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HomeMy WebLinkAboutResolution No. 6816 RESOLUTION NO. 6816 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING AN EMPLOYMENT AGREEMENT BETWEEN CHARLES S. VOSE AND THE CITY OF DOWNEY. THE CITY COUNCIL OF THE CITY OF DOWNEY DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. That certain Employment Agreement for services between the City of Downey and Charles S. Vose, attached hereto as Exhibit "A" and by this reference incorporated herein, is hereby approved, and the Mayor and City Clerk are hereby authorized and directed to execute the same on behalf of the City. SECTION 2. Said Employment Agreement provides for services commencing January 1, 2005. SECTION 3. The City Clerk shall certify to the adoption of this Resolution. APPROVED AND ADOPTED this 14th day of December, 2004. ANNE M. BAYER, May r ATTEST: KATHLEEN L. MIDSTOKKE, City Clerk I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Downey at a regular meeting thereof held on the 14th day of December , 2004, by the following vote, to wit: AYES: 4 Council Members: Gafin, Perkins, Trejo, Mayor Bayer NOES: 1 Council Member: Cartozian ABSENT: 0 Council Member: None ABSTAIN: 0 Council Member: None l KATHLEEN L. MIDSTOKKE, City Clerk EXHIBIT "A" EMPLOYMENT AGREEMENT THIS AGREEMENT is made this 14 day of DECEMBER, 2004 by and between CITY OF DOWNEY, a California municipal corporation (hereinafter referred to as "CITY ") and CHARLES S. VOSE ( "Employee "). RECITALS The City of Downey currently employs the firm of Oliver, Vose, Sandifer, Murphy & Lee, and specifically Charles S. Vose, to serve as City Attorney and as Commission General Counsel to the Community Development Commission; and CITY desires to retain in full -time employment the services of Employee as the City Attorney and as Commission General Counsel, and to provide certain economic development services on behalf of CITY; and The parties desire by this Agreement to provide the terms and conditions of the employment and the benefits to be provided by Employer to Employee and to memorialize understandings between the parties relative to inducing Employee to become an employee of CITY and to establish certain conditions of employment and to set working conditions for Employee. NOW THEREFORE, THE PARTIES AGREE: 1. Employment. CITY hereby employs Employee as City Attorney to perform the functions and duties set forth in Section 703 of the Charter for the City of Downey, as well as such other functions and duties as City Council may from time to time assign, including, but not limited to, economic development activities for the CITY. CITY agrees to employ Employee to begin January 1, 2005. 2. Best Efforts. Employee hereby agrees to perform such functions and duties on a full - time basis, to the best of his ability, and in an efficient and competent manner. 3. Term. The term of this Agreement shall be two (2) years, unless sooner terminated pursuant to this Agreement. Thereafter, Employee shall continue as an at -will employee of the CITY and shall serve at the pleasure of the City Council. 4. Appointment of City Attorney. Effective January 1, 2005, Charles S. Vose shall continue to serve as City Attorney and Commission General Counsel. As City Attorney Employee shall perform such legal services as may be required from time to time by CITY and its officers, and shall be responsible for the preparation and review of all CITY ordinances and —1— resolutions, together with agreements, deeds and other legal documents requested by CITY. Employee shall render legal advice and opinions to the City Council as requested on all matters affecting CITY. Employee shall advise boards and commissions, and the personnel of CITY, as directed by the City Council or the City Manager, and shall be available in City Hall for meetings and consultation. Employee will recommend, subject to the approval of the City Council, such attorneys to provide supporting legal services to the CITY as required. 5. General Services for Development Commission. As Commission General Counsel Employee shall perform such legal services as may be required from time to time by the Commission and its officers, and shall be responsible for the preparation and review of all agreements, deeds and other legal documents requested by Commission. The Commission General Counsel shall render legal advice and opinions to the Commission as requested on all matters affecting the Commission. 6. Special Economic Development Services. Employee shall provide special economic development services as directed by the City Council. 7. Hours of Work. Employee shall be a full -time employee of the CITY and shall remain in the exclusive employment of CITY and shall not engage in outside employment without the expressed written consent of the City Council. It is recognized that Employee must devote a great deal of time outside the normal office hours to the business of the City, and to that end, Employee will be allowed to adjust his work schedule as deemed appropriate to accomplish the CITY's business with the approval of the City Council and the City Manager. 8. Compensation. Employee shall be compensated with a base salary of $172,500 per annum. Employee shall be entitled to an increase of this base salary in the amount of 5% upon completion of the first year of employment with a satisfactory evaluation and performance as determined by the City Council. 9. Benefits. Employee shall be entitled, in addition to the compensation set forth above, the benefits comparable to those offered by CITY to executive management employees, including, but not limited to, sick leave, health and dental coverage, life insurance, public employee retirement system, administrative leave, vacation and job-related expense reimbursement consistent with adopted CITY of City Council policies. Upon execution of this Agreement, fourteen (14) days of vacation will be advanced to the Employee's account balance. 10. Office /Library /Employment Expenses. The City shall pay for the cost of books, literature, legal software, and other materials necessary to maintain an adequate legal office at City Hall as CITY deems appropriate in its discretion. In addition, the City shall pay for any hardware or software computer costs that it deems appropriate for computer communications. Subject to prior City Council authorization, CITY shall pay Employee's memberships in "standard" professional associations, including the California State Bar and City Attorneys Associations (including the attendance at such meetings of such associations conducted within —2— the State of California) and as approved by the City Council. CITY agrees to pay or to reimburse Employee for reasonable job related expenses as are submitted to the City Council for approval. 11. Indemnification. CITY shall defend, save harmless and indemnify Employee against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of any alleged act or commission occurring within the course and scope of performance of Employee's duties as set forth in this Agreement, in accordance with and subject to such conditions set forth in state law. 12. Termination and Severance Pay. (a) Employee serves at the pleasure of the City Council and CITY reserves the right to terminate the employment of Employee without cause during the term of this Agreement on the vote of three or more Council Members at a duly called Council Meeting. CITY recognizes that Employee is a member of an existing law firm in which Employee is a principal and senior partner and in accepting this full -time employment with CITY will be giving up certain benefits which Employee has accumulated in many years of private practice. CITY agrees that during the initial two year term of this Agreement if CITY terminates Employee without cause as set forth above, Employee shall be entitled to sixty (60) days written notice and severance pay in a lump sum, or, if he so elects, in reasonable number of installments, in the amount of six (6) months of the Employee's then base monthly salary rate, plus benefits, or the number of months remaining of the two years term, whichever is less. Upon notice of such termination, CITY shall continue to make contributions to the Public Employees' Retirement System in accordance with the CITY contract with PERS and the CITY's personnel rules and regulations for the same number of months as are used in calculating severance pay, as permitted by State law. (b) Employee represents that he is in good standing with the California State Bar and will continue to maintain such good standing while an employee of the CITY. Termination for cause shall be limited to Employee's failure to maintain this good standing with the California State Bar or the Employee's commission of an illegal act punishable as a misdemeanor or felony involving personal gain to him, in which case the City Council may immediately terminate the employment of Employee without any severance pay as set forth in the above paragraph. (c) At the end of the initial two year term of this Agreement, Employee may be terminated without cause by the City Council upon providing thirty (30) days written notice and three (3) months severance pay at the Employee's then base monthly salary rate, plus benefits. At any time Employee may terminate this Agreement upon sixty (60) days written notice to the City Council. —3— 13. California Law. This Agreement is drawn to be effective in and shall be construed in accordance with the laws of the State of California. This agreement shall be effective as of January 1, 2005. If any provision or any portion hereof contained in this Agreement is held to be unconstitutional, invalid or unenforceable, the remainder of this Agreement or portion thereof shall be deemed severable and shall not be affected and shall remain in full force and effect. IN WITNESS WHEREOF, CITY and Employee have executed this agreement as of the date first written above. CITY OF DOWNEY, a municipal corporation p f ! By: .�_. ANNE M. BAYER, Mayor ATTEST: j __Y:fteda/zA2L: 1 KATHLEEN L. MIDSTOKKE, City Clerk EMPLOYEE By: CHARLES S. VOSE, City Attorn y —4— EMPLOYMENT AGREEMENT THIS AGREEMENT is made this 14 day of DECEMBER, 2004 by and between CITY OF DOWNEY, a California municipal corporation (hereinafter referred to as "CITY ") and CHARLES S. VOSE ( "Employee "). RECITALS The City of Downey currently employs the firm of Oliver, Vose, Sandifer, Murphy & Lee, and specifically Charles S. Vose, to serve as City Attorney and as Commission General Counsel to the Community Development Commission; and CITY desires to retain in full -time employment the services of Employee as the City Attorney and as Commission General Counsel, and to provide certain economic development services on behalf of CITY; and The parties desire by this Agreement to provide the terms and conditions of the employment and the benefits to be provided by Employer to Employee and to memorialize understandings between the parties relative to inducing Employee to become an employee of CITY and to establish certain conditions of employment and to set working conditions for Employee. NOW THEREFORE, THE PARTIES AGREE: 1. Employment. CITY hereby employs Employee as City Attorney to perform the functions and duties set forth in Section 703 of the Charter for the City of Downey, as well as such other functions and duties as City Council may from time to time assign, including, but not limited to, economic development activities for the CITY. CITY agrees to employ Employee to begin January 1, 2005. 2. Best Efforts. Employee hereby agrees to perform such functions and duties on a full - time basis, to the best of his ability, and in an efficient and competent manner. 3. Term. The term of this Agreement shall be two (2) years, unless sooner terminated pursuant to this Agreement. Thereafter, Employee shall continue as an at -will employee of the CITY and shall serve at the pleasure of the City Council. 4. Appointment of City Attorney. Effective January 1, 2005, Charles S. Vose shall continue to serve as City Attorney and Commission General Counsel. As City Attorney Employee shall perform such legal services as may be required from time to time by CITY and its officers, and shall be responsible for the preparation and review of all CITY ordinances and —1— resolutions, together with agreements, deeds and other legal documents requested by CITY. Employee shall render legal advice and opinions to the City Council as requested on all matters affecting CITY. Employee shall advise boards and commissions, and the personnel of CITY, as directed by the City Council or the City Manager, and shall be available in City Hall for meetings and consultation. Employee will recommend, subject to the approval of the City Council, such attorneys to provide supporting legal services to the CITY as required. 5. General Services for Development Commission. As Commission General Counsel Employee shall perform such legal services as may be required from time to time by the Commission and its officers, and shall be responsible for the preparation and review of all agreements, deeds and other legal documents requested by Commission. The Commission General Counsel shall render legal advice and opinions to the Commission as requested on all matters affecting the Commission. 6. Special Economic Development Services. Employee shall provide special economic development services as directed by the City Council. 7. Hours of Work. Employee shall be a full -time employee of the CITY and shall remain in the exclusive employment of CITY and shall not engage in outside employment without the expressed written consent of the City Council. It is recognized that Employee must devote a great deal of time outside the normal office hours to the business of the City, and to that end, Employee will be allowed to adjust his work schedule as deemed appropriate to accomplish the CITY's business with the approval of the City Council and the City Manager. 8. Compensation. Employee shall be compensated with a base salary of $172,500 per annum. Employee shall be entitled to an increase of this base salary in the amount of 5% upon completion of the first year of employment with a satisfactory evaluation and performance as determined by the City Council. 9. Benefits. Employee shall be entitled, in addition to the compensation set forth above, the benefits comparable to those offered by CITY to executive management employees, including, but not limited to, sick leave, health and dental coverage, life insurance, public employee retirement system, administrative leave, vacation and job- related expense reimbursement consistent with adopted CITY of City Council policies. Upon execution of this Agreement, fourteen (14) days of vacation will be advanced to the Employee's account balance. 10. Office/Librarv/Emplovment Expenses. The City shall pay for the cost of books, literature, legal software, and other materials necessary to maintain an adequate legal office at City Hall as CITY deems appropriate in its discretion. In addition, the City shall pay for any hardware or software computer costs that it deems appropriate for computer communications. Subject to prior City Council authorization, CITY shall pay Employee's memberships in "standard" professional associations, including the California State Bar and City Attorneys Associations (including the attendance at such meetings of such associations conducted within the —2— State of California) and as approved by the City Council. CITY agrees to pay or to reimburse Employee for reasonable job related expenses as are submitted to the City Council for approval. 11. Indemnification. CITY shall defend, save harmless and indemnify Employee against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of any alleged act or commission occurring within the course and scope of performance of Employee's duties as set forth in this Agreement, in accordance with and subject to such conditions set forth in state law. 12. Termination and Severance Pay. (a) Employee serves at the pleasure of the City Council and CITY reserves the right to terminate the employment of Employee without cause during the term of this Agreement on the vote of three or more Council Members at a duly called Council Meeting. CITY recognizes that Employee is a member of an existing law firm in which Employee is a principal and senior partner and in accepting this full -time employment with CITY will be giving up certain benefits which Employee has accumulated in many years of private practice. CITY agrees that during the initial two year term of this Agreement if CITY terminates Employee without cause as set forth above, Employee shall be entitled to sixty (60) days written notice and severance pay in a lump sum, or, if he so elects, in reasonable number of installments, in the amount of six (6) months of the Employee's then base monthly salary rate, plus benefits, or the number of months remaining of the two years term, whichever is less. Upon notice of such termination, CITY shall continue to make contributions to the Public Employees' Retirement System in accordance with the CITY contract with PERS and the CITY's personnel rules and regulations for the same number of months as are used in calculating severance pay, as permitted by State law. (b) Employee represents that he is in good standing with the California State Bar and will continue to maintain such good standing while an employee of the CITY. Termination for cause shall be limited to Employee's failure to maintain this good standing with the California State Bar or the Employee's commission of an illegal act punishable as a misdemeanor or felony involving personal gain to him, in which case the City Council may immediately terminate the employment of Employee without any severance pay as set forth in the above paragraph. (c) At the end of the initial two year term of this Agreement, Employee may be terminated without cause by the City Council upon providing thirty (30) days written notice and three (3) months severance pay at the Employee's then base monthly salary rate, plus benefits. At any time Employee may terminate this Agreement upon sixty (60) days written notice to the City Council. — 3 — 13. California Law. This Agreement is drawn to be effective in and shall be construed in accordance with the laws of the State of California. This agreement shall be effective as of January 1, 2005. If any provision or any portion hereof contained in this Agreement is held to be unconstitutional, invalid or unenforceable, the remainder of this Agreement or portion thereof shall be deemed severable and shall not be affected and shall remain in full force and effect. IN WITNESS WHEREOF, CITY and Employee have executed this agreement as of the date first written above. ATTEST: KATHLEEN L. MIDSTOKKE KATHLEEN L. MIDSTOKKE, City Clerk CITY OF DOWNEY, a municipal corporation By: ANNE M. BAYER ANNE M. BAYER, Mayor EMPLOYEE By: CHARLES S. VOSE CHARLES S. VOSE, City Attorney