shall not be construed to include
occasional teaching, writing, speaking or consulting performed on his time off,
even if outside compensation is provided for such services. Said activities are
expressly allowed, provided that in no case is any activity allowed which would
RVPUB \W WFb91434.2
0
present a conflict of interest with, or detriment to, the City of Arcadia. In the event
overnight travel is required for such non - employer- related business, the City
Council shall be notified in advance. De minimis use of City equipment for such
purposes is hereby authorized.
(c) General Exnenses. City recognizes that certain expenses of a
non - personal and generally job - affiliated nature are incurred by the Manager,
including participation in civic and other local organizations, and hereby agrees to
reimburse or pay said general expenses.
Subject to the Council's discretion to adopt and amend the
budget, the City Treasurer (or other designated employee) is hereby authorized to
disburse funds as needed to fulfill all provisions of this Agreement upon receipt of
duly executed expense or petty cash vouchers, receipts, statements of personal
affidavits.
Subject to the Council's discretion to adopt and amend the
budget, City will provide all equipment necessary for the completion of Manager's
duties. This equipment shall include, but not be limited to, cellular telephone,
pager, computers and other electronic devices deemed appropriate by Manager.
City acknowledges and approves that certain personal use of this equipment may
take place. Said equipment provided hereunder shall remain the property of the
City and shall be returned to the City, along with all other City property in the
possession of Manager, upon termination of employment.
City shall bear full cost of any fidelity or other bonds required
of Manager under any law or ordinance.
6. PERFORMANCE EVALUATION
(a) The Council and Manager may annually define such goals and
objectives for the City which they determine necessary for the proper operation of
the City in the attainment of the Council's policy objectives, and the Council and
RVPUBIW WF1691434.2
• 0
Manager may further establish a priority among those various goals and objectives
to be reduced to writing. The process of considering the establishment and priority
of goals and objectives of the City shall be conducted and completed generally
about January of each year.
(b) The Council, following informal and nonbinding consultation
with Manager, shall periodically establish goals and objectives regarding the
performance of Manager. The Council shall review and evaluate the performance
of Manager at least once annually. Notwithstanding any term or provision of this
Agreement to the contrary, Manager shall serve at the will and pleasure of the
Council, and the Council shall be entitled to terminate the employment of Manager
without cause.
(c) In recognition of the accomplishment of goals and objectives
and excellent performance, a merit increase in salary and/or benefits of Manager
may be granted to Manager by the Council. Nothing herein shall be deemed to
change the "at will" employment status of Manager.
7. TERMS OF EMPLOYMENT
The Council, following informal and nonbinding consultation with
Manager, may by motion, resolution or written amendment to this Agreement
approved as an official Council meeting agenda item, fix any other terms and
conditions of employment as it may determine, from time to time, relating to the
performance of Mapager, provided such terms and conditions are not prohibited by
the provisions of this Agreement, the Arcadia City Charter or any other rules or
regulations of the City.
RVPUB \W WFb91434.2
8. CONFLICT OF INTEREST PROHIBITION
It is understood and agreed that because of the duties of Manager
within and on behalf of the City of Arcadia and its citizenry, Manager shall not,
during the term of this Agreement, individually, as a partner, joint venturer, officer
or shareholder, invest or participate in any business venture conducting business in
the corporate limits of the City of Arcadia, except for stock ownership in any
company whose capital stock is publicly held and regularly traded, without prior
approval of the City Council. For and during the term of this Agreement, Manager
further agrees, except for a personal residence or residential property acquired or
held for future use as his personal residence, not to invest in any other real estate or
property improvements within the corporate limits of the City of Arcadia without
the prior consent of the,City Council.
9. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties
concerning the subject matter set forth herein and no promise, representation,
warranty or covenant not included in this Agreement has been or is relied upon by
any party hereto concerning the offer and acceptance of employment described
herein.
10. NO CONTINUING WAIVER
No waiver of any term or condition of this Agreement by either party
shall be deemed a continuing waiver of such term or condition.
11. EFFECTIVE DATE AND TERM
The effective date of this Agreement shall be January 1, 2005.
Subject to City's right to terminate Manager's employment at any time, the term of
this Agreement is two (2) years from the effective date, and shall automatically
renew itself for successive eighteen (18) month periods unless City notifies
Manager of its intent to terminate this Agreement at least eighteen (18) months
RVPUB \W WFK91434.2
d
prior to the end of its two (2) year term or any successive eighteen (18) month
term.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth hereinabove.
CITY: MANAGER:
City of Arcadia William R. Kelly
/1
City of Arcadia
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
RVPUB \W WF\691434.2
DATE: May 3, 2005
TO: Mayor and City Council
FROM: Stephen P. Deitsch, City Attorne�P
SUBJECT: EMPLOYMENT AGREEMENT BETWEEN THE CITY OF
ARCADIA AND WILLIAM R. KELLY
Recommendation: Approve
SUMMARY
As required by the City Manager's Employment Agreement, the City Council performs
an annual evaluation of the City Manager. This year's evaluation was performed in
closed session at recent City Council meetings, in accordance with the Ralph M. Brown
Act. Based upon the evaluation and consistent with the Agreement, certain
modifications are proposed for the City Manager's Employment Agreement. These
changes are outlined below and in the attached new proposed Employment Agreement.
DISCUSSION
On August 3, 1994 the City Council entered into an Employment Agreement with
William R. Kelly, City Manager. Since 1994, the City Council has periodically approved
certain amendments to the Agreement.
During the period of January through March 2005, the City Council met in closed
session to complete the annual evaluation of the City Manager. Based upon the
evaluation, as well as related negotiations with the City Manager concerning certain
contractual provisions, the following changes are proposed:
A change in State law necessitates a modification of the terms of the section of
the Employment Agreement concerning severance pay and benefits. The
present Agreement calls for twelve (12) months severance and payment for all
fringe benefits (health insurance, retirement, deferred compensation long -term
disability, vacation, vehicle allowance, etc.). With the change in State law, the
money that would have been expended on benefits must be converted to salary.
To achieve equality, the length of severance is changed from twelve (12) months
to eighteen (18) months. The actual cost to the City remains the same.
The City Manager's salary shall be modified based upon the 60th percentile for
City Managers in the survey completed by Johnson and Associates in the spring
of 2005. Any potential increase shall be effective July 1, 2005.
Mayor and City Council -City Manager Employment Agreement
May 3, 2005
Page 2
Effective July 1, 2006 the City Manager's salary shall be adjusted in accordance
with the change in the Consumer Price Index for the prior calendar year.
The City shall commit to an additional $1,000 annual deferred compensation
payment for the term of the Agreement - one due January 1, 2005 and one due
January 1, 2006.
The effective date of the amended Agreement is January 1, 2005 and the term is
"evergreen" for eighteen successive months.
RECOMMENDATION
It is recommended that the City Council approve the attached Employment
Agreement between the City of Arcadia and William R. Kelly and authorize the
Mayor to execute the Agreement on behalf of the City.
Attachment
i .
7 y % .ec.
AMENDMENT NO. 1 TO CITY MANAGER EMPLOYMENT
AGREEMENT
This Amendment No. 1 ( "Amendment No. 1 ") is entered into this 19th
day of February, 2003 by and between the City of Arcadia ( "City") and William R.
Kelly ( "Manager ") with respect to that certain Employment Agreement
( "Agreement') between City, and Manager dated March 27, 2001. City and
Manager agree as follows:
(1) Amendment of Section 3 of the Agreement Concerning Salary.
Section 3 of the Agreement entitled "Salary" is hereby amended by adding
thereto after the second sentence and prior to the third sentence the following:
"Effective January 1, 2003, City agrees to pay Manager
an annual base salary, exclusive of benefits, in the sum of
$156,000 or $13,000 per month gross, payable in
installments at the same time and by the same methods as
other City employees are regularly paid. Effective
January 1, 2004, Manager shall receive an increase in
base salary equal to the actual percent increase in the
Consumer Price Index -All Urban Consumers, for Los
Angeles- Riverside- Orange County, California, as
determined by the United States Department of Labor,
Bureau of Labor Statistics for the 12 -month period
ending December 31, 2003."
(2) Amendment of Section 4(d) of the Agreement Concerning Deferred
Compensation and Retirement Plans
Section 4(d) of the Agreement entitled "IRC § 457 Plan and IRC § 401(a)
Defined Contribution Plan" is hereby amended by adding the following thereto:
"Effective January 1, 2003, Manager alone shall be
responsible for making any and all payments, if any, to
the IRC Section 457 Plan, and City shall have no further
obligation to do so. Further, effective January 1, 2003, in
lieu of the annual payment of Three Thousand Dollars
($3,000), City shall pay the sum of Eleven Thousand
LASER IMAGED
M Five Hundred Dollars ($11,500) per year, in equal
monthly installments, to the IRC Section 401(a) defined
contribution plan on Manager's behalf."
"Effective January 1, 2004, in lieu of the annual payment
of Eleven Thousand Five Hundred Dollars ($11,500),
City shall pay the sum of Fourteen Thousand Five
Hundred Dollars ($14,500) per year, in equal monthly
installments, to the IRC Section 401(a) defined
contribution plan on Manager's behalf."
(3) Effective Date of Amendment No. 1.
The effective date of this Amendment No. 1 shall be January 1, 2003. All
terms and provisions of the Agreement not amended by this Amendment No. 1 are
hereby ratified by City and Manager and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 1 as of the date first set forth hereinabove.
CITY:
A - "
Mayor, City of Arcadia
ATTEST:'
`rn
3
Clerk
APPROVED -AS TO FORM:
Stephen P. Deitsch
City Attorney
MANAGER:
Ak 2G#m
William R. Kelly
EMPLOYMENT AGREEMENT
This Agreement between the City of Arcadia ( "City ") and William R. Kelly
( "Manager ") is made this 27th day of March 2001.
RECITALS
A. City desires to continue to employ William R. Kelly as the City
Manager of the City of Arcadia as provided by the Arcadia City Charter Section
600 et seq. and the terms and conditions set out herein.
B. Manager desires to continue to serve as City Manager of the City of
Arcadia on the terms and conditions set out herein.
AGREEMENT
NOW, THEREFORE, the parties agree as follows on the terms and
conditions of Manager's employment.
1. DUTIES
City hereby employs Manager, and Manager hereby accepts employment, as
City Manager of the City. Manager shall perform the functions and duties
specified for the City Manager of the City in the Arcadia City Charter Section 601
and other ordinances, resolutions and policies of the City and to perform such other
legally permissible and proper duties and functions as the City Council of the City
(the "Council ") may from time to time assign, consistent with the Arcadia City
Charter and other applicable law. Pursuant to Arcadia City Charter Section 600,
Manager shall at all times serve at the will and pleasure of the Council (" 'at will'
employment status ").
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2. SEVERANCE AND SEVERANCE PAY AND BENEFITS
(a) In the event that Manager is involuntarily terminated by the
Council or a "negotiated settlement" for voluntary termination is approved by the
Council, City agrees to pay Manager within fifteen (15) days of the later to occur
of (i) the date of termination of employment or (ii) the date of final determination
by the Council of the matters subject to a hearing as set forth in this paragraph, a
lump sum cash payment ( "Severance Pay ") equal to twelve (12) months salary
based upon the rate of pay Manager is receiving on the date of the Council's action
to terminate Manager, plus the value of fringe benefits granted to Manager by the
Council for full family medical and dental benefits, retirement benefits (PERS),
deferred compensation benefits, long term disability, life insurance, the value of
accrued and unused vacation leave based upon Manager's salary plus the value of
vacation leave that would have accrued to Manager during the twelve (12) Month
Severance Pay period absent the termination of Manager's employment, and
vehicle allowance ( "Severance Benefits "). In lieu of paying to Manager as part of
Severance Benefits the cash value of one or more of the foregoing fringe benefits
(other than accrued vacation), City may in its discretion maintain such benefits in
effect for the Severance Pay period. However, in the event Manager is terminated
due to the reasonable determination of the Council, based upon the weight of the
evidence produced at a hearing conducted by the Council, that Manager has
committed either (i) any illegal act involving personal gain to Manager, (ii) gross
negligence or (iii) malfeasance, then, and in that event, City shall have no
obligation to pay the Severance Pay and Severance Benefits. Any hearing
conducted by the Council for the purposes set forth in this paragraph shall be
commenced within thirty days following the date of termination of Manager's
employment with the City, and shall be concluded as soon thereafter as reasonably
possible. Manager agrees that any determination by the Council or City not to pay
2
to Manager Severance Pay and Severance Benefits, or concerning the amount of
Severance Pay and Severance Benefits, shall be final and shall not be subject to
judicial review. Nothing set forth herein shall be deemed to confer upon Manager
the right to have a hearing by Council concerning any proposed termination of
Manager; provided, however, that Manager shall be entitled to a hearing solely
concerning any proposal by the Council not to pay Manager the Severance Pay and
Severance Benefits.
(b) In the event Manager terminates his employment as Manager,
then Manager shall give City at least six (6) weeks notice of termination in writing
in advance of the date of termination, unless mutually agreed upon otherwise. If
Manager resigns voluntarily, then City shall have no obligation to pay Severance
Pay and Severance Benefits to Manager.
(c) Manager agrees that in the event Manager's employment is
terminated, with our without cause, under no circumstances will Manager be
entitled to contest the existence or nature of Manager's "at will" employment
status, nor will Manager be entitled to seek or receive the remedy of reinstatement
to employment with the City in any administrative or legal forum. Manager agrees
that the sole issue for resolution upon termination of Manager's employment will
be whether or not City is obligated to pay to Manager Severance Pay and
Severance Benefits and/or the amount of Severance Pay and Severance Benefits
due Manager.
3. SALARY
City agrees to pay Manager an annual base salary, exclusive of
benefits, in the sum of $141,264 or $11,772 per month gross, payable in
installments at the same time and by the same methods as other City employees are
regularly paid. Effective January 1, 2002, Manager shall receive a three percent
(3 %) base salary increase. Said salary increase shall be apart from any salary
3
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increases provided on the basis of merit as approved by the Council in its sole
discretion, during the term of this Agreement. Nothing set forth herein shall
prohibit the Council from reducing the salary of Manager due to budgetary or
similar constraints, on condition that any such reduction shall not exceed the
average reduction applicable to all management employees of the City at the time
of reduction in Manager's salary.
4. BENEFITS
(a) Vacation Leave. Manager shall accrue vacation at the rate of
6.154 hours per two week period (or as otherwise adjusted generally for other
management employees).
(b) Sick Leave. Manager shall accrue sick leave at the rate for
management employees as that may be adjusted from time to time. Accrued and
unused sick leave shall not be subject to buy -back annually or upon termination.
(c) Vehicle Allowance. Manager shall be provided an automobile
by City for Manager's exclusive and unrestricted use. City shall be responsible for
paying for liability, property damage and comprehensive liability insurance
(subject to the condition, however, that the City Attorney first and continuously
thereafter determines that is both lawful and feasible for the City to do so) and for
the purchase, operation, maintenance, repair and regular replacement of said
automobile. Manager shall be named as an "additional- insured" on any such
comprehensive liability insurance policy, and such policy shall cover both
professional and personal use of the automobile. For purposes of the calculation of
Severance Pay and Severance Benefits under Section 2 of this Agreement, the
benefits conferred upon Manager pursuant to this paragraph (c) shall in the
aggregate constitute Manager's vehicle allowance, and such vehicle allowance
shall be deemed to have a value equal to five hundred dollars ($500.00) per month.
4
(d) IRC 457 Plan and IRC 4401(a) Defined Contribution
Plan. City shall contribute, on Manager's behalf, in equal monthly installments,
Eight Thousand Five Hundred Dollars ($8,500) per year or the maximum
allowable legal annual contribution, whichever is less to an IRC § 457 Plan.
Further, City agrees to establish an IRC §401(a) defined contribution plan to which
Manager may make contributions in accordance with applicable law. City shall
pay up to One Thousand Five Hundred Dollars ($1,500.00) one time money for
startup expenses of the IRC § 401(a) defined contribution plan. Manager shall be
responsible for all other expenses associated with the IRC § 401(a) defined
contribution plan including, but not limited to, additional startup expenses in
excess of One Thousand Five Hundred Dollars ($1,500.00), administrative services
fees, and commissions. Effective January 1, 2002, City shall contribute Three
Thousand Dollars ($3,000) per year, in equal monthly installments, to the IRC
§401(a) defined contribution plan on Manager's behalf.
(e) Supplemental Benefits. Except as provided otherwise herein,
Manager shall receive any and all other supplemental benefits including, but not
limited to, health, dental, life insurance, disability insurance, holidays, retirement
benefits (PERS), physical examination, tuition reimbursement and long term
disability, as are generally available to management employees of the City as
provided by applicable City Resolutions and Personnel Rules.
Except as otherwise provided herein, all actions undertaken by City
relating to fringe benefits for management employees shall be considered actions
affecting the same benefits applicable to Manager. As used herein, fringe benefits
include, but are not limited to, vacation, sick leave, administrative leave, holiday
pay, retirement (PERS) benefits and payments, health insurance, dental insurance,
life insurance and long term disability insurance.
E
0
City shall not at any time during the term of this Agreement reduce
the base salary, compensation or other employment benefits of Manager, except as
permitted by this Agreement.
5. PROFESSIONAL DEVELOPMENT, OUTSIDE
PROFESSIONAL ACTIVITIES AND GENERAL EXPENSES
(a) Professional Development.
(i) Subject to the Council's discretion to adopt and amend
the budget, City agrees to pay for professional dues and subscriptions on behalf of
Manager which are reasonably necessary, as determined by the Council, for the
Manager's continuation and full participation in national, regional, state or local
associations and organizations necessary and desirable for Manager's continued
professional participation, growth and advancement, or for the good of the City.
Furthermore, City shall pay for any additional professional dues and subscriptions
as may be approved by the Council from time to time.
(ii) Subject to the Council's discretion to adopt and amend
the budget, City agrees to pay the travel and subsistence expenses of Manager for
official travel, meetings and events reasonably necessary to continue the
professional development of Manager and reasonably necessary to fulfill official
and other functions for the City, all as determined to be reasonable and necessary
by the Council. Such meetings and events shall include, but not be limited to, the
annual International City Management Association meeting, meetings of the
League of California Cities and other national, regional, state and local conferences
of governmental groups and committees in which Manager serves as a member.
(b) Outside Professional Activities. Manager agrees to remain in
the exclusive employ of the City of Arcadia while employed by the City of
Arcadia. The term "employed" however, shall not be construed to include
occasional teaching, writing, speaking or consulting performed on his time off,
even if outside compensation is provided for such services. Said activities are
expressly allowed, provided that in no case is any activity allowed which would
present a conflict of interest with, or detriment to, the City of Arcadia. In the event
overnight travel is required for such non - employer - related business, the City
Council shall be notified in advance. De minimis use of City equipment for such
purposes is hereby authorized.
(c) General Expenses. City recognizes that certain expenses of a
non - personal and generally job - affiliated nature are incurred by the Manager,
including participation in civic and other local organizations, and hereby agrees to
reimburse or pay said general expenses.
Subject to the Council's discretion to adopt and amend the
budget, the City Treasurer (or other designated employee) is hereby authorized to
disburse funds as needed to fulfill all provisions of this Agreement upon receipt of
duly executed expense or petty cash vouchers, receipts, statements or personal
affidavits.
Subject to the Council's discretion to adopt and amend the
budget, City will provide all equipment necessary for the completion of Manager's
duties. This equipment shall include, but not be limited to, cellular telephone,
pager, computers and other electronic devices deemed appropriate by Manager.
City acknowledges and approves that certain personal use of this equipment may
take place. Said equipment provided hereunder shall remain the property of the
City and shall be returned to the City, along with all other City property in the
possession of Manager, upon termination of employment.
►i
City shall bear full cost of any fidelity or other bonds required
of Manager under any law or ordinance.
6. PERFORMANCE EVALUATION
(a) The Council and Manager may annually define such goals and
objectives for the City which they determine necessary for the proper operation of
the City in the attainment of the Council's policy objectives, and the Council and
Manager may further establish a priority among those various goals and objectives
to be reduced to writing. The process of considering the establishment and priority
of goals and objectives of the City shall be conducted and completed generally
about January of each year.
(b) The Council, following informal and nonbinding consultation
with Manager, shall periodically establish goals and objectives regarding the
performance of Manager. The Council shall review and evaluate the performance
of Manager at least once annually. Notwithstanding any term or provision of this
Agreement to the contrary, Manager shall serve at the will and pleasure of the
Council, and the Council shall be entitled to terminate the employment of Manager
without cause.
(c) In recognition of the accomplishment of goals and objectives
and excellent performance, a merit increase in salary and /or benefits of Manager
may be granted to Manager by the Council. Nothing herein shall be deemed to
change the "at will" employment status of Manager.
7. TERMS OF EMPLOYMENT
The Council, following informal and nonbinding consultation with
Manager, may by motion, resolution or written amendment to this Agreement
approved as an official Council meeting agenda item, fix any other terms and
conditions of employment as it may determine, from time to time, relating to the
performance of Manager, provided such terms and conditions are not prohibited by
8
the provisions of this Agreement, the Arcadia City Charter or any other rules or
regulations of the City.
8. CONFLICT OF INTEREST PROHIBITION
It is understood and agreed that because of the duties of Manager
within and on behalf of the City of Arcadia and its citizenry, Manager shall not,
during the term of this Agreement, individually, as a partner, joint venturer, officer
or shareholder, invest or participate in any business venture conducting business in
the corporate limits of the City of Arcadia, except for stock ownership in any
company whose capital stock is publicly held and regularly traded, without prior
approval of the City Council. For and during the term of this Agreement, Manager
further agrees, except for a personal residence or residential property acquired or
held for future use as his personal residence, not to invest in any other real estate or
property improvements within the corporate limits of the City of Arcadia without
the prior consent of the City Council.
9. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties
concerning the subject matter set forth herein and no promise, representation,
warranty or covenant not included in this Agreement has been or is relied upon by
any party hereto concerning the offer and acceptance of employment described
herein.
10. NO CONTINUING WAIVER
No waiver of any term or condition of this Agreement by either party
shall be deemed a continuing waiver of such term or condition.
11. EFFECTIVE DATE AND TERM
The effective date of this Agreement shall be January 1, 2001.
Subject to City's right to terminate Manager's employment at any time, the term of
this Agreement is two (2) years from the effective date, and shall automatically
0
0
renew itself for a successive one (1) year period unless City notifies Manager of its
intent to terminate this Agreement at least twelve (12) months prior to the end of
its two (2) year term or any successive one (1) year term.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth hereinabove.
CITY:
ATTEST:
Cify Clerk
City of Arcadi
APPROVED AS TO FORM:
�� P, 46 F44.i
Stephen P. Deitsch
City Attorney
10
MANAGER:
. =A
William R. Kelly
EMPLOYMENT AGREEMENT
This Agreement between the City of Arcadia ("City") and
William R. Kelly ( "Manager ") is made this � day of 'i G vt77
1994.
RECITALS
A. City desires to employ William R. Kelly as the City
Manager of the City of Arcadia as provided by the Arcadia City
Charter Section 600 et seq. and the terms and conditions set out
herein.
B. Manager desires to serve as City Manager of the City of
Arcadia on the terms and conditions set out herein.
AGREEMENT
NOW, THEREFORE, the parties agree as follows on the terms and
conditions of Manager's employment.
1. DUTIES
City hereby employs Manager, and Manager hereby accepts
employment, as City Manager of the City. Manager shall perform the
functions and duties specified for the City Manager of the City in
the Arcadia City Charter Section 601 and other ordinances,
resolutions and policies of the City and to perform such other
legally permissible and proper duties and functions as the City
Council of the City (the "Council ") may from time to time assign,
SPD39417
consistent with the Arcadia City Charter and other applicable law.
Pursuant to Arcadia City Charter Section 600, Manager shall at all
times serve at the will and pleasure of the Council ( "'at will'
employment status ").
2. SEVERANCE AND SEVERANCE PAY
(a) In the event that Manager is involuntarily
terminated by the Council or a "negotiated settlement" for
voluntary termination is approved by the Council, City agrees to
pay Manager within fifteen (15) days of the later to occur of (i)
the date of termination of employment and (ii) the date of final
determination by the Council of the matters subject to a hearing as
set forth in this paragraph, a lump sum cash payment ( "Severance
Pay ") equal to six (6) months aggregate salary based upon the rate
of pay Manager is receiving on the date of the Council's action to
terminate Manager, plus the prorated value applicable to the
Severance Pay Calculation Period, as hereinafter defined, of fringe
benefits granted to Manager by the Council for full family medical
and dental benefits, retirement benefits (PERS), long term
disability, life insurance, the value of accrued and unused
vacation leave based upon Manager's salary plus the value of
vacation leave that would have accrued to Manager during the
Severance Pay Calculation Period absent the termination of
Manager's employment, and vehicle allowance. In lieu of prorating
and paying to Manager as part of Severance Pay the value of one or
more of the foregoing fringe benefits (other than accrued
vacation), City may in its discretion maintain such benefits in
effect for the Severance Pay Calculation Period, as hereinafter
SPD39417 - 2 -
defined. However, in the event Manager is terminated due to the
reasonable determination of the Council, based upon the weight of
the evidence produced at a hearing conducted by the Council, that
Manager has committed either (i) any illegal act involving personal
gain to Manager, (ii) gross negligence or (iii) malfeasance, then,
and in that event, City shall have no obligation to pay the
Severance Pay. Any hearing conducted by the Council for the
purposes set forth in this paragraph shall be commenced within
thirty days following the date of termination of Manager's employ-
ment with the City, and shall be concluded as soon thereafter as
reasonably possible. Manager agrees that any determination by the
Council or City not to pay to Manager Severance Pay, or concerning
the amount of Severance Pay, shall be final and shall not be
subject to judicial review. Nothing set forth herein shall be
deemed to confer upon Manager the right to have a hearing by
Council concerning any proposed termination of Manager; provided,
however, that Manager shall be entitled to a hearing solely
concerning any proposal by the Council not to pay Manager the
Severance Pay.
After the first anniversary of the effective date of this
Agreement, the period of aggregate salary and prorated value of
fringe benefits for purposes of calculation of Severance Pay (the
"Severance Pay Calculation Period ") shall be seven (7) months;
after the second anniversary of the effective date of this
Agreement, the Severance Pay Calculation Period shall be eight (8)
months; and after the third anniversary of the effective date of
this Agreement, the Severance Pay Calculation Period shall be nine
SPD39417 - 3 -
(9) months. The Severance Pay Calculation Period shall remain at
nine (9) months thereafter.
(b) In the event Manager terminates his employment as
Manager, then Manager shall give City at least six (6) weeks notice
of termination in writing in advance of the date of termination,
unless mutually agreed upon otherwise. If Manager resigns
voluntarily, then City shall have no obligation to pay Severance
Pay to Manager.
(c) Manager agrees that in the event Manager's employ-
ment is terminated, with or without cause, under no circumstances
will Manager be entitled to contest the existence or nature of
Manager's "at will" employment status, nor will Manager be entitled
to seek or receive the remedy of reinstatement to employment with
the
City in
any administrative or
legal
forum. Manager
agrees that
the
sole
issue for resolution
upon
termination of
Manager's
employment will be whether or not City is obligated to pay to
Manager Severance Pay and /or the amount of Severance Pay due
Manager.
3. SALARY
For each annual period following the effective date of
this Agreement, City agrees to pay Manager a salary, exclusive of
benefits, in the sum of $110,016 or $9,168 per month gross, payable
in installments at the same time and by the same methods as other
City employees are regularly paid. This payment shall be apart
from any salary increases provided on the basis of merit as
approved by the Council. Annual salary increases provided by
agreement across the board to management employees of the City
SPD39417 - 4 -
shall be automatically accorded to Manager. Nothing set forth
herein shall prohibit the Council from reducing the salary of
Manager due to budgetary or similar constraints, on condition that
any such reduction shall not exceed the average reduction
applicable to all management employees of the City at the time of
reduction in Manager's salary.
4. BENEFITS
(a) Vacation Leave. Commencing on the effective date of
this Agreement, Manager shall accrue vacation at the rate of 5.231
hours per two week period. Commencing two (2) years after the
effective date of this Agreement, the rate of accrual of vacation
shall be raised to 6.154 hours per two week period (or as otherwise
adjusted generally for other City employees).
(b) Sick Leave. Commencing on the effective date of
this Agreement, Manager shall be credited with thirty (30) days of
accrued and unused sick leave. Commencing on the effective date of
this Agreement, Manager shall accrue sick leave at the rate for
management employees as that may be adjusted from time to time.
Accrued and unused sick leave shall not be subject to buy -back
annually or upon termination.
(c) Vehicle Allowance. Manager shall be provided an
automobile by City for Manager's exclusive and unrestricted use.
City shall be responsible for paying for liability, property damage
and comprehensive liability insurance (subject to the condition,
however, that the City Attorney first and continuously thereafter
determines that it is both lawful and feasible for the City to do
so) and for the purchase, operation, maintenance, repair and
SPD39417 - 5 -
regular replacement of said automobile.
an "additional- insured" on any such
Manager shall be named as
comprehensive liability
insurance policy, and such policy shall cover both professional and
personal use of the automobile. For purposes of the calculation of
Severance Pay under Section 2 of this Agreement, the benefits
conferred upon Manager pursuant to this paragraph (c) shall in the
aggregate constitute Manager's vehicle allowance, and such vehicle
allowance shall be deemed to have a value equal to five hundred
dollars ($500.00) per month.
(d) Supplemental Benefits. Manager shall receive any
and all other supplemental benefits including, but not limited to,
health, dental, life insurance, disability insurance, holidays,
retirement benefits (PERS), deferred compensation, physical
examination, tuition reimbursement and long term disability, as are
generally available to management employees of the City as provided
by applicable City Resolutions and Personnel Rules.
All actions undertaken by City relating to fringe
benefits for management employees shall be considered actions
affecting the same benefits applicable to Manager. As used herein,
fringe benefits include, but are not limited to, vacation, sick
leave, administrative leave, holiday pay, retirement (PERS)
benefits and payments, health insurance, dental insurance, life
insurance and long term disability insurance.
City shall not at any time during the term of this
Agreement reduce the base salary, compensation or other employment
benefits of Manager, except as permitted by this Agreement.
SPD39417 - 6 -
(e) Professional Development.
(i) Subject to the Council's discretion to adopt
and amend the budget, City agrees to pay for professional dues and
subscriptions on behalf of Manager which are reasonably necessary,
as determined by the Council, for the Manager's continuation and
full participation in national, regional, state or local
associations and organizations necessary and desirable for
Manager's continued professional participation, growth and
advancement, or for the good of the City. Furthermore, City shall
pay for any additional professional dues and subscriptions as may
be approved by the Council from time to time.
(ii) Subject to the Council's discretion to adopt
and amend the budget, City agrees to pay the travel and subsistence
expenses of Manager for official travel, meetings and events
reasonably necessary to continue the professional development of
Manager and reasonably necessary to fulfill official and other
functions for the City, all as determined to be reasonable and
necessary by the Council. Such meetings and events shall include,
but not be limited to, the annual International City Management
Association meeting, meetings of the League of California Cities
and other national, regional, state and local conferences of
governmental groups and committees in which Manager serves as a
member.
5. PERFORMANCE EVALUATION
(a) The Council and Manager may annually define such
goals and objectives for the City which they determine necessary
for the proper operation of the City in the attainment of the
SPD39417 -! -
Council's policy objectives, and the Council and Manager may
further establish a priority among those various goals and
objectives to be reduced to writing. The process of considering
the establishment and priority of goals and objectives of the City
shall be conducted and completed generally about January of each
year.
(b) The Council, following informal and nonbinding
consultation with Manager, shall periodically establish goals and
objectives regarding the performance of Manager. The Council shall
review and evaluate the performance of Manager at least once
annually. Notwithstanding any term or provision of this Agreement
to the contrary, Manager shall serve at the will and pleasure of
the Council, and the Council shall be entitled to terminate the
employment of Manager without cause.
(c) In recognition of the accomplishment of goals and
objectives and excellent performance, a merit increase in salary
and /or benefits of Manager may be granted to Manager by the
Council. Nothing herein shall be deemed to change the "at will"
employment status of Manager.
6. TERMS OF EMPLOYMENT
The Council, following informal and nonbinding
consultation with Manager, may by motion, resolution or written
amendment to this Agreement approved as an official Council meeting
agenda item, fix any other terms and conditions of employment as it
may determine, from time to time, relating to the performance of
Manager, provided such terms and conditions are not prohibited by
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the provisions of this Agreement, the Arcadia City Charter or any
other rules or regulations of the City.
7. ENTIRE
This Agreement contains the entire agreement between the
parties concerning the subject matter set forth herein and no
promise, representation, warranty or covenant not included in this
Agreement has been or is relied upon by any party hereto concerning
the offer and acceptance of employment described herein.
8. NO CONTINUING WAIVER
No waiver of any term or condition of this Agreement by
either party shall be deemed a continuing waiver of such term or
condition.
1994.
9. EFFECTIVE DATE
The effective date of this Agreement shall be August 3,
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth hereinabove.
CITY: MANAGER:
Mayor of,,Xhe Cit of Ar dia William R. Kelly
ATTEST:
C&Oz� Clerk
City of Arcadi
APPROVED AS TO FORM:
Mi hael H. Mill�—
City Attorney
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