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HomeMy WebLinkAboutA9249 - INTERIM CITY MANAGER AGREEMENTCITY OF PALM SPRINGS INTERIM CITY MANAGER EMPLOYMENT AGREEMENT This Interim City. Manager Employment Agreement ("Agreement") is entered into as of the 1st day of September, 2022 (the "Effective Date"), between the City of Palm Springs (hereinafter referred to as the "City'_'.) and Teresa Gallavan (hereinafter referred to as the "Interim City Manager" or Employee"). City and Interim City Manager/Employee are sometimes referred to in this Agreement as "Party" and collectively as "Parties." RECITALS - -WHEREAS, the City requires the use of temporary services of an Interim City Manager for an undetermined period of time; WHEREAS, Employee is ready, willing and able to supply such services; WHEREAS, the City Council of the City has determined that Employee is the best qualified for the position of Interim City Manager; WHEREAS, City presently employs Employee as Assistant City Manager; and NOW, THEREFORE, the Parties hereby mutually agree and promise as. follows: 1. . Duties, Acceptance of Appointment, Hours of Work. 1.1 Duties. The Interim City Manager shall perform those duties and have those responsibilities that are commonly assigned to a City Manager of a city in California, and as may be further set forth in the City's Municipal Code and Charter. Interim City Manager shall perform such other legally permissible and proper duties and functions consistent with the Office of the Interim City Manager, as the City Council shall from time to time assign. It is expected that Interim City Manager shall abide by the ICMA Code of Ethics. Interim City Manager is encouraged to participate in community and civic affairs. 1.2 Acceptance of Appointment. Interim City Manager hereby accepts the appointment as Interim City Manager of the City of Palm Springs subject to all terms and conditions set forth in this Agreement. 1.3 Hours of Work. It is recognized that Interim City Manager devotes a great deal of time outside the normal office hours -schedule, and to that end, she shall be allowed to establish an appropriate work schedule recognizing that the Interim City Manager should endeavor to be available during regular City Hall hours. It is also recognized by the Parties that Interim City Manager is required to devote the amount of time and energy necessary to carry out those duties with the highest 55575.00001\40650191.1 amount of professionalism possible. That being the case, the Parties recognizes that Interim City Manager may choose. to take personal time off for a portion of regular business hours when it is appropriate and when Interim City Manager's duties allow. This personal time off should not be considered a replacement for paid time off, which should be used as appropriate. This time is also not to be considered as compensatory time for time spent by Interim City Manager in carrying out -the City Manager duties outside normal office Hours, as the parties agree that Interim City -Manager must devote the amount of time necessary to fulfill those duties. 1.4 Devotion to City Business. The Interim City Manager's position is full-time. Interim City Manager shall not engage in any business, educational, professional, charitable, or other activities that would conflict or materially interfere with performance of Interim City Manager duties, except.as may be specifically authorized by the City Council. 2. Term & Renewal. Interim City Manager shall -commence her services in this position on September 29, 2022 ("Commencement Date"). Interim City Manager recognizes and agrees that her services in this position will be temporary in nature and will terminate in accordance with Section -8 of the Agreement. 3. Compensation. 3.1 Salary. City agrees to pay Interim City Manager, and Interim City Manager agrees to accept from City, as compensation for services rendered by Interim City Manager pursuant to this Agreement, a pro -rated annual base salary, commencing on the Commencement Date, in the amount of Two Hundred Seventy Five Thousand Dollars ($275,000) (hereinafter "Annual Base Salary"), payable in installment payments in the same manner and at the same times as salaries of other executive managers of the City are paid. _ 3.2 Other Benefits: Interim City Manager shall be entitled, during the term of this Agreement, to continue to receive all benefits Employee was previously receiving as Assistant City Manager. City shall bear the full cost of the corporate surety bond required under City Charter Section 402. 5. General Business Expenses. 5.1 City agrees to budget and pay for professional dues and subscriptions for Interim City Manager necessary for her continuation and participation in national, regional, state and local boards, task -forces, conferences and meetings, associations and organizations desirable for 2 55575.00001\40650191.1 Interim City Manager's continued participation, professional growth, and advancement, and for - the benefit of the City. At a minimum, such professional dues shall include participation in the International City/County Management Association (ICMA) and the California League of California Cities. 5.2 City agrees to budget and pay for travel expenses, in accordance with existing policy, of Interim City Manager for professional and official travel, board and task -force meetings, conferences, and occasions to .adequately continue the professional development of Interim City Manager and to pursue necessary official functions for City. 5.3 City recognizes that the Interim City Manager may incur expenses of a non - personal, job -related nature that are reasonably necessary to the Interim City Manager's service to the City. The City agrees to either pay such expenses in advance or to reimburse the expenses, so long as the expenses are incurred and submitted in accordance with the City's normal expenditure reimbursement procedures. To be eligible for reimbursement, all expenses must be supported by documentation meeting the City's normal requirements and must be submitted within time limits established by the City. 5.4 Notwithstanding the above, to the degree the City must make budget reductions, appropriate reductions in genbral business expenses commensurate with reduction"§ in other citywide accounts may be made at the sole discretion of the City Council. 6. Abuse of Office or Position. Pursuant to Government Code Sections 53243, 53243.1 and 53243.2, if Interim City. Manager is convicted of a crime involving an abuse of her office or position, all of the following shall apply: (1) if Manager is provided with administrative leave pay pending an investigation, Interim City Manager shall be required to fully reimburse City such amounts paid; and (2) if City pays for the criminal legal defense of Interim City Manager (which would be in its sole discretion, as it is generally not obligated to pay for a criminal defense), Interim City Manager shall be required to fully reimburse City such amounts paid; and (3) if this Agreement is terminated, any Severance Pay and Severance Benefits related to the termination that Interim City Manager may receive from City shall be fully reimbursed to City or void if not yet paid to Interim City Manager. For purposes of 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, but not limited to, a crime described in Title 7 (commencing with Section 92) of Part 1 of the Penal Code. 7. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be personally served upon the other Party, or sent by United States Postal Service, postage prepaid and addressed to the other Party, at the addresses below. Such addresses may be changed from time to time by written notice to the other Party. Notice shall be deemed given as of the date of personal service or upon the date of deposit in the course of transmission with the United States Postal Service. 3 55575.00001\40650191.1 If to City: City of Palm Springs Attn: Mayor 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 If to Interim City Manager: Teresa Gallavan (Address to be provided and kept on file with City's Human Resources Department) 8. Termination. 8.1 At -Will Employee. Employee shall serve in the capacity of Interim City Manager at the will and pleasure of the City Council. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the City' Council to suspend from duty, remove from office or otherwise terminate the services of Interim City Manager at any time, at the sole discretion of the City Council, subject to the provisions of Sections 8.2 and- 8.3 below. In the event a majority of the City Council terminates this Agreement for any.reason, other than the provisions of Section 8.3 below, Employee will be returned to her position as Assistant City Manager without any severance and. being paid the salary and benefits of that position and having all rights and obligations that apply to that position. During the term of this Agreement, Gallavan agrees to provide written notice to the City Council of Employee's intention to leave employment of the City at least 2 months before Employee's last day of work. This Agreement may be terminated as follows. 8.2 Assumption of a Permanent City Manager. This Agreement shall automatically terminate upon the commencement of duties of an individual appointed to the permanent position of City Manager. Upon termination of this Agreement, it is the intention of the Parties that Employee shall return to continue to serve in the position of Assistant City Manager unless removed for cause, as defined below. 8.3 Cause. Interim City Manager may be removed for Cause. Cause for purposes of this Agreement shall only mean the following: . (a) Acts in bad faith or gross misconduct to the detriment of.the City or to the Interim City Manager's reputation; (b) Refusal or failure to act in accordance with any legal requirement or specific direction or order of the City Council; (c) Involvement in crime involving dishonesty, breach of trust, or public conduct reflecting negatively on the City (no pending criminal prosecution need be in effect for termination due to fraud, embezzlement or Dublic conduct reflectine on the 4 55575.00001\40650191.1 City; rather the Council must only have a good faith belief based on a good faith investigation); (d) Violation of any City Council adopted policies; or (e) Breach of any material term of this Agreement, after thirty days' notice and opportunity to cure. Pursuant to Palm Springs Municipal Code section 2.08.010(b), upon any allegation that the Interim City Manager has engaged in conduct that would result in her termination "for cause" as defined above, the Interim City Manager shall be furnished with a written notice stating the Council's intention to remove her and the reasons therefor at least thirty days before the effective date of removal. Within seven days after the delivery to her of such notice, the Interim City Manager may by written notification to the City Clerk request a public hearing before the Council. Thereafter the Council shall fix a time for the public hearing; which shall be held at its usual place of meeting before the expiration of the said thirty day period, and at which the Interim City Manager'shall appear and be heard. After furnishing the Interim City Manager with written notice of intention to remove, the Council may suspend her from duty but her salary shall continue until her removal by resolution of the Council passed subsequent to the public hearing. The -Council, in removing the Interim City Manager, shall use its uncontrolled discretion and its action shall be final, and shall not depend upon any particular showing or degree of proof at the hearing, -the purpose of,which is to allow the Interim City Manager publicly to present to the Council his grounds of opposition to removal prior to its action. In the event the Council, in its discretion, still finds merit to the allegations and terminates, the Interim City Manager shall not be entitled to any severance and will be owed no further compensation. 9. General Provisions. 9.1 This writing.constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior oral or written representations or written agreements on the subject matter hereof, which may have been entered into between the parties. No modification or revision to this Agreement shall be of any force or effect, unless the same is in writing and executed by the Parties hereto. 9.2 Each Party agrees and acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made.by any party, or anyone acting on behalf of any Party, which are not embodied herein and that einy agreement, statement, or promise not contained in this Agreement shall not be valid or binding on either Party. 9.3 If any provision, or portion thereof, contained in the 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. 9.4 This Agreement shall be governed by and construed in accordance with the law of the State of California. Venue shall be in Riverside County. 9.5 This Agreement shall be construed as a whole, according to its fair meaning, and not in favor or against any Party. By way of example and not in limitation, this Agreement shall 5 55575.0000IN40650191.1 not be construed in favor of the party receiving a benefit or against the Parry responsible for any particular language in this Agreement. 9.6 Interim City Manager acknowledges that she has had an opportunity to consult legal counsel in regard to this Agreement, that she has read and understands this Agreement, that she is fully aware of its legal effect, and that she has entered into it freely and voluntarily and based on her own judgment and not on any representations or promises other than those contained in this Agreement. 9.7 In any dispute arising out of this Agreement, the prevailing party shall recover its reasonable attorneys' fees and costs. 10. ' Other Terms and Conditions of Employment. The City, only upon agreement with Interim City Manager, shall fix any such other terms and conditions of employment, as it may determine from 'time to time, relating to the performance of the Interim City Manager, provided such terms and conditions are not inconsistent. with or in conflict with the provisions of this Agreement, the City Charter, Municipal Code, or any other law, ordinance or City Resolution. Except as otherwise provided in this Agreement, Interim City Manager shall be entitled to tk highest level of benefits that would be enjoyed by other executive department heads of the City employed as of the date of this Agreement, as provided in the Municipal Code, Personnel Rules and regulations, or by practice. 11. Indemnification. 11.1 - City shall defend, hold harmless and indemnify Interim City Manager against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of any alleged act or omission occurring in the performance of Interim City Manager's duties or resulting from the exercise of her judgment or discretion in connection with the performance of his duties, unless the act or omission involved unlawful conduct. City shall not unreasonably refuse to provide for legal representation at City's expense. Legal representation, provided by City for Interim City Manager, shall extend until a final determination of the legal action including any and all losses, damages, judgment, interests, settlements, fines, court costs, and the reasonable costs and expenses of legal proceedings, including appeals, and including attorneys' fees, and expert witness fees and all other trial and appellate costs, and other liabilities incurred, imposed upon, or suffered by such Interim City Manager in connection with or resulting from any claim, action, suit, or proceeding, actual or threatened, arising out of or in comiection with the performance of Interim City Manager's duties. 11.2 City agrees to pay all reasonable litigation expenses of Interim City Manager throughout pendency of any City -related litigation to which Interim City Manager is a party, witness or advisor to the City. Such expense payments shall continue beyond Interim City Manager's employment with the City as long as litigation is pending. Post -employment, City agrees to pay Interim City Manager for reasonable consulting fees, travel expenses and other 6 55575.00001\40650191.1 IN WITNESS WHEREOF, the parties have executed this Interim City Manager Employment Agreement effective as of the date first written above. EMPLOYEEANTERIM CITY MANAGER CITY OF PALM SPRINGS, a Charter City f�� and Califo 'a municipal corporation Teresa Gallavan isa Middleton Date: -21- 09/Olf.2U22 >~em/E Mayor Date: %-L Ca--T. ATTEST: Brenda Pree, MMC, CERA City Clerk APPROVED AS TO LEGAL FORM: J ffrey S. Ballinger City Attorney 0 55575.00001\40650191.1 costs, when Interim City Manager serves as a witness, advisor or consultant to City regarding pending litigation. [SIGNATURE PAGE TO FOLLOW] 55575.00001\40650191.1