CITY OF PALM DESERT CITY CLERK DEPARTMENT INTEROFFICE MEMORANDUM To: John M. Wohlmuth, City Manager From: City Clerk Date: April 3, 2015 Subject: Contract No. 028522 - City Manager Agreement At its regular meeting of March 26, 2015, the Palm Desert City Council approved the subject agreement with City Manager John M. Wohlmuth effective March 26, 2015. Attached for your records is a fully executed copy of the Agreement. Please let me know whenever I can be of further assistance. HELLE D. KLASSEN, MMC CITY CLERK Attachment (as noted) cc/enc: Human Resources Department Contract No. C28522 CITY MANAGER AGREEMENT THIS AGREEMENT is entered into the 26th day of March, 2015 between the CITY OF PALM DESERT, a municipal corporation, by and through its City Council (hereinafter referred to as the ?City?) and JOHN M. WOHLMUTH (hereinafter referred to as ?Mr. Wohlmuth?). The above named parties hereby mutually promise and agree: 1. Employment The City desires to employ Mr. Wohlmuth as its City Manager, and Mr. Wohlmuth agrees to accept employment by the City as its City Manager upon the terms and conditions set forth below. 2. Responsibilities Mr. Wohlmuth, as City Manager, shall be responsible to the City for all actions concerning the City?s management and operations. In particular, he shall be responsible for, but not limited to: a. Performing functions and duties as speci?ed by the City?s policy manual and performing other legally permissible and proper duties and functions as the City shall, from time to time, assign in accordance with applicable law. b. Interviewing, hiring, reviewing and terminating employees and department directors. 0. Managing all aspects of personnel employed by the City. d. Director Housing Authority, and Finance and Parking Authority and all duties and responsibilities relating to these and any other City agencies. ?2500.0000li3904169.l Page 1 of 10 Contract No. C28522 In addition, Mr. Wohlmuth shall perform such other duties as may be assigned by the City. The City agrees to provide Mr. Wohlmuth with adequate technology (computer, cellular telephone) to accomplish his duties. 3. Term of Employment a. This Agreement shall be for a term of three (3) years commencing March 26, 2015 unless terminated by either party in accordance with this agreement. b. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the City to terminate without cause the services of Mr. Wohlmuth at any time, subject only to the payment of severance pay as provided in Section 4. c. Except as provided in Section 5, nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of Mr. Wohlmuth to resign at any time from his position with the City. 4. Termination by City a. Mr. Wohlmuth serves at the will and pleasure of the City and may be terminated with or without cause at any time during this Agreement. Consequently, nothing in this Agreement, including but not limited to Section 3 above, shall in any way affect the City? 5 right to terminate the employment of Mr. Wohlmuth and this Agreement with or without cause as provided herein. b. In the event Mr. Wohlmuth?s employment is terminated either involuntarily or through a negotiated resignation, the City agrees to give Mr. Wohlmuth at least 90 days notice and to pay Mr. Wohlmuth a terminating cash payment equal to six (6) months aggregate salary, bene?ts and deferred compensation ("severance pay"). Mr. Wohlmuth shall 72500 Page 2 of 10 Contract No. C28522 also be compensated for all accrued vacation, holidays, other bene?ts, in accordance with City policy. Severance pay shall be paid in full within ?fteen (15) working days after the effective date of Mr. Wohlmuth?s termination or negotiated resignation unless Mr. Wohlmuth elects to receive payments in other increments as determined by Mr. Wohlmuth. Mr. Wohlmuth may elect, in lieu of cash payment, to be compensated on a basis with maintenance of bene?ts until all severance pay and leave time is exhausted. c. In the event Mr. Wohlmuth?s employment is terminated for cause, based on serious misconduct, he shall not be entitled to any severance payment. "Serious misconduct" is de?ned as follows: i. A willful breach of this Agreement. ii. Habitual neglect of duties required to be performed under this Agreement. Entry of a plea of guilty or nolo contendere to a felony or a crime involving moral turpitude. iv. Commission of any act which would constitute a crime, whether misdemeanor or felony, and which would bring disrespect to the of?ce of City Manager or the City. v. Re?Jsal or failure to act in accordance with a speci?c directive or order of the City Council. vi. Maintaining a con?ict of interest after being directed to resolve said con?ict by a majority of the City Council. 72500.0000m9o4169 Page 3 of 10 Contract No. C28522 vii. Use of illegal drugs or abuse of legal drugs if job performance is adversely a?ected. Sexual or other prohibited harassment of a City employee, or physical violence directed at any City employee. d. The City shall deliver to Mr. Wohlmuth a written statement which explains the grounds for a termination for Serious Misconduct before his employment is terminated. The City?s action to terminate the employment relationship shall be ?nal and is not dependent on any particular showing or degree of proof. Nevertheless, Mr. Wohlmuth may seek judicial review of the City?s action to withhold severance pay. In such an action, the City bears the burden of proving Serious Misconduct. e. In the event the City reduces the salary, compensation, other ?nancial bene?ts, or scepe of authority of Mr. Wohlmuth in a greater percentage than applicable with an across-the-board reduction for all management employees of the City, or in the event the City refuses, following written notice, to comply with any other provision bene?tting Mr. Wohlmuth contained in this Agreement, then, in that event, Mr. Wohlmuth may elect to be deemed to be terminated at the date of such occurrence within the meaning and context of the severance pay provision. 5. Termination by Mr. Wohlmuth a. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of Mr. Wohlmuth to resign at any time from his position with the City, subject only to the provisions set forth in this Agreement. 72500 Page 4 of 10 Contract No. C28522 b. In the event Mr. Wohlmuth resigns, he shall not be entitled to any severance pay. In other words, this Agreement, Mr. Wohlmuth?s employment and the City?s obligations to compensate Mr. Wohlmuth shall cease on the effective date of resignation. c. In the event Mr. Wohlmuth voluntarily resigns his position with the City, he shall give the City thirty (30) days written notice, in advance, unless the parties agree otherwise. 6. Mr. Wohlmuth?s Time Mr. Wohlmuth shall devote his full productive time, ability and attention to his duties as City Manager. Mr. Wohlmuth shall not directly or indirectly render any services of a business, commercial or professional nature to any other person or organization for compensation. Both parties recognize that Mr. Wohlmuth is a member of the International CityICounty Management Association (ICMA) and is subject to the ICMA Code of Ethics, with professional obligations to the City, including restrictions on personal investments and employment in the community. 7. Salary a. The Salary of Mr. Wohlmuth, for his services as City Manager, shall be Two Hundred Forty-Four Thousand and Twenty Five Dollars and 60 cents per year, payable in installments at the same time as other management employees of the City or as the same may be modi?ed (increased or decreased) in accordance with the annual performance review of paragraph 9 hereinafter set forth or during budget consideration. Mr. Wohlmuth shall receive the same percentage salary adjustments as the City may, from time to time, confer upon 72500.00001B904169J Page 5 of 10 Contract No. C28522 the class of employees designated by the City as ?Management,? including any such adjustments as the City may confer at or before commencement of the Term. b. The City shall reimburse Mr. Wohlmuth, within its approved budget and upon approval of the City, for all actual and necessary expenses incurred in connection with the performance of his of?cial duties. Mr. Wohlmuth agrees to maintain accurate records of all expenses for which reimbursement is claimed. 8. Bene?ts a. Except as provided for otherwise in this Agreement, Mr. Wohlmuth shall be entitled to receive all bene?ts provided to other City management employees. These bene?ts include, but are not limited to, cost of living increase, life, dental and medical insurance, deferred compensation program, retirement program, sick leave and paid jury duty. For retiree medical benefits, Mr. Wohlmuth?s date of hire shall be January 15, 1986. Mr. Wohlmuth?s entitlement to full bene?ts shall commence immediately upon Mr. Wohlmuth?s commencement of duties under this Agreement. b. Mr. Wohlmuth shall accrue vacation leave in accordance with Section 2.52.705 of the City Code as a member of Group A. Upon termination of this Agreement, voluntary or otherwise, Mr. Wohlmuth shall be compensated for all accrued vacation leave. c. While employed by the City, the City shall pay the insurance premiums for a term life insurance policy in the amount of Two Hundred Thousand ($200,000) dollars. The City may select the carrier to provide coverage or compensate Mr. Wohlmuth (up to the cost of a term life policy) for life insurance payments made by him. 72500 00001\3904169 I Page 6 of 10 Contract No. C28522 (1. Mr. Wohlmuth?s duties require that he shall have available a personal automobile for his use, at all times. Mr. Wohlmuth shall also be reSponsible for the insurance (liability, property damage, and comprehensive), operating expenses, maintenance and repairs of the automobile. The City shall compensate Mr. Wohlmuth Five Hundred Dollars ($500.00) per month for such use above and beyond his stated salary and bene?ts. The City?s provision of an Auto Allowance does not preclude Mr. Wohlmuth from using City vehicles for City business during, before and after the normal workday on occasion, when appropriate. e. Mr. Wohlmuth shall have a budget of $2,500 for continuing education allowance. 9. Performance Evaluation The City shall review Mr. Wohlmuth?s performance on a one year basis and develop mutually agreeable performance goals and criteria and/or salary amounts for the subsequent year. Thereafter, in consultation with Mr. Wohlmuth, the City may change such goals and criteria, ?'om time to time. At least once annually thereafter, the City shall review Mr. Wohlmuth?s performance to determine any salary adjustment deemed apprOpriate based on his annual performance review or budget considerations. 10. Conferences, Training and Education Mr. Wohlmuth shall be reimbursed, within budget, for the cost of attending national, state and local conferences, provided the City Council explicitly approves of such attendance in advance. When possible, and in the City?s discretion, the City shall budget and pay for the cost of registration, housing, travel and subsistence related to these programs, which in the opinion of the City, serve to continue the professional development of Mr. Wohlmuth. 72500.0000n39o4i69.1 Page 7 of 10 Contract No. C28522 1 1. Arbitration Any disagreement between Mr. Wohlmuth and the City regarding Mr. Wohlmuth?s employment pursuant to this Agreement shall be subject to ?nal and binding arbitration, in accordance with the rules of the American Arbitration Association. 12. Attorneys? Fees If the services of an attorney are required by either party to secure the performance hereof, or otherwise upon the breach or default of either party, or if any juridical remedy or arbitration is necessary to enforce or interpret any provision of this Agreement, or the rights and duties of any person in relation thereof, the prevailing party shall be entitled to reasonable attorneys? fees. 13. Bonding The City shall bear the ?ll] costs of any ?delity or other bonds required of Mr. Wohlmuth under any law or ordinance. 14. General Provisions a. This Agreement supersedes any and all other agreements, either oral or written, or implied by the prior course of conduct between the parties hereto with respect to the employment of Mr. Wohlmuth by the City and contains all of the covenants and agreements between the parties with respect to the employment of Mr. Wohlmuth by the City. b. 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 any agreement, statement, or promise not contained in this Agreement shall not be valid or binding on either party. Page 8 of 10 Contract No. C28522 c. Any modi?cation of this Agreement will be effective only if made in writing and signed by both Mr. Wohlmuth and the City. d. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. c. This Agreement shall be governed by and construed in accordance with the law of the State of California. f. 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 not be construed in favor of the party receiving a bene?t nor against the party responsible for any particular language in this Agreement. g. Mr. Wohlmuth acknowledges that he has had an 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. h. The following rules shall apply in interpreting the meaning of this Agreement: "includes" and "including" are not limiting, "or" is not exclusive, (0) each reference to any gender shall include reference to all other genders, as appropriate, and "all" includes "any" and "any" includes "all. 12500.0000Iu904169 I Page 9 of 10 Contract No. C28522 i. This AgTeement shall become effective commencing March 26, 2015 M. WOHLMUTH ("effective date"). CITY OF PALM DESERT By: enl-sz cosm- SUSAN MARIE WEBER, MAYOR ATTEST: assen, City Cler City of Palm Desert APPROVED.1 AS TO FORM: Davi? Ji?Er?r?? Attorney 12500.00001\3904169.1 Page 10 of 10