HomeMy WebLinkAbout5D OCRCITY COUNCIL STAFF REPORT
DATE: DECEMBER 10, 2020 NEW BUSINESS
SUBJECT: RESOLUTION APPOINTING DAVID H. READY AS INTERIM CITY
MANAGER AND APPROVING EMPLOYMENT AGREEMENT
FROM: Jeffrey S. Ballinger, City Attorney
SUMMARY:
On December 31, 2020, the City Manager position will become vacant with the
retirement of David H. Ready. Although the City has already begun the recruitment
process for a permanent appointment to the City Manager position, staff anticipates that
the recruitment process will not be completed prior to his retirement. In order to ensure
the continued smooth operation of the City, it is recommended that Dr. Ready be
appointed as Interim City Manager pending the recruitment, selection and employment
of a permanent City Manager.
RECOMMENDATION:
1. That the City Council approve Resolution _, appointing David H. Ready as City
Manager on an interim basis pursuant to Government Code Sections 7522.56
and 21221 (h)
2. That the City Council approve an Employment Agreement for the Position of
Interim City Manager between the City of Palm Springs and David H. Ready,
subject to any non-substantive changes made by the City Attorney.
BACKGROUND:
David Ready has dutifully served as the Palm Spring City Manager since June of 2000.
On October 1, 2020, he announced his planned retirement, to be effective on December
31, 2020. Thereafter, the City Council began the process of recruiting, including the
engagement of a recruiting firm, in order to conduct a nation-wide recruitment effort.
STAFF ANALYSIS:
The California Public Employees' Pension Reform Act of 2013 ("PEPRA") generally
requires a 180-day "wait" period before a PERS retiree can return to work for a PERS
public agency. However, the 180-day "wait" period is not applicable if the employer
adopts a resolution establishing the critical need for the appointment as is the case
City Council Staff Report
December 10, 2020 --Page 2
Appointment of Interim City Manager
here, so long as the retiree did not retiree with a retirement incentive such as the
CalPERS golden parachute (i.e., 2 years additional service credit). In addition to the
requirements of PEPRA, the appointment of a retiree to a vacant position must comply
with Section 21221 (h) of the Public Employees' Retirement Law ("PERL"). In
accordance with PERL, the appointment is permissible if it is made during the
recruitment for a permanent appointment to the position and it is approved by the
governing body of the employer in a public meeting and not on a consent calendar.
Staff has worked with the City Attorney's Office to ensure that additional requirements,
such as ones that relate to compensation and hours worked, will be met.
The City is currently recruiting to fill the expected vacancy but it is anticipated that the
recruitment process will not be completed prior to his retirement. As such, staff is
recommending that the City hire Dr. Ready to serve as the Interim City Manager
pending conclusion of the recruitment process for a permanent appointment to the City
Manager position.
The attached Resolution provides for the appointment of Dr. Ready prior to the
expiration of the 180 day waiting period in conformity with the requirements of
Government Code Sections 7522.56 and 21221(h).
The attached proposed Employment Agreement reflects Dr. Ready's appointment as
Interim City Manager, his hourly rate of $173.36 (calculated pursuant to the
requirements of Government Code Section 21221 (h)), and the term of the appointment.
The appointment would be effective January 1, 2021 and would continue, unless
terminated early by the City or Dr. Ready, until the permanent replacement for the
vacant position of City Manager commences his or her employment. Although unlikely,
it would also terminate early if he reaches 960 hours during this fiscal year (July 1st
through June 30 th ) before a permanent City Manager is selected, as that is a limitation
of state law.
The recruitment for the permanent City Manager is progressing. The application period
closed on November 23rd, and the City Council is expected to begin interviews as early
as mid-December.
ENVIRONMENTAL ASSESSMENT:
There will be no environmental impact resulting from this action.
2
City Council Staff Report
December 10, 2020 --Page 3
Appointment of Interim City Manager
FISCAL IMPACT:
This action will not have any fiscal impact, since the accompanying agreement provides
for compensation to Dr. Ready in an amount equal to his compensation as City
Manager, which has already been budgeted for as part of the City's 2020/2021 budget.
SUBMITTED BY:
City Attorney
Attachments:
A. Resolution --8. Employment Agreement for the Position of Interim City Manager
3
RESOLUTION NO. --
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PALM SPRINGS, CALIFORNIA APPOINTING DAVID H.
READY AS CITY MANAGER ON AN INTERIM BASIS AND
APPROVING EMPLOYMENT CONTRACT
WHEREAS, Government Code Sections 7522.56 and 21221(h) permit the City
Council to appoint a California Public Employees' Retirement System ("CalPERS")
retired annuitant to a vacant position requiring specialized skills during recruitment for a
permanent appointment, and provides that such appointment will not subject the retired
person to reinstatement from retirement or loss of benefits so long as it is a single
appointment that does not exceed 960 hours in a fiscal year; and
WHEREAS, the position of City Manager will become vacant at close of business
on, December30,2020;and
WHEREAS, in order to retain efficient and uninterrupted operation and
management of the City Manager's Office, the City Council desires to appoint David
Ready to the then vacant position of City Manager on an interim basis pursuant to
Government Code Section 21221 (h), effective at 8:00am on December 31, 2021; and
WHEREAS, David Ready has extensive experience in managing, directing and
overseeing operation of the City Manager's Office given his current employment as City
Manager for the City of Palm Springs; and
WHEREAS, in compliance with Government Code Section 7522.56(f), the City of
Palm Springs must provide CalPERS this certification resolution when hiring a retiree
before 180 days have passed since his or her retirement date; and
WHEREAS, David Ready, CalPERS ID 4511498412, will retire from the City of
Palm Springs in the position of City Manager, effective December 31, 2020; and
WHEREAS, Section 7522.56 requires that post-retirement employment
commence no earlier than 180 days after the retirement date, which is June 29, 2021,
without this certification resolution; and
WHEREAS, Section 7522.56 provides that this exception to the 180-day wait
period shall not apply if the retiree accepts any retirement-related incentive; and
WHEREAS, the City Council, City of Palm Springs, and David Ready, certify that
David Ready has not and will not receive a Golden Handshake or any other retirement-
related incentive; and
55575.38220\33495630 .1
4
Resolution No.
Page2
WHEREAS, an appointment under Government Code Section 21221 (h) requires
an active, publicly posted recruitment for a permanent replacement; and
WHEREAS, the City has retained Alliance Resource Consulting LLC ("ARC") for
the purpose of recruiting for the City Manager position, and ARC is currently in the
process of soliciting resumes from interested candidates; and
WHEREAS, this Section 21221 (h) appointment shall only be made once and
therefore will end on the date immediately preceding the date on which the permanent
replacement for the vacant position of City Manager commences his or her employment
or, if earlier, the date that this appointment is terminated by the City or David Ready;
and
WHEREAS, it is understood by the City and David Ready that the combined total
hours to be served by David Ready in any fiscal year, for all retired annuitant positions
with any CalPERS employers, shall not exceed the 960-hour limitation set forth in
California Government Code Sections Section 7522.56(d) and 21221 (h), unless an
exception applies; and
WHEREAS, the compensation paid to retired annuitants cannot be less than the
minimum nor exceed the maximum monthly base salary paid to other employees
performing comparable duties, divided by 173.333 to equal an hourly rate; and
WHEREAS, the base monthly salary for the City Manager position is $30,048.27
and the hourly equivalent is $173.36; and
WHEREAS, the hourly rate to be paid to David Ready is $173.36; and
WHEREAS, David Ready will not receive any other benefits, incentives,
compensation in lieu of benefit or any other form of compensation in addition to this
hourly pay rate; and
WHEREAS, the entire employment agreement between David Ready and the
City of Palm Springs has been reviewed by this body and is attached hereto as Exhibit
A; and
WHEREAS, no matters, issues, terms, and/or conditions related to this
employment and appointment have been or will be placed on the consent calendar; and
WHEREAS, pursuant to Government Code Section 7522 .56(e)(1), David Ready
must certify in writing to the City upon accepting an offer of employment that he has not
received any unemployment insurance compensation arising out of prior employment
with a public employer that is subject to Section 7522.56 during the 12-month period
preceding the effective date of this appointment.
55575.38220\33495630. l 5
Resolution No.
Page 3
THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY
RESOLVE AS FOLLOWS:
SECTION 1. That the foregoing Recitals are true and correct and are
incorporated herein by this reference.
SECTION 2. The City Council hereby certifies the nature of the employment of
David Ready as described herein and detailed in the attached employment
agreement and that this appointment is necessary to fill the critically needed
position of City Manager for the City of Palm Springs by January 1, 2021 on an
interim basis.
SECTION 3. The City Council hereby appoints David Ready as interim City
Manager effective January 1, 2021 subject to the provisions set forth in an
employment agreement, until the date immediately preceding the date on which
the permanent replacement for the vacant position of City Manager commences
his or her employment, unless earlier terminated, pursuant to the authority
provided under Government Code Sections 21221 (h) and 7522.56, pending the
recruitment, selection and employment of a permanent City Manager, to provide
the specialized skills necessary to manage the City Manager's Office.
SECTION 4. The employment agreement for David Ready, a copy of which is
incorporated herein as Exhibit A, is approved by the City Council.
SECTION 5. The Mayor is authorized to execute this Resolution and said
agreement on behalf of the City, with such technical amendments as may be
deemed appropriate by the Mayor and City Attorney.
ADOPTED THIS 10TH DAY OF DECEMBER, 2020.
ATTEST:
ANTHONY J. MEJIA, MMC
CITY CLERK
55575.38220\33495630. l
CHRISTY HOLSTEGE
MAYOR
6
Resolution No.
Page4
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF PALM SPRINGS )
I, ANTHONY J. MEJIA, City Clerk of the City of Palm Springs, hereby certify that
Resolution No. __ is a full, true and correct copy, and was duly adopted at a regular
meeting of the City Council of the City of Palm Springs on _________ _
by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
IN Y'}ITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
the City of Palm Springs, California, this ___ day of _________ _
55575.38220\33495630. l
ANTHONY J. MEJIA, MMC
CITY CLERK
7
EMPLOYMENT AGREEMENT
for the Position of
INTERIM CITY MANAGER
This Employment Agreement ("Agreement") is made and entered into as of this 10th day
of December, 2020, by and between the CITY OF PALM SPRINGS ("CITY"), a California
municipal corporation, and DAVID H. READY ("READY"), an individual, on the following
terms and conditions:
RECITALS
A. CITY desires to employ the services of READY as its Interim City Manager,
temporarily, to carry out the duties and responsibilities of City Manager and Executive Director
of the Successor Agency to the Palm Springs Community Redevelopment Agency, as provided
for by the Palm Springs Charter and Municipal Code, in consideration of and subject to the
terms, conditions, and benefits set forth in this Agreement.
B. READY desires to accept employment as Interim City Manager in consideration
of and subject to the terms, conditions, and benefits set forth in this Agreement.
C. READY's employment is authorized by Government Code Sections 7522.56 and
21221(h), which permit the City Council to appoint a California Public Employees' Retirement
System ("CalPERS") retiree to a vacant position requiring specialized skills during recruitment
for a permanent appointment, and provide that such appointment will not subject the retired
person to reinstatement from retirement or loss of benefits, so long as it is a single appointment
that does not exceed 960 hours in a fiscal year, inclusive of all hours worked for other all
CalPERS employers, unless an exception applies.
D. READY represents that he is a retired annuitant of CalPERS within the meaning
of Government Code §§ 7522.56 and 21221(h) ("Statutes") and acknowledges that his
compensation is statutorily limited as provided in Government Code § 21221(h). READY
represents that, as of the effective date of this Agreement, he has not worked for another
CalPERS state or contracting agency as a retired annuitant during the CITY's 2020-2021 fiscal
year, and that he therefore acknowledges that he can work up to 960 hours for the CITY, a state
agency or other CalPERS contracting agencies ( collectively "CalPERS Agencies") during
CITY's 2020-2021 fiscal year. With the execution of this Agreement, READY affirms that he
has not received unemployment compensation from any CalPERS Agencies during the 12-month
period preceding the effective date of this Agreement.
E. CITY has determined that it is necessary to hire READY, a retired annuitant,
because the position of Interim City Manager requires special skills, and READY, by virtue of
his significant experience as city manager, has those special skills.
F. Although READY's retirement became effective on December 31, 2020, less than
the 180 days from the effective date of this Agreement, the City Council took action on
December 10, 2020, pursuant to Government Code Section 7522.56(±), to deem the appointment
55575.38220\33497973.2 8
of READY within the 180 day period as critically necessary as reflected in Resolution No.
OPERATIVE PROVISIONS
In consideration of the promises and covenants contained herein, the parties agree as
follows:
1. Position and Duties.
1.1 Position. READY accepts employment with CITY as its Interim City Manager
and shall perform all functions, duties and services set forth in Section 1.4 [Duties] of this
Agreement. READY shall provide service at the direction and under the supervision of the City
Council. It is the intent of the parties that READY, as the Interim City Manager, shall keep the
City Council fully apprised of all significant ongoing operations of CITY. Toward that end,
READY shall report directly to the City Council and will periodically, or as may be otherwise
specifically requested by the City Council, provide status reports to the City Council on his
activities and those of CITY.
1.2 Term. This Agreement shall become effective upon the date approved by the City
Council and executed both by READY and CITY's Mayor, which date shall be the date first
referenced above. READY shall commence the performance of his duties as the Interim City
Manager at 8:00a.m. December 31, 2020, or at such later date as the parties hereto shall agree in
writing ("Commencement Date"). This Agreement shall expire as of the first of the following to
occur: (i) upon the employment commencement date of a permanent City Manager employed by
CITY; (ii) upon READY working his 960 th hour in any fiscal year, including hours worked for
other CalPERS Agencies during such fiscal year; or (iii) upon termination of the Agreement by
either READY or CITY as provided in Section 4 [Termination] of this Agreement.
1.3 At-Will. READY acknowledges that he is an at-will, temporary employee of
CITY who shall serve at the pleasure of the City Council at all times during the period of his
service hereunder. The terms of CITY' s personnel rules, policies, regulations, procedures,
ordinances, and resolutions regarding City Administrative Personnel ( collectively "Personnel
Policies"), as they may be amended or supplemented from time to time, shall not apply to
READY, and nothing in this Agreement is intended to, or does, confer upon READY any right
to any property interest in continued employment, or any due process right to a hearing before or
after a decision by the City Council to terminate his employment, except as is expressly provided
in Section 1.2 [Term] or Section 4 [Termination] of this Agreement. Nothing contained in this
Agreement shall in any way prevent, limit or otherwise interfere with the right of CITY to
terminate the services of READY, as provided in Section 1.2 [Term] or Section 4 [Termination].
Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of READY to
resign at any time from this position with CITY, subject only to the provisions set forth in
Section 1.2 [Term] or Section 4 [Termination] of this Agreement. This at-will employment shall
be expressly subject to the rights and obligations of CITY and READY, as set forth in Section
1.2 [Term] or Section 4 [Termination] below.
5 5 57 5 .38220\33497973 .2 2 9
1.4 Duties. READY shall serve as the Interim City Manager and shall be for the
Term of the Agreement be vested with the powers, duties and responsibilities of the City
Manager as set forth in the Palm Spring Charter and Municipal Code relevant thereto, the terms
of which are incorporated herein by reference. READY shall provide services at the direction
and under the supervision of the City Council. It is the intent of the parties that the Interim City
Manager shall keep the City Council fully apprised of all significant ongoing operations of
CITY. Toward that end, READY shall report directly to the City Council and will periodically,
or as maybe otherwise specifically requested by the City Council, provide status reports to the
City Council on his activities and those of CITY. It is the intent of the City Council for the
Interim City Manager to function as the chief executive officer of CITY' s organization. Without
additional compensation, READY shall provide such other services as are customary and
appropriate to the position of Interim City Manager, including assisting with the CITY' s
recruitment for a full-time permanent City Manager, serving as the Executive Director of the
CITY' s Successor Agency to the Redevelopment Agency and other similar offices, together with
such additional services assigned from time to time by the City Council as may be consistent
with California law and the Palm Springs Charter and Municipal Code. READY shall devote his
best efforts and attention to the performance of these duties.
1.5 Hours of Work. READY shall devote the time necessary to adequately perform
his duties as Interim City Manager. The parties anticipate that READY will work a sufficient
number of hours per week allocated between regular business hours and hours outside of regular
business hours including, without limitation, attendance at regular and special City Council
meetings. Toward that end, READY shall be allowed reasonable flexibility in setting his own
office hours, provided the schedule of such hours provides a significant presence at City Hall,
reasonable availability to the City Council, CITY staff, and members of the community during
regular CITY business hours and for the performance of his duties and of CITY business.
READY may perform work off site as appropriate.
READY agrees to be reachable by telephone for consultation and advice when he is not
physically working in the CITY. READY also agrees to respond to the CITY for emergency
situations. However in no event shall READY be required to work in excess of 960 hours per
fiscal year for CITY, including hours worked for other CalPERS Agencies during such fiscal
years. The position of Interim City Manager shall be deemed a non-exempt position under
California wage and hour law.
1.6 Other Activity. In accordance with Government Code section 1126, during the
period of his employment, READY shall not accept, without the express prior written consent of
the City Council, any other employment or engage, directly or indirectly, in any other business,
commercial, or professional activity, whether or not to pecuniary advantage, that is or may be
competitive with CITY, that might cause a conflict-of-interest with CITY, or that otherwise
might interfere with the business or operation of CITY or the satisfactory performance of
READY's duties as Interim City Manager.
1.8 Reimbursement. CITY shall reimburse READY for authorized, reasonable and
necessary travel expenses incurred by READY in the performance of his duties pursuant to this
Agreement. READY shall document and claim said reimbursement for such travel in the
55575.38220\33497973.2 3 10
manner and forms required by the CITY. All reimbursements shall be for actual expenses and
shall be subject to and in accordance with California and federal law and CITY'S adopted
reimbursement policies. Such reimbursements shall not be reported to CalPERS. Other than as
specifically provided herein, READY shall receive no other compensation or reimbursements for
expenses incurred by him in performance of this Agreement.
2. Compensation.
2.1 Rate of Pay. For all services performed by READY as the Interim City Manager
under this Agreement, CITY shall pay READY compensation at the rate of $173.36 per hour
according to the payroll schedule in place for CITY employees paid bi-weekly subject to the
limitations provided below.
2.1.1 Compliance with CalPERS requirements. It is the intent of the parties to
compensate READY only to the extent permitted under Government Code Sections 7522.56 and
21221(h), and corresponding CalPERS regulations and policy statements. The Rate of Pay set
forth above is based on the salary limitations established by CalPERS and is not less than the
minimum, nor more than the maximum rate of pay, for the position of City Manager as listed on
the CITY's publicly available pay schedule, divided by 173.333 to equal an hourly rate. The
hourly rate of pay for the position of City Manager is $173.36.
2.1.2 Recordation and Reporting of Hours Worked. READY will comply with
all applicable CalPERS regulations governing employment after retirement, including the
recordation and reporting of all hours worked for CITY to CalPERS as may be required. CITY
shall assist in any such reporting obligations to CalPERS. Additionally, READY shall keep
CITY continually apprised of any hours worked by READY for other CalPERS Agencies
during the term of this Agreement.
2 . 2 Benefits.
2.2.1 No Benefits. Other than the compensation described in Section 2.1,
READY will receive no other benefits, incentives, compensation in lieu of benefits, or any other
form of compensation. READY understands and agrees that he is not, and will not be, eligible
to receive any benefits from CITY, including any CITY group plan for hospital, surgical, or
medical insurance, any CITY retirement program, or any paid holidays, vacation, sick leave, or
other leave, with or without pay, or any other job benefits available to an employee in the
regular service of CITY, except for Worker's Compensation Insurance coverage or similar
benefits required by state or federal law.
3. Vacation and Leave.
3 .1 No Leave. READY and CITY agree that READY, in accordance
with Government Code Section 21221(h) and related CalPERS regulations and policy
statements, shall not be provided or accrue any personal time off, vacation, sick leave,
administrative leave, paid holidays or similar leave benefits, unless otherwise required by state or
federal law.
55575.38220\33497973.2 4 11
4. Termination.
4.1 By CITY. This Agreement may be terminated by CITY for any reason thirty (30)
days after providing written notice to READY of such termination. CITY's only obligation in
the event of such termination will be payment to READY of all compensation then due and
owing as set forth in Section 2.1 [Rate of Pay] up to and including the effective date of
termination. However, this Agreement may be terminated immediately if necessitated by
changes to CalPERS statutory or regulatory requirements.
4.2 By READY. This Agreement may be terminated by READY for any reason
thirty (30) days after providing written notice to CITY of such termination. CITY shall have the
option, in its complete discretion, to make READY's termination effective at any time prior to
the end of such period, provided CITY pays READY all compensation as set forth in Section 2.1
[Rate of Pay] then due and owing him through the last day actually worked.
4.3 No Notice for Expiration. Nothing in this Section 4 [Termination] shall
be construed to require either party to give advance written notice in order for the Agreement to
expire as set forth in Section 1.2 [Term].
4.4 Termination Obligations. READY agrees that all property, including, without
limitation, all equipment, tangible Proprietary Information (as defined below), documents,
records, notes, contracts, and computer-generated materials furnished to or prepared by him
incident to his employment belongs to CITY and shall be returned promptly to CITY upon
termination ofREADY's employment. READY's obligations under this subsection shall survive
the termination of his employment and the expiration of this Agreement.
5. Proprietary Information.
"Proprietary Information" is all information and any idea pertaining in any manner to the
business of CITY ( or any CITY affiliate), its employees, clients, consultants, or business
associates, which was produced by any employee of CITY in the course of his/her employment
or otherwise produced or acquired by or on behalf of CITY. Proprietary Information shall
include, without limitation, trade secrets, product ideas, inventions, processes, formulae, data,
know-how, software and other computer programs, copyrightable material, marketing plans,
strategies, sales, financial reports, forecasts, and customer lists. All Proprietary Information not
generally known outside of CITY' s organization, and all Proprietary Information so known
only through improper means, shall be deemed "Confidential Information." During his
employment by CITY, READY shall use Proprietary Information, and shall disclose
Confidential Information, only for the benefit of CITY and as is, or may be, necessary to
perform his job responsibilities under this Agreement. Following termination, READY shall
not use any Proprietary Information and shall not disclose any Confidential Information, except
with the express written consent of CITY. READY's obligations under this Section shall
survive the termination of his employment and the expiration of this Agreement.
55575.38220\33497973.2 5 12
6. Conflict of Interest.
READY represents and warrants to CITY that he presently has no interest, and represents
that he will not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or interfere in any way with performance of his services under this
Agreement.
7. General Provisions.
7 .1 Recitals. The recitals, inclusive of all facts and representations, are incorporated
into this Agreement as if set forth in the Operative Provisions.
7.2 Vehicle Operation. READY shall operate any vehicle used in connection with the
performance of his duties as Interim City Manager in a safe manner and otherwise in observance
of all established traffic safety laws and ordinances and shall maintain a valid California
automobile's driver's license during the period of employment.
7.3 Notices. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be effective upon delivery by hand or three (3) business
days after deposit in the United States mail, postage prepaid, certified or registered, and
addressed to CITY at the address below, and or at the last known address maintained in
READY's personnel file. READY agrees to notify CITY in writing of any change in his address
during his employment with CITY. Notice of change of address shall be effective only when
accomplished in accordance with this Section.
City's Notice Address:
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Mayor and City Council
Interim City Manager's Address:
David H. Ready
[ Address on File with Human Resources]
7.4 Indemnification. Subject to, in accordance with, and to the extent permitted by
the California Government Claims Act [Government Code Section 810 et seq.], CITY will
indemnify, defend, and hold READY harmless from and against any action, demand, suit,
monetary judgment or other legal or administrative proceeding, and any liability, injury, loss or
other damages, arising out of any act or omission occurring during READY's tenure as Interim
City Manager, except that this provision shall not apply with respect to any intentional tort or
crime committed by READY, or any actions outside the course and scope of his employment as
Interim City Manager. CITY shall obtain and keep in full force and effect liability insurance, or
55575.38220\33497973 .2 6 13
risk pool coverage, including errors and omissions coverage on a "per occurrence" basis, m
sufficient amounts to ensure fulfillment of this hold harmless and indemnification clause.
7 .5 Bonding. CITY shall bear the full cost of any fidelity or other bonds required of
the Interim City Manager under any law or ordinance.
7 .6 Integration. This Agreement is intended to be the final, complete, and exclusive
statement of the terms of READY's employment by CITY. This Agreement supersedes all other
prior and contemporaneous agreements and statements, whether written or oral, express or
implied, pertaining in any manner to the employment of READY, and it may not be contradicted
by evidence of any prior or contemporaneous statements or agreements. To the extent that the
practices, policies, or procedures of CITY, now or in the future, apply to READY and are
inconsistent with the terms of this Agreement, the provisions of this Agreement shall control.
7. 7 Amendments. This Agreement may not be amended except in a written
document signed by READY, approved by the City Council and signed by CITY's Mayor.
7.8 Waiver. Failure to exercise any right under this Agreement shall not constitute
a waiver of such right.
7.9 Assignment. READY shall not assign any rights or obligations under this
Agreement. CITY may, upon prior written notice to READY, assign its rights and obligations
hereunder.
7 .10 Severability. If a court or arbitrator holds any provision of this Agreement to
be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and
effect.
7 .11 Attorneys' Fees. In any legal action, arbitration, or other proceeding brought to
enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs.
7.12 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, with venue proper only in Rivesride
County, State of California.
7 .13 Interpretation. This Agreement shall be construed as a whole, according to its fair
meaning, and not in favor of or against any party. By way of example and not in limitation, this
Agreement shall not be construed in favor of the party receiving a benefit nor against the party
responsible for any particular language in this Agreement. Captions are used for reference
purposes only and should be ignored in the interpretation of the Agreement. This Agreement
may be altered, amended or modified only by an instrument in writing, executed by the parties to
this Agreement and by no other means. Each party waives their future right to claim, contest or
assert that this Agreement was modified, cancelled superseded or changed by any oral
agreement, course of conduct, waiver or estoppel.
55575.38220\33497973.2 7 14
7.14 Acknowledgment. READY acknowledges that he has had the opportunity to
consult legal counsel in regard to this Agreement, that he has read and understands this
Agreement, that he is fully aware of its legal effect, and that he has entered into it freely and
voluntarily and based on his own judgment and not on any representations or promises other than
those contained in this Agreement.
7.15 Abuse of Office; Reimbursement to City. Pursuant to Government Code Section
53243, et seq. which became effective on January 1, 2012, if READY is convicted of a crime
involving an abuse of his office or position, all of the following shall apply: (1) if READY is
provided with administrative leave pay pending an investigation, READY shall be required to
fully reimburse such amounts paid; (2) if the City pays for the criminal legal defense of READY
(which would be in its sole discretion, as it is generally not obligated to pay for a criminal
defense), READY shall be required to fully reimburse such amounts paid; and (3) if this
Agreement is terminated, any cash settlement related to the termination that READY may
receive from the City shall be fully reimbursed to the City. For this Section, abuse of office or
position means either: (1) an abuse of public authority, including waste, fraud, and violation of
the law under color of authority; or (2) a crime against public justice, including a crime described
in Title 7 commencing with section 92 of the Penal Code.
7 .16 Status of Recruitment. CITY warrants that as of the Commencement Date it has
initiated the process for the recruitment of a permanent replacement to the City Manager
position.
IN WITNESS WHEREOF, CITY has caused this Agreement to be signed and executed
on its behalf by its Mayor and duly attested to by its City Clerk, and READY has signed and
executed this Agreement, as of the date first indicated above.
INTERIM CITY MANAGER
David H. Ready, Ph.D.
ATTEST:
Anthony Mejia, City Clerk
55575.38220\33497973.2 8
CITY OF PALM SPRINGS
Christy Holstege, Mayor
APPROVED AS TO FORM:
Jeffrey S. Ballinger
City Attorney
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