Employment Agreement With Jason Stilwell for City Administrator September 2011

8/11/2019 Employment Agreement With Jason Stilwell for City Administrator September 2011

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Meeting Date: September 13, 2011Prepared by: Molly Laughlin

City Council

Agenda Item Summary

Name: Consideration of a Resolution entering into an employment agreement with Jason

Stilwell for the position of City Administrator.

Description: City Administrator Jason Stilwell will assume his new job on Wednesday,September 28, 2011. This Resolution authorizes the Mayor to execute the Agreement,

attached as Exhibit A. This contract was negotiated and unanimously approved by

Council in Closed Session.

Overall Cost: N/A

Staff Recommendation: Adopt the Resolution.

Important Considerations:None.

Decision Record: None.

Reviewed by:

______________________________ _____________________

John Goss, Interim City Administrator Date

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2/15

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL

RESOLUTION 2011-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEAENTERING INTO AN EMPLOYMENT AGREEMENT WITH JASON STILWELL

FOR THE POSITION OF CITY ADMINISTRATOR

WHEREAS, City Administrator Jason Stilwell will assume his new post on September 28, 2011.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF

CARMEL-BY-THE-SEA does hereby:

1. Enter into an Employment Agreement with Jason Stilwell for the position of CityAdministrator.

2.

Authorize the Mayor to execute the Agreement (attached as Exhibit A) on behalf of theCity.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 13th day of September 2011 by the following roll call vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ATTEST: SIGNED,

_____________________

_______________________ SUE McCLOUD, MAYORHeidi Burch, City Clerk

24


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Exhibit "A" 25

EMPLOYMENT

GREEMENT

THIS AGREEMENT i s between

the

CITY OF CARMEL-BY-THE-SEA

( CITY )

and JASON STILWELL and i s e f fec t ive as

of

the 28th day

of September 2011.

RECIT LS

The

City Council ,

as the appoint ing

power,

and

JASON STILWELL desi re to agree in wri t ing to the fol lowing

terms and

condit ions

of STILWELL s employment as City

Adminis t ra tor .

NOW THEREFORE, the

par t i e s agree as

fol lows:

GREEMENT

A DUTIES

1. CITY agrees to employ

JASON

STILWELL

as

Ci ty

Adminis t ra tor

of

the Ci ty of Carmel-by-the-Sea

to

perform the

funct ions and dut ies speci f ied

in

the

ordinances and reso lu t ions

o f the CITY, and to perform other l ega l ly

permissible

and proper

dut ies

and

funct ions

as

the City Council may

from

t ime to t ime

ass ign .

2.

STILWELL

sha l l

perform his dut ies

to

the best of

his ab i l i ty in accordance with

the highest

profess ional and

e th ica l s tandards of the profess ion and sha l l comply

with

a l l

ru les

and regula t ions

establ i shed by the CITY.

3.

STILWELL

sha l l

not

engage

in any

ac t i v i t y

which


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26

i s

or

may become a conf l ic t

of

i n t e re s t

or

which may crea te an

incompat ib i l i ty o f of f ice

as

def ined under Cal i fo rn ia law.

Pr io r

to performing any

serv ices under t h i s

Agreement and

annual ly

the rea f te r

STILWELL

sha l l

complete

and

f i l e

a l l

d isc losure forms requi red by law.

B

T RM

1.

This

Agreement sha l l

be

for

a three ( 3) year

per iod commencing

September

28 2011

and

ending

September

28

2014

unless terminated

by

e i the r

par ty in

accordance with

the

provis ions se t

fo r th in Art i c l e D. of t h i s Agreement or

un t i l

t e rminated by death

or

permanent d i sab i l i t y

of

STILWELL.

2. STILWELL agrees

to

remain

in

the exclus ive

employ

of the

CITY

during the term of t h i s

Agreement.

However

MPLOY

may engage

in

occas iona l

teaching

wri t ing

or

consul t ing

performed

on STILWELL S t ime of f so long

as

such

a c t i v i t i e s

do

not

e i t he r

i n t e r f e r e with

performance of

his

dut ies

hereunder

or c onf l i c t with STILWELL S obl igat ions to the

CITY.

STILWELL agrees

tha t such

a c t i v i t i e s

are

to be

subjec t

to

pr io r

approval of

the City

Council .

C

HOURS

OF

WOR

I t i s

recognized

tha t STILWELL must devote a

grea t

deal

o f

t ime outs ide normal business hours to

the

business

of

the

CITY, and to

tha t

end STILWELL wi l l be

allowed

to t ake

of f

-2-


5/15

27

reasonable compensatory

t ime.

D

RESIGN TION ND TERMIN TION

1 . STILWELL

may re s ign

a t

any

t ime

upon

prov id ing

the

CITY with a t l e a s t s i x t y (60) days advance wri t t en

not ice

o f

the

e f fec t ive date o f h is r es igna t ion .

2. The

Ci ty

Counci l may a t any t ime with

a

4/5 vote

t e rmina te

STILWELL upon

s i x t y (60)

days

advance wri t t en no t ice .

3.

The

p a r t i e s recognize and

a f f i rm

t ha t :

a . STILWELL i s

an

a t -wi l l

employee

whose

employment may be terminated

by

the Ci ty Council

without

cause;

and

b.

There i s no express o r impl ied promise made

to STILWELL fo r any form

o f

cont inued employment.

This

Agreement

i s

the

sole

and

exc lus ive

bas i s for

an employment

r e l a t i o n s h ip

between STILWELL

and

the CITY.

4

For the

nine ty

(90)

day per iod

immediately

fo l lowing

a genera l

o r spec ia l e lec t ion a t which

a Ci ty

Counci l

member i s e lec ted to off i ce , the

Ci ty

Council agrees not to

t e rmina te the se rv ice s

o f

STILWELL without cause.

5.

Any

de l ibe ra t ions and

dec i s ions by the CITY

regard ing the t e rmina t ion o f STILWELL S se rv ice s

sh a l l be

made

in c losed sess ion in accordance

wi th

the

Ralph M Brown

Act.

Except where

STILWELL i s charged

wi th o r

a l leged to

have


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28

committed criminal misconduct or acts involving moral tu rp i tude

and i

the CITY

has determined to t e rminate

STILWELL S

se rv ices

the CITY

sha l l

provide STILWELL the oppor tuni ty to res ign

in

l i eu

of

being

terminated,

and

the

par t i es

sha l l

cooperate

regarding publ ic announcements

regarding STILWELL S

separa t ion

from the CITY.

E SEVERANCE PAY

1.

Except as provided

in

sub-sect ion E.2.

below,

i

STILWELL

i s

terminated

by

the Ci ty

Council

pursuant

to

Art ic le

D.

of t h i s Agreement while still wil l ing and able to perform

the

dut ies of City Adminis t rator ,

CITY

agrees

to

pay

STILWELL a

cash

payment equal to

s ix

6)

months of his then

current base

sa la ry

which

sha l l include any

accrued but not used vacat ion

t ime

and

the r i gh t to continue hea l th

insurance

as

may

be

required

pursuant to

the

Consolidated Omnibus Budget Reconc i l ia t ion Act

of 1986

(COBRA).

Said cash

payment

may be paid, a t the option

of STILWELL, as

fol lows:

1) lump sum upon

date

of

t e rminat ion ;

2)

on

January

1

of

the calendar

year fol lowing t e rminat ion ;

or

3) in s ix

( 6)

equal

monthly

ins ta l lments .

Such

payment

sha l l

re l ease the

CITY

from any fu r the r ob l iga t ions under t h i s

Agreement.

2.

In

the event STILWELL i s terminated

because

of:

a. His

convict ion of

any fe lony,

or any crime

involving

moral

tu rp i tude; or


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29

b. Any offense involving

a

v io la t ion

of

his

o f f i c i a l dut ies ; or

funds;

or

off i ce

c . I f the CITY determines

t ha t

STILWELL has:

i

Misappropriated

publ ic

funds;

or

ii Commingled publ ic funds with his personal

iii Engaged in

wil l fu l

corrupt conduct in

Then

CITY sha l l

have no obl igat ion to cont inue

the

employment

of

STILWELL or

to pay the

severance

se t

for th in the above

sub-

sect ion E l

F

S L RY

1.

The CITY

agrees to

pay STILWELL

the

sum of

one

hundred

and

seventy

s ix

thousand

f ive hundred dol la r s

( 176,500.00), in sa la ry

per

annum,

payable

in

ins ta l lments

a t

the

same

t ime

as

other

employees

of

the

CITY

are pa id

subject to

customary

withholding.

2.

Thereaf ter and subject to an

annual

evalua t ion

of

performance in

January, City

Council

may increase

STILWELL S

compensation by reso lu t ion without the need to amend t h i s

Agreement.

G UTOMOBILE

In recogni t ion of the

need

for

STILWELL to

t r ave l on


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30

City

business from t ime to t ime,

the

CITY

sha l l pay

STILWELL

the

sum

of

th ree hundred and f i f t y dol la r s ( 350.00} per

month

as an

automobile allowance.

B.

SUPPLEMENT L BENEFITS

1.

The

CITY

sha l l

provide STILWELL

the same type and

extent

of

benef i t s as provided to the CITY'S other execut ive

management

employees as such

benef i t s may

be amended from

t ime

to

t ime,

except

for

the

fol lowing:

a.

STILWELL

sha l l

not

be

en t i t l ed

to

the

provis ions of

the Educational

Incentive

Pay

Program (EIP).

b.

STILWELL

sha l l

not

be

afforded any

benef i t s of

the Laborer ' s Union

of

North America/UPEC,

Local

792

(or

any

fu ture or successor unions) .

2.

Notwithstanding

the

above-mentioned

except ions, a l l

other ac t ions taken

by

the CITY

re la t ing to

benef i t s for

execut ive

management

employees sha l l

be

considered act ions

grant ing

the

same benef i t s to STILWELL.

As

used

herein

benef i t s inc lude, but

are not l imi ted to pa id hol idays ,

re t i rement benef i t s and

payments,

heal th insurance , vis ion

insurance ,

denta l

insurance , and l i f e insurance .

a .

The

CITY

sha l l

contr ibute e igh ty - f ive percent

(85 ) of the

fu l l premium

on

behalf of

STILWELL and his

qua l i f i ed

dependents for medical

insurance avai lab le through the

CalPERS HOI E program for the

term o f

t h i s Agreement un t i l

and

6


9/15

31

unless

otherwise amended between

STILWELL

and the

CITY

b. The

CITY

sha l l cont inue to provide denta l and

v is ion coverage

through the CITY'S

current

se l f - funded programs,

un t i l

and

unless

otherwise

amended

between

STILWELL

and

the

CITY.

c. The

CITY sha l l

make

a

monthly contr ibut ion to

the

CalPERS

defer red compensation

plan on

behalf of STILWELL in

the amount of

twenty-f ive

do l l a rs

( 25.00)

per month.

d. The

CITY sha l l

provide

STILWELL

e ighty

(80)

hours

annual

Adminis t ra t ive

Leave per

f i sca l

year on

a

pro- ra t a

bas i s . This leave must be

taken

during the f i sca l year in which

t

i s

earned.

There

wi l l be no a b i l i t y to car ry over t h i s leave

from one

f i sca l

year

to the

next

and there sha l l

be

no

cash pay

of f

for any

such unused

l eave .

e .

The

CITY

sha l l

make

a

monthly

contr ibut ion

to

a

457 Deferred Compensation Account on behalf of

STILWELL

in the

amount of

f ive

hundred and

f i f t y dol la r s

( 550.00) per month.

f . The Ci ty s

current

re t i rement plan

with

CalPERS

for General Employees

i s 2 a t

age 55

(2%/55).

I f and when the

CITY

switches to

a

two

t i e r

system,

STILWELL agrees

to

move

to

the second t i e r ,

which i s

projected to be two

percent

a t age

60

(2%/60).

I . P E R F O ~ E EV LU TION

The

City

Council

sha l l

annual ly

eva lua te the


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32

performance

of

STILWELL in

the

month

of January. As par t of

such annual performance

evalua t ion ,

the City

Council

and

STILWELL wi l l se t wri t t en goals and

object ives

for the ensuing

year .

In

addi t ion

STILWELL

sha l l

be

provided

a

wri t ten

repor t

o f

the City

Counc i l ' s evaluat ion

and

STILWELL

sha l l be

given an

opportunity to conf ident ia l ly discuss the evalua t ion

with

the

City

Council in

accordance

with

the

Ralph

M

Brown

Act.

J . SUR TY OND

CITY and STILWELL

agree

tha t

STILWELL

sha l l

maintain

on f i l e with

the

CITY a

f a i t h fu l

performance

sure ty

bond in

the

pr inc ipa l amount

of

100,000.00

or

an amount as may from t ime to

t ime be determined by

the

City

Council .

Said bond

premium

sha l l

be

pa id by

the

CITY

pursuant

to

the

Carmel-by-the-Sea

Municipal

Code.

K BUSINESS

XP NS S

1.

The

CITY agrees

to

re la ted business

expenses

incurred

with City

pol icy .

pay for reasonable

City

by

STILWELL in

accordance

2. The

CITY recognizing

tha t

STILWELL

i s on

ca l l

agrees to provide

a

City

ce l l u l a r

telephone and,

in addi t ion

pay

for the monthly

serv ice

charge and re la ted

City

user

charges. The CITY and STILWELL acknowledge tha t STILWELL wi l l

from

t ime

to t ime

use

the City- issued ce l l u l a r te lephone for

8


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33

personal

business and

as such

agrees to reimburse CITY

for

a l l

personal

ca l l s with in

t h i r t y

(30) days of the Ci ty s rece ip t of

a ce l lu l a r te lephone

b i l l i ng

statement .

L.

CONFERENCE DUES

SUBSCRIPTIONS

MEMBERSHIPS

1.

The

CITY sha l l pay for the t r ave l and re la ted

expenses of STILWELL

as

se t for th

in

City Pol icy 2007-2, which

may

be amended

from t ime to t ime

by the

CITY without STILWELL S

consent . Expenses

may include

those incur red

by STILWELL S

representa t ion

on

behalf of

the

CITY

a t

the

annual

conference

of

the

League of Cal i forn ia Cit ie s , the Ci ty Manager s department

meetings

of the League of Cal i forn ia Cit ie s , and STILWELL S

at tendance

a t such other conferences and meetings as may from

t ime to

t ime

be d i rec ted by

the

CITY.

2.

The

CITY sha l l pay such

profess ional

dues,

subscr ip t ions

and memberships in such organiza t ions necessary

for STILWELL to maintain

profess ional

re l a t ionsh ips

in

appropr ia te

nat ional ,

regional , s t a t e and l oca l associa t ions

des i rab le for cont inued profess ional

growth,

advancement and

benef i t

to CITY.

3.

The CITY

sha l l

pay

profess ional

dues in the

Interna t ional

City/County

Manager s

Socie ty for

Publ ic

Adminis t rat ion,

Off ice rs

Associat ion.

Associat ion,

American

and Government

Finance


12/15

34

M

OTHER

TERMS AND CONDITIONS OF

EMPLOYMENT

The Ci ty Counci l , by r eso lu t ion , sha l l f ix any

othe r

terms and cond i t ions o f employment as

t

may determine from

t ime

to

t ime r e l a t i ng to the performance o f STILWELL provided such

terms

and cond i t ions a re

not

incons i s ten t

with provis ions of

t h i s

Agreement or the law.

N NOTICES

Any not i ce s

requi red

by

t h i s Agreement sha l l be in

wr i t ing

and

e i the r given

in

person

o r

by

f i r s t c las s

mail wi th

the postage

prepa id

and addressed

as

fo l lows:

1.

To CITY:

City o f Carmel-by- the-Sea

City counci l

Attn:

Mayor

Ci ty o f

Carmel-by- the-Sea

Ci ty

Hall

P.O.

Box

cc

Carmel-by- the-Sea ,

C 93921

2. To EMPLOYEE

Jason St i lwe l l

P.O.

Box

cc

Carmel-by- the-Sea ,

C

93921

0 DISPUTE

RESOLUTION

Should e i the r

pa r ty

to

t h i s

Agreement

br ing

l ega l

ac t ion

aga ins t the

othe r formal

j ud i c i a l

proceedinqs ,

mediat ion, o r a rb i t ra t ion the case

s ha l l

be

handled

in Monterey

County, Cal i fo rn ia , and the pa r ty preva i l ing in

such

ac t ion

1


13/15

35

sha l l be en t i t l ed

to

reasonable a t to rne y ' s fees which sha l l be

f ixed by the judge or a rb i t r a t o r hearing the case and such fees

sha l l be included

in

the

judgment together

with a l l costs .

P ARM S LENGTH

NEGOTIATIONS

This Agreement has been negot ia ted a t arm's length

and between persons sophis t ica ted and knowledgeable

in

the

matters

dea l t

with in t h i s Agreement.

Accordingly,

any ru le of

law ( including

Cal i forn ia

Civi l Code

Sect ion

1654)

or

l egal

dec is ion

t ha t

would

require

in te rpre ta t ion

of

the

ambigui t ies

in

t h i s Agreement agains t the par ty tha t has

dra f ted

t

i s

not

appl icable and i s hereby waived.

The

provis ions of t h i s

Agreement sha l l

be

i n t e rp re ted in a reasonable manner to e f fec t

the

purposes

of

the

par t i e s

to t h i s Agreement.

Q

INDEMNIFICATION

The

CITY sha l l defend, hold

harmless

and indemnify

STILWELL

agains t

any t o r t ,

profess ional

l i ab i l i t y claim, demand

or

other

l egal

act ion , whether groundless

or otherwise, a r i s ing

out of an al leged act occurr ing in the performance

of STILWELL S

du t ies

as City Adminis t rator STILWELL. The CITY

wil l

pay the

amount of any se t t lement or judgment rendered thereon.

R ENTIRE GREEMENT

This Agreement

i s the f ina l express ion of

the

complete


14/15

36

agreement

of

the par t i es

with respect to the

matters

speci f ied

herein

and

supersedes a l l pr ior ora l or wri t ten understandings.

Except

as

prescr ibed

herein

t h i s Agreement

cannot

be

modif ied

except

by

wri t ten

mutual

agreement

s igned

by

the

par t i es .

S.

SSIGNMENT

This Agreement i s not

ass ignable by

the

CITY or

by

STILWELL

T SEVER BILITY

In

the

event

tha t

any

provision of t h i s Agreement i s

held

or

determined

to be

i l l ega l

or

void by reason

of f ina l

non-appealable judgment order

or dec is ion

of

a

court having

ju r i sd ic t ion

over

the par t i es

the remainder

of

the Agreement

sha l l

remain in fu l l

force and

e f fec t

unless the

par t s

found

to

be void

are

wholly

inseparab le

from

the

remaining

por t ion

of

the

Agreement.

U COUNTERP RTS

This Agreement

sha l l

be executed s imultaneously

in

two

counterpar ts and

each

of

which

sha l l be deemed an or ig ina l but

a l l of which

together

sha l l cons t i tu te one

and

the same

ins t rument .

12


15/15

37

IN

WITNESS WHEREOF

the

City

Counci l has caused

t h i s greement

to be s igned and executed in

ts

beha l f

by

ts Mayor and duly

a t t e s t e d

by

the Ci ty Clerk . I t has a l so

been

executed

by

STILWELL.

Date

CITY OF CARMEL BY THE SEA

Sue

McCloud

1

MAYOR Date

ATTEST :

Heidi

Burch

1

CITY CLERK

1

Date

13

Documents

Employment Agreement With Jason Stilwell for City Administrator September 2011