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HomeMy WebLinkAboutReso 139-1994RESOLUTION NO. 139-94 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING AN EMPLOYMENT AGREEMENT WITH MICHAEL A. WILSON FOR THE POSITION OF CITY MANAGER AND EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO WHEREAS, the City Council wishes to employ Michael A. Wilson as City Manager and Executive Director of the Redevelopment Agency of the City of South San Francisco; and WHEREAS, Michael A. Wilson desires to serve as City Manager and Executive Director of the Redevelopment Agency of the City of South San Francisco; and WHEREAS, the city Council has reviewed and approved the Employment agreement between the City and Michael A. Wilson, a copy of which is attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED that the city Council of the City of South San Francisco that: 1. The City Council hereby approves the Employment Agreement attached hereto as Exhibit A; and 2. The City Council does further authorize the Mayor to execute said Employment Agreement. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a 'special meeting held on the 14th day of December , 1994 by the following vote. AYES: Councilmembers Jack Drago, Joseph A. Fernekes, Roberta Cerri Teglia and Mayor Robert Yee NOES: None ABSTAIN: None ABSENT: Wilson.Agt Councilmember John R. Penna ATTEST: EXHIBIT A TO RESOLUTION NO. 139-94 F, MPLOYME1TT AGREEMENT THIS AGREEMENT, made and entered into at South San Francisco, California, this 14th day of December, 1994, by and between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation, hereinafter sometimes referred to as the "CITY", and MICHAEL A. WILSON, an individual currently residing in the City of Healdsburg, California, hereinafter referred to as "WILSON"; M 'r T N E S S E T H: WHEREAS, CITY requires the services of a person with proven executive and administrative qualifications to fill the positions of Executive Director of the Redevelopment Agency and City Manager under the Council-Manager form of government, as provided in Chapter 2.36 of the South San Francisco Municipal Code; and WHEREAS, CITY desires to employ the services of WILSON as Executive Director of the Redevelopment Agency and City Manager of the City of South San Francisco, and further desires to assure the continuous service of WILSON in such official capacities as provided for in the Municipal Code by establishing herein certain salary and benefits, and the other terms and conditions of his employment; and WHEREAS, WILSON desires to accept employment as Executive Director and City Manager of the City of South San Francisco under the terms and conditions of employment as set forth herein; NOW, THEREFORE, in consideration of this Agreement, and the mutual promises, covenants and stipulations herein contained, the parties hereto agree as follows: SECTION 1. EMPLOYMENT: CITY agrees to employ WILSON as city Manager of CITY and Executive Director of the South San Francisco Redevelopment Agency, conferring upon and delegating to WILSON all of the duties, powers and responsibilities of City Manager and Executive Director as the same are, and may hereafter be, specifically prescribed in State law and the Municipal Code and the ordinances, resolutions, policies, rules and regulations as from time to time existing thereunder by action of the City Council and the Redevelopment Agency, and WILSON accepts employment as City Manager of the City of South San Francisco and as Executive Director of the Redevelopment Agency and agrees to serve as such commencing January 23, 1995. 1 SECTION 2. TERM, TERMINATION AND SEVERANCE PAY: A. This initial term of this Agreement shall be from January 23, 1995, through January 22, 1997. WILSON agrees to remain in the exclusive employ of City until the termination date set forth herein, and neither to accept other employment nor to become employed by any other employer until said termination date. B. To provide an incentive to WILSON to remain steadily in the employ of the CITY, the CITY agrees that its city Council will review this Agreement annually on its anniversary date for the purpose of determining its extension for an additional 12-month period, to expire 24 months thereafter. Any such extension shall be memorialized in writing as an amendment to this Agreement and must be approved by the CITY and WILSON. The terms and conditions contained herein shall apply during any such extension, except as modified in the contract amendment. C. Pursuant to Municipal Code §2.36.010, WILSON serves at the pleasure of the Council. Therefore, nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the City to terminate the services of WILSON at any time by a majority vote of the entire City Council, subject only to the provisions set forth in this Agreement. D. In the event that the CITY chooses to involuntarily terminate WILSON per Section 2 C of this Agreement, WILSON shall be given written notice of the effective date of termination. Said termination date shall either be the termination date of the then applicable contract or, at the election of a majority of the City Council, WILSON may be given severance pay in an amount equal to his regular compensation at whatever pay level WILSON is at the time of his involuntary termination for the remainder of his contract term, not to exceed eighteen months from the effective date of termination. Under this second option, WILSON shall also be entitled to all benefits specified in Sections 4, 5, and 11 of this Agreement for the remainder of his contract term, not to exceed eighteen months from the effective date of termination. Pursuant to Government code section 53261, City agrees that Wilson may elect to have health benefits continued for the same duration of time as would be used to calculate the severance pay period, provided that such health benefits would terminate at such time as Wilson finds other employment. E. Involuntary termination as used in this Section means: (1) WILSON'S discharge or dismissal by the City for reasons other than those set forth in the following sentence, or (2) WILSON'S resignation following a salary reduction greater in percentage than an across-the-board reduction in salary for all miscellaneous employees, or (3) his resignation following a request by the City Council, approved by majority vote, that he resign. "Involuntary Termination" does not include WILSON'S death, incapacity due to an 2 injury, or illness (physical or mental), dismissal based on court finding of willful misconduct, or malfeasance, or following conviction of a felony or misdemeanor involving moral turpitude or dishonesty for personal gain, or dismissal for breach of a term of condition of this agreement. In the event WILSON is terminated for reasons other than those defined as involuntary termination herein, the City shall have no obligation to provide any severance payment. F. In the event WILSON desires to voluntarily resign his position with City, WILSON shall give the CITY ninety (90) days notice in advance, unless the parties agree otherwise. In the event WILSON voluntarily resigns, he shall not be entitled to any payment pursuant to Section 2.D. herein. SECTION 3. SALARY: A. (1) CITY agrees to pay WILSON for his services rendered pursuant hereto, an annual salary of one hundred ten thousand dollars ($110,000) payable in installments at the same time as other employees of the CITY are paid. (2) In addition, CITY agrees to increase annually said base salary and/or other benefits of WILSON in such amounts and to such extent as the CITY increases same for the Executive Management Group, subject to satisfactory performance evaluations. SECTION 4. RETIREMENT: A. WILSON shall be covered by the retirement program (i.e., Public Employees' Retirement System - P.E.R.S.) by which all other "miscellaneous employees" of the CITY are covered. B. The CITY shall pay to WILSON his share (currently 7%) of the retirement system costs. CITY and WILSON hereby acknowledge and agree that the salary amount set forth in Section 3A includes WILSON's share of the PERS retirement system contribution. Ail such retirement system costs shall be paid to WILSON at the same time as the CITY'S contributions are made to the system for all other employees. SECTION 5. OTHER BENEFITS AND WORKING CONDITIONS: A. WILSON shall be entitled to and shall be credited with one (1) week of administrative leave with pay upon his commencement of employment with CITY, and WILSON shall annually be credited with three (3) weeks vacation leave, as provided in the Executive Management Compensation Plan. 3 B. WILSON shall be entitled to and shall receive all employment benefits enjoyed by the CITY'S Executive Management staff, including, but not limited to such benefits as holidays, retirement, workers' compensation, sick leave, administrative leave, health, life and other insurance coverage. C. WILSON shall be credited with twelve (12) days of sick leave upon his commencement of employment with the CITY. D. WILSON shall not teach, consult or perform other non- City-connected business or employment without the express prior approval of the City Council. SECTION 6. PERFORMANCE EVALUATION: A. Within sixty (60) days of the commencement of WILSON'S employment and annually thereafter, the City Council and WILSON shall define such goals and performance objectives which they determine necessary for the proper operation of the City in the attainment of the City Council's policy objectives. The City Council and WILSON shall further establish a relative priority among those various goals and objectives, which will be reduced to writing. B. The City Council shall review and evaluate the performance of WILSON twice annually, in accordance with specific criteria and performance expectations as developed jointly by the City Council and WILSON. Such criteria may be added to or deleted as the City Council may from time to time determine in consultation with WILSON. SECTION 7. AUTOMOBILE: A. WILSON shall receive Three Hundred Fifty Dollars ($350.00) each month in exchange (1) for his making available for his own use and (2) for his use of his personal automobile for City-related business and/or functions during, before, and after normal work hours. In addition, the CITY agrees to furnish and assume the monthly operating costs for a cellular telephone for business related calls. B. WILSON shall provide to CITY a Certificate of Insurance showing comprehensive automobile liability coverage in at least the following amounts and naming the City of South San Francisco as an additional insured: $50,000 property damage; $500,000 per person; and $1,000,000 per occurrence. 4 C. WILSON shall be personally responsible for the purchase and maintenance of the insurance policy required herein and shall annually provide to CITY the required certificate, and it shall be understood that the insurance required herein shall be primary and cannot be cancelled without giving the CITY thirty (30) days advance written notice. SECTION 8. DUES AND SUBSCRIPTIONS: Subject to the Council's discretionary annual budget appropriation, CITY agrees to pay for the professional dues and subscriptions of WILSON necessary for his continuation and full participation in national, regional, state and local associations and organizations necessary and desirable for his continued professional participation, growth and advancement, and for the good of the CITY. SECTION 9. PROFESSIONAL DEVELOPMENT: A. Subject to the Council's discretionary annual budget appropriation, CITY hereby agrees to budget for an to pay the travel subsistence expenses of WILSON for professional and official travel, and meetings necessary and desirable to continue the professional development of WILSON and to pursue adequately the necessary official and other functions for CITY, including but not limited to those of the League of California Cities, the International City-County Management Association and such other national, regional, state and local government groups and committees thereof of which WILSON serves as a member. B. CITY also agrees, subject to Council's discretionary annual budget appropriation, to pay for the travel and subsistence expenses of WILSON for short courses, institutes and seminars that are necessary for his professional development and for the good of the CITY. SECTION 10. MOVING AND RELOCATION: CITY agrees to pay the actual full costs of WILSON'S relocation of he and his family's furniture, furnishings and household goods from Healdsburg, California to South San Francisco, California. Allowable costs are moving company fees, transportation, containers and moving insurance charges. The CITY'S obligation is limited to the lowest of two estimates obtained from qualified moving firms. WILSON further agrees that in the event he voluntarily resigns during the first year of this contract term or during the second year of this contract term, assuming the City Council has voted to extend the contract for one (1) year pursuant to Section 2.B. herein, WILSON shall reimburse the CITY all WILSON's relocation and moving costs paid by the CITY. SECTION 11. PHYSICAL EXAM: CITY shall pay the full cost of an annual physical exam for WILSON. SECTION 12. APPOINTMENTS: Notwithstanding any other provisions of the Municipal Code, prior to appointing or extending an offer for employment to any City Department Head, WILSON shall schedule and meet with the entire City Council in executive session and during such session discuss the qualifications of the candidates for the position and consider City Council input. SECTION 13. INDEMNIFICATION AND BONDING: A. CITY shall defend, hold harmless and indemnify WILSON against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of WILSON'S duties in accordance with the provisions of California Government Code, Section 825. WILSON's conviction for a felony or misdemeanor shall be a basis for CITY's exemption of this indemnification. CITY may compromise and settle any such claim or suit and pay the amount of any settlement or judgment rendered therefrom. B. CITY shall bear the full cost of any fidelity or other bonds required of WILSON under any law or ordinance. SECTION 14. NOTICES: Notices pursuant to this Agreement shall be given by deposit in the United States Postal Service, postage prepaid, addressed as follows: (1) CITY: Mayor City of South San Francisco P.O. Box 711 - 400 Grand Avenue South San Francisco, California 94083 (2) WILSON: Michael A. Wilson City Manager P.O. Box 711 - 400 Grand Avenue South San Francisco, California 94083 Alternatively, notices required pursuant to this Agreement may be personally served in the same manner as applicable to civil judicial process. Notice shall be deemed given as of the date of personal service or as of the date of deposit of such written notice in the United States Postal Service. 6 SECTION 15. ATTORNEY'S FEES: In the event it becomes necessary for either CITY or WILSON to bring a lawsuit to enforce any of the provisions of this Agreement, the parties agree that a court of competent jurisdiction may determine and fix a reasonable attorney's fee to be paid the prevailing party. SECTION 16. GENERAL PROVISIONS: A. The text herein shall constitute the entire Agreement between the parties. B. This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of WILSON. C. This Agreement shall become effective commencing January 23, 1995. D. If any provision, or any portion thereof, contained in this Agreement is held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect except that either party may terminate this Agreement after providing six (6) months notice if the provision found to be illegal or unenforceable is deemed to be a material aspect of the Agreement. Termination of the Agreement under this subdivision shall not give rise to the severance provision of this Agreement. IN WITNESS WHEREOF, the City of South San Francisco and the City's Redevelopment Agency have caused this Agreement to be signed and executed in its behalf by its Mayor and Chairperson and duly attested by its City Clerk, and WILSON has signed and executed this Agreement. CITY OF SOUTH~SAN FRANCISCO ROBERT YEE, Mayor and ChairperSon, CITY AND REDEVELOPMENT AGENCY FOR T.E SIU SOUT. SAN FRAN 3 . f APeD AS TO FORM: 7