HomeMy WebLinkAbout25H - AGMT APPOINT RAUL GODINEZ AS CMOREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
OCTOBER 17, 2017
TITLE:
APPROVAL OF AGREEMENT
TO APPOINT RAUL GODINEZ
Ac r1TV MANIAnFR
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1e Reading
❑ Ordinance on 2"" Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Direct and authorize the Mayor and the Clerk of the Council to execute the attached agreement
appointing Raul Godinez as the City Manager for the City of Santa Ana.
DISCUSSION
The City Charter Section 500 authorizes the City Council to appoint a City Manager. The City
Manager is the chief administrative officer of the City who, under the direction of the City Council,
is responsible for the proper administration of all affairs of the City.
Mr. Godinez is currently the Public Works Director for the City of Lynwood. Prior to that he was
the City Manager for the City of EI Monte, a position he held for two years. In that capacity he
oversaw a full service city with 292 employees, 8 departments and an annual operating budget of
$51 million. Prior to being appointed City Manager in EI Monte he served as the. Executive
Director of Public Works for the City of Santa Ana from 2009 through 2013. He also served as
the Director of the Public Works Agency for the City of Oakland from 2004 to 2009. All told'Mr.
Godinez brings 20 years of Public Administration experience to the position. In addition Mr.
Godinez serves as an elected official for 5 years. Mr. Godinez obtained his Bachelor of Science in
Civil Engineering from California State University Northridge in 1987. He is a member of the
International City/County Management Association and is fluent in Spanish.
The proposed, Employment Agreement, a copy of which is attached as Exhibit A, is the
agreement staff is recommending the Council approve to appoint Mr. Godinez as City Manager.
The agreement is for a three year period and pursuant to the Charter automatically renews
absent Council action to the contrary. The agreement provides for an annual salary of $285,000
and other benefits as detailed in the contract. The estimated first year cost of the contract is
$513,206 and with an estimated cost of $513,206 in years two and three. A spreadsheet
detailing the cost is attached as exhibit B.
25H-1
Approval of Agreement to Appoint Raul Godinez as City Manager
October 17, 2017
Page 2
FISCAL IMPACT
Funds are in the amount of $342,178 (represents 8 months) are available in the Fiscal Year
2017/18 City Manager's Office account 01103010- various.
L;idward Ra a
Executive Directpr
Personnel Services Agency
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance & Management Services Agency
Exhibits: 1. City Manager Employment Agreement
2. City Manager Contract Cost
25H-2
EXHIBIT 1
CITY OF SANTA ANA
CITY MANAGER EMPLOYMENT AGREEMENT
This City Manager Employment Agreement ("Agreement") is entered into as of
the 17th day of October, 2017 (the "Effective Date"), between the City of Santa Ana (hereinafter
referred to as the "City") and Raul Godinez (hereinafter referred to as the "City Manager" or the
"Employee"). City and City Manager/Employee are sometimes referred to in this Agreement as
"Party" and collectively as "Parties."
RECITALS
WHEREAS, the City Council of the/,,City.`desires to, appoint and employ
Employee as City Manager pursuant to the Charter ofthe City of Santa Ana ("City Charter"),
and fe
WHEREAS, the Employee desires to aceept,the a ointment as the City Manager
of the City, and
WHEREAS, it is the desire; of the City Council`and,Employee to set forth certain
benefits, establish certain conditions of employment and to set certain working conditions of the
City Manager in an Employment Agreemeni�^,
NOW, THEREFORE, the above,named Pariies hereby mutually agree and
promise as follows:,
1. T&ni/Automatic Annual
f This Agreement,�iall be deemed effective for a three (3) year term beginning on
November' 1, 2017'"`and`-termmatmg on November 1, 2020, unless terminated earlier in
accordance with Section 9 hereof. This -initial three (3) year term will, pursuant to the provisions
below, automatically extend_ from ye& to year unless City Council takes action to prevent the
automatic eXtension. In the event the City Council does not want this Agreement to
automatically extend, it will provide written notice to City Manager that the Agreement will not
be extended and co sequently; will terminate as of the end of the current term.
If action . is not taken by City Council within three (3) months before the
expiration of the initial term of this Agreement on November 1, 2020, this Agreement shall on
November 1, 2020, automatically extend for one (1) year from November 1, 2020 until
November 1, 2021. For each succeeding year that the City Council does not take action to
extend or terminate this Agreement by three (3) months before the then current end of the
Agreement, the Agreement shall automatically extend for an additional year. For example, if
action is not taken by the City Council to extend or terminate this Agreement by November 1,
2021, the Agreement shall on that date automatically extend for one (1) year from November 1,
2021, to November 1, 2022, and if the City Council doesn't take action to extend or terminate
55394.00000\8170424.1 25H-3
this Agreement by November 1, 2022, it will automatically extend for one (1) year from
November 1, 2022 to November 1, 2023.
2. Compensation.
2.1 Salary
(a) Annual Salary
City agrees to pay City Manager, and City Manager agrees
"to, accept from City, as
compensation for services rendered by City Manager pursuant to,;this Agreement, an annual base
salary, commencing on the Effective Date, in the amount of two Hundred and eight five thousand
dollars ($ 285,000.00) (hereinafter "Annual Base Salary"),"`payable'in installment payments in
the same manner and at the same times as salaries of otkier„executive managers of the City are
paid.
4
The term "Annual Base Salary” as used -,in this Agreement shall also iuclude any
such adjustments approved by the City Council other than,,payments not eligible�io be added to
the City Manager's Annual Base Salary pursuant to the terms',of any applicable salary resolution
of City. The term "Monthly Base Salary" ,;as used in this Agreement shall mean a sum of money
equal to one -twelfth (1/12) of City Manager's Annual Base Salary as defined herein.
(b)
Performance Bonus
Each fiscal year, commencing kith"the fiscal?year that starts on July 1, 2018, the
City Council may grant' to City Manager a performance bonus. Whether or not to grant a bonus
and the amount of;•;any `such bonus shall be in the sole discretion of the City Council. The
decision by the City Council „regarding the perforriance bonus shall be made for each fiscal year
at the time the City Council ;is providing''the-performance evaluation of City Manager required
by paragraph, 3 of this Agreement:
It is the understanding and,'ntent of the City and City Manager that performance
bonuses'%are .,.not reportable to the; California State Public Employees Retirement System
("CalPERS".), 'and are not 'Yo be included in the calculation of City Manager's retirement
allowance. Performance bonuses are not added to the annual base salary.
t'
2.2 "',,"Benefts
1..
2.2.1 'General Benefits
In addition, and except as otherwise specified herein, City Manager shall receive
all such other benefits that are applicable to executive managers of the City as of the Effective
Date of this Agreement, including but not limited to medical insurance, dental insurance, long
term disability insurance, life insurance, sick leave, holidays, vacation, bereavement and family
illness leave, physical examinations, participation in retirement system and participation in the
City's retiree medical program in the same manner as other City executive managers as
2SH-4
described in Exhibit "A" attached hereto. Where this Agreement differs from The Executive
Management benefits Resolution attached as Exhibit "A," this Agreement shall be primary and
the Resolution secondary.
2.2.2 Deferred Compensation
City Manager shall receive deferred compensation pursuant to the City's 457 plan
in the maximum annual amount currently allowed under the City sponsored 457 plan
($18,000.00 or an additional $6,000.00 if eligible for "Catch Up contribution").
2.2.3 Sick Leave Bank
City Manager shall accrue Sick Leave at a monthly rate equal to 96 hours per
year. ,3
2.2.4 Sick Leave Cash Out Allowance
City Manager will be entitled to cash out;.8'hours-of sick leave per month.
2.2.5 Vacation Allowance
Upon employment with City, City Manager shall be awarded a bank of 80 hours
of vacation leave and shall accrue monthly''rate equal .to 16,0 hour;'per year. City manager shall
accumulate 100 hours per year of managemerit`yacation
2.2.6 ,CalPERS Membership
As a classic member` --under Ca1PERS,'City Manager will be enrolled in the 2.7%
at age 55 benefit ,formula -and •shall ,be responsible for paying the corresponding employee
contribution. per. CalJ'RERS requirements as hey exist today or as may be amended by the
legislature.' As of the effective date of this Agreement the applicable contribution rate for
miscellaneous classic members is
2.2.7 Life Insurance
City will purchase life insurance for City Manager in the amount of five hundred
thousand dollars ($500;000):
3. 'Performance Evaluation.
The Mayor and the City Council are responsible for setting performance goals on
an annual basis in consultation with the City Manager. The City Council shall review and
discuss City Manager's performance in or around July of each year commencing in 2018.
However, Employee acknowledges and accepts the fact that the City Council as Employer has
the right to schedule and an evaluation session at any time in accordance with the notice and all
other requirements of the Brown Act.
25H-5
4. Bonds.
City shall bear the full cost of any fidelity or other bonds required of City
Manager under any law or ordinance.
5. Transportation and General Business Expenses.
5.1 Vehicle Provision
City shall provide City Manager with a vehicle, as'well as fuel, maintenance and
liability insurance for said vehicle, for City Manager's use in.coriiinuting, in the performance of
his employment duties and for incidental personal use or in alternative a monthly allowance
of $500.
5.2 General Business Expenses
A. City agrees to budget andpayfor'professional dues and subscriptions for
City Manager necessary for his continuation and participation in national, regional, state and
local boards, task -forces, conferences and meetings, associations, and organizations desirable for
City Manager's continued participation;;! professional growth,' and advancement, and for the
benefit of the City. >
B. City agrees to budget and pay for travel`and subsistence expenses of City
Manager for professional -'and official travel, Ward and task=force meetings, and occasions to
adequately continue the professional development of City Manager and to pursue necessary
official functions fortity,.,
C. City shall provrde;Crty-;Manager with the necessary technology tools,
including rand not limited to' computer, software, cell phone and such other technologies as
required, y City Manager to perforrri his duties and to maintain communications.
,r.
6. Abuse�of Office or Position.
Pursuant, to.' Government Code Sections 53243, 53243.1 and 53243.2, which
became effective on January 1, 2012, if City Manager is convicted of a crime involving an abuse
of his office or position, all of the following shall apply: (1) if Manager is provided with
administrative leave pay pending an investigation, City Manager shall be required to fully
reimburse City such amounts paid; (2) if City pays for the criminal legal defense of City
Manager (which would be in its sole discretion, as it is generally not obligated to pay for a
criminal defense), 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 City Manager may receive from City shall be fully reimbursed to City or void if
not yet paid to 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
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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 appropriate Party as follows:
If to City: City Attorney
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92702
If to City Manager:
City Manager.,
City of Santa Ana' ,.
20 Civic Center Plaza.
Santa Ana, CA 92702;!;';
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.
8. Duties, Acceptance ofAppoWiriient,'Hoi rs of Work, Regional
Liaison.
8.1 ,r.,`' -Duties
City herebyagrees to emp.16y Employee as City Manager of the City of Santa Ana
to perform the functions and duties specified in, the City Charter of the City of Santa Ana, and to
perform such other legallypermi'ssible, duties and functions as the City Council may from time to
time assign, consistent with the provisions'of section 11 hereof.
of Appointment
Employee heieby accepts the appointment as City Manager of the City of Santa
Ana subject to all terns and'conditions set forth in this Agreement.
8.3 Hours of Work
It is recognized that City Manager devotes a great deal of time outside the normal
City Hall office -hours schedule, and to that end, City Manager shall be allowed to establish his
work schedule, taking into consideration that he is responsible for the supervision of employees
and has responsibilities to serve all departments of the City.
25H-7
9. Termination.
9.1 At -Will Employee
Employee shall serve 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 City Manager at
any time, at the sole discretion of the City Council, as provided in the City Charter. This
Agreement may be terminated as follows.
9.2 Termination - Council Vote
As required in Section 500 of the City Charter; the City. Council may remove the
City Manager by motion adopted by the affirmative votes,• ofrat least two,thirds (2/3) of the
members of the City Council. At least thirty(30),,days b'bfore such removal shall become
effective, the City Council shall by resolution adopted by the, affirmative voles 'of at,least two-
thirds(2/3) of the members of the City Council state theaeasons in writing for the removal of the
City Manager. „
g
9.3 Termination - Chane,n Form of Government
If any of the governing policies pertaining -to the role, power, duties, authority, or
responsibilities of City Manager are amended -to substantially change City's form of government,
either by action of the City Council, a duly pagsed initiative "measure or state legislation, City
Manager shall have the'rght to'terminate the Agreement.
9.4 Reduction of Salary or Benefits
If the City Council reduces the Annual Base Salary or any other financial benefit
of the City Manager'iri a percentage'that is greater than the average reduction of base salary for
all executive managers ofthe City, such action shall constitute a termination of this Agreement.
9.5 Resignation
I,
City Manager may voluntarily resign his position as City Manager, after giving
City at least sixty (60j':day's 'written notice prior to the effective date of such resignation, unless -
such notice is waivedrin'whole or part by the City Council. In the event the City Manager
resigns from his employment with City, the City Manager shall not be entitled to any Severance
Pay.
9.6 Severance
In the event this Agreement is terminated prior to or on November 1, 2018,
pursuant to any one of sections 9.2, 9.3 or 9.4 of this Agreement, the City Manager shall receive
a severance payment, in a lump sum, equal to eighteen (18) months of City Manager's then
25W-8
monthly Base Salary and benefits ("Severance Pay") in accordance with the provisions of this
Agreement. In the event this Agreement is terminated after November 1, 2018, pursuant to any
one of sections 9.2, 9.3 or 9.4 of this Agreement, the City Manager shall receive a severance
payment, in a lump sum, equal to twelve (12) months of City Manager's then monthly Base
Salary ("Severance Pay") in accordance with the provisions of this Agreement. A Severance Pay
payment shall be City Manager's sole remedy for termination under sections 9.2, 9.3 or 9.4 of
this Agreement. The Severance Pay shall be paid after the City Manager executes a waiver and
release agreement prepared by the City Attorney in a form substantially similar to that one set
forth as Exhibit `B-1" of Exhibit `B-2" to this Agreement.
Notwithstanding any provision of this Agreement to the -co, ntrary, City may terminate
City Manager's employment for cause at any time and without,prior notice, and if City Manager
is terminated for cause, City Manager shall not be entitled `to 'payment of severance
compensation or any other compensation or damages., Cause" shall include the following
reasons: "
(a) Conviction of a crime, whether misdemeanor or a felony, involving moral turpitude.
For purposes of this paragraph, a plea of nolo contendere shall also be considered•a conviction.
(b) City Manager is determined by a coureof'eompetent jurisdiction.or�the State of
California Fair Political Practices Commission to have knowingly and unlawfully participated in
a governmental decision in which he had, a conflict of interest,as defined in Government Code
Section 87100, et seq. or Government Code'Section 1090 et seq,
(c) Failure to follow a lawful directive. of the Council after written notice of said failure
is provided to City Manager approved by,fiive (5). or more affirmative notes of its seven (7)
members.
(d) Continued abuse of drugs or alcohol that materially affects the performance of the
City Manager's duties.,;
(e) Repeated;! and,,protracte& unexcused "absences from the City Manager's office and
duties.
10." `' -;,General Pro visions.
�10.1 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'''execnted by the Parties hereto.
10.2 ,,Each Party agrees and acknowledges that no representations, inducements,
promises, or agreements, oral 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.
10.3 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.
25H-9
10.4 This Agreement shall be governed by and construed in accordance with
the law of the State of California.
10.5 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 not be construed in favor of the Party receiving a benefit nor against the Party
responsible for any particular language in this Agreement.
10.6 Employee 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.
11. Intentionally Left Blank
12. Communications in the Event of Termination
12.1 In the event the City terminates, Employee for any reason or no
reason, the City and Employee agree'that no member o'the'City Council or City employees
acting on behalf of the City shall make any written, oral; .,oi electronic statement to any
member of the public, the press, or�';'any., city employee'` concerning the Employee's
termination except in the form of a joint,.press release or statement, which is mutually
agreeable to the City and the Employee.`,p
,;;The1Joirit�ress;release or statement shall not
contain any text or information that is disparaging to either>Party. Either Party may verbally
repeat the substance of.tbe joint press release "or statement in response to any inquiry.
13. IndemnifYcation
13.1 'City shall defend, hold harmless and indemnify 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 City
Manager's duties or resulting from the,exercise of his judgment or discretion in connection with
the performance of his duties. City shall not unreasonably refuse to provide for legal
representation at City's expense. Legal representation, provided by City for City Manager, shall
extend until a final` determination of the legal action including any and all losses, damages,
judgments, interestssettlements, fines, court costs, and the reasonable costs and expenses of
legal proceedings, including appeals, and including attorneys' fees, and expert witness fees and
11
all other trial and app'ellate costs, and other liabilities incurred, imposed upon, or suffered by
such City Manager in connection with or resulting from any claim, action, suit, or proceeding,
actual or threatened, arising out of or in connection with the performance of City Manager's
duties.
13.2 City agrees to pay all reasonable litigation expenses of City Manager
throughout pendency of any City -related litigation to which City Manager is a party, witness or
25H-10
advisor to the City. Such expense payments shall continue beyond City Manager's employment
with the City as long as litigation is pending. Post -employment, City agrees to pay City Manager
for reasonable consulting fees, travel expenses and other costs, when City Manager serves as a
witness, advisor or consultant to City regarding pending litigation.
IN WITNESS WHEREOF, the Parties have executed this City Manager Employment
Agreement as of the day of , 2017.
EMPLOYEE/CITY MANAGER
YJ
t,f r
Name
CITY OF SANTA ANA Approved as to Form:
� E.
riia R. Carvalho, Best Best &Krieger
Miguel A. Pulido So
Mayor City Attorney
ATTEST: `,..
25H111
25FP-1 2
q.
JJ
25FP-1 2
Exhibit `B-1"
WAIVER AND RELEASE
I, the undersigned, do hereby acknowledge and attest that I have read and understood
section 9.6 of my Employment Agreement with the City of Santa Ana and hereby agree that by
accepting eighteen (18) months Severance Pay in the amount of $ [18 x current monthly
compensation) I agree to waive all rights to further claims, remedies, or legal action against the
City, its officers and employees.
In exchange for receipt of the Severance Payment I and my representatives, heirs,
successors, and assigns do hereby completely release and forever discharge the City of Santa
Ana and its related entities and their present and former officers, directors, council members,
agents, employees, attorneys, and successors (collectively, "Released Parties") from all claims,
rights, demands, actions, obligations, liabilities, and causes of action of every kind and character,
known or unknown, mature or unmatured, which I may have now or in the future arising from
any act or omission or condition occurring on or prior to the date this waiver is signed whether
based on tort, contract (express or implied), or any federal, state, or local law, statute, or
regulation (collectively, the "Released Claims"). Released Claims shall also include, but not be
limited to, claims for wages or other compensation due, severance pay, bonuses, sick leave,
vacation pay, life or health insurance, or any other fringe benefit j
Employee knowingly and voluntarily waives any and all rights or benefits that he may
now have, or in the future may have, under the terms of Section 1542 of the California Civil
Code, which provides as follows:;
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
By initialing below, the Employee acknowledges that he or she has read and
understands this waiver and voluntarily and knowingly is waiving his right under
Section 1542 to pursue unknown or unanticipated claims, rights, demands,
actions, obligations, liabilities and causes of action of any kind.
1 rel
Initials of Employee
25H.113
Employee shall not file any claim, sue or initiate, against any Released Party, any
compliance review, action, or proceeding, or participate in the same, individually or as a member
of a class, under any contract (express or implied), or any federal, state, or local law, statute, or
regulation pertaining in any manner to the Released Claims.
Approved and Agreed to By:
251-14
Exhibit `B-2"
WAIVER AND RELEASE
I, the undersigned, do hereby acknowledge and attest that I have read and understood
section 9.6 of my Employment Agreement with the City of Santa Ana and hereby agree that by
accepting twelve (12) months Severance Pay in the amount of $ [12 x current monthly
compensation] I agree to waive all rights to further claims, remedies, or legal action against the
City, its officers and employees.
In exchange for receipt of the Severance Payment I and my representatives, heirs,
successors, and assigns do hereby completely release and forever discharge the City of Santa
Ana and its related entities and their present and former officers, directors, council members,
agents, employees, attorneys, and successors (collectively, "Released Parties") from all claims,
rights, demands, actions, obligations, liabilities, and causes of action of every kind and character,
known or unknown, mature or unrnatured, which I may have now or in the future arising from
any act or omission or condition occurring on or prior to the date this waiver is signed whether
based on tort, contract (express or implied), or any federal, state, or local law, statute, or
regulation (collectively, the "Released Claims"). Released Claims shall also include, but not be
limited to, claims for wages or other compensation due, severance pay, bonuses, sick leave,
vacation pay, life or health insurance, or any other fringe benefit.
Employee knowingly and voluntarily waives any and all rights or benefits that he may
now have, or in the future may have, under the terms of Section 1542 of the California Civil
Code, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
By initialing below, the Employee acknowledges that he or she has read and
understands this waiver and voluntarily and knowingly is waiving his right under
Section 1542 to pursue unknown or unanticipated claims, rights, demands,
actions, obligations, liabilities and causes of action of any kind.
Initials of Employee
25H1315
Employee shall not file any claim, sue or initiate, against any Released Party, any
compliance review, action, or proceeding, or participate in the same, individually or as a member
of a class, under any contract (express or implied), or any federal, state, or local law, statute, or
regulation pertaining in any manner to the Released Claims.
Approved and Agreed to By:
a
25W-16
CITY MANAGER CONTRACT COST
BENEFIT
YEAR 1
Salary
$285,000
City Paid Deferred Compensation (457)
$24,000
CalPERS City contribution
$96,900
Maximum City Paid Medical Insurance
$19,260
Maximum Dental Insurance contribution
$1,320
Life Insurance City paid premium
$439
Long Term Disability City Paid premium
$316
Retirement Health Savings Contribution
$4,987
100 Hours of Management Leave
$13,700
80 Hours Vacation Bank
$10,960
160 Annual Vacation accrual
$21,920
96 hours Annual Sick Leave accrual
$13,152
96 hours Annual Holiday leave accrual
$13,152
* $500 a month in lieu of City vehicle
$6,000
Bi -Lingual Pay @ $175.00 month
$2,100
ANNUAL TOTAL
$513,206
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EXHIBIT 2
25H-18
REVISED
City Manager Employment agreement introduced and approved
at the City Council meeting of October 17, 2017.
25H-19
CITY OF SANTA ANA
CITY MANAGER EMPLOYMENT AGREEMENT
This City Manager Employment Agreement ("Agreement") is entered into as of the
17th'day of October, 2017 (the "Effective Date"), between the City of Santa Ana (hereinafter
referred to as the "City") and Raul Godinez (hereinafter referred to as the "City Manager' or the
"Employee"). City and City Manager/Employee are sometimes referred to in this Agreement as
"Party" and collectively as "Parties."
RECITALS
WHEREAS, the City Council of the City desires to appoint and employ Employee
as City Manager pursuant to the Charter of the City of Santa Ana ("City Charter"), and
WHEREAS, the Employee desires to accept the appointment as the City Manager
of the City, and
WHEREAS, it is the desire of the City Council and Employee to set forth certain
benefits, establish certain conditions of employment and to set certain working conditions of the
City Manager in an Employment Agreement.
NOW, THEREFORE, the above named Parties hereby mutually agree and promise
as follows:
1. Term/Automatic Annual Renewal
This Agreement shall be deemed effective for a three (3) year term beginning on
November 1, 20t7 and terminating on November I, 2020, unless terminated earlier in accordance
with Section 9 hereof. This initial three (3) year term will, pursuant to the provisions below,
automatically extend from year to year unless City Council takes action to prevent the automatic
extension. In the event the City Council does not want this Agreement to automatically extend, it
will provide written notice to City Manager that the Agreement will not be extended and
consequently will terminate as of the end of the current term.
If action is not taken by City Council within three (3) months before the expiration
of the initial term of this Agreement on November I, 2020, this Agreement shall on November 1,
2020, automatically extend for one (1) year from November 1, 2020 until November 1, 2021. For
each succeeding year that the City Council does not take action to extend or terminate this
Agreement by three (3) months before the then current end of the Agreement, the Agreement shall
automatically extend for an additional year. For example, if action is not taken by the City Council
to extend or terminate this Agreement by November I, 2021, the Agreement shall on that date
automatically extend for one (1) year from November I, 2021, to November 1, 2022, and if the
City Council doesn't take action to extend or terminate this Agreement by November I, 2022, it
will automatically extend for one (1) year from November I, 2022 to November I, 2023.
55394.00000181104'_41
25H-20
2. Compensation.
2.1 Annual Salary
City agrees to pay City Manager, and City Manager agrees to accept from City, as
compensation for services rendered by City Manager pursuant to this Agreement, an annual base
salary, commencing on the Effective Date, in the amount of two hundred and eight five thousand
dollars (S 285,000.00) (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.
The term "Annual Base Salary" as used in this Agreement shall also include any
such adjustments approved by the City Council other than payments not eligible to be added to the
City Manager's Annual Base Salary pursuant to the terms of any applicable salary resolution of
City. The term "Monthly Base Salary" as used in this Agreement shall mean a sum of money
equal to one -twelfth (1/12) of City Manager's Annual Base Salary as defined herein.
Formatted: Font color: Red
gaeli fiscayear,l with the fiscal yea_ that Starts OR jaly 1, 2019,
and the amount of any sueh bom s shall 4e, in ths, sole discretion of the Gity Grimed. The decisten
by die C ty Caumpil fe.-AFO'n. P . nerfeftnanee bonus shall be made for each fiscal year at the time
...., ...y ...,.....,.. .s PFGN iding the Petfiamumee evalHation 8f Gio Manager Fequifed by PaFaggaph
3 of this Aggeeffieflt.
It . the Jfld..."t"^d'^e and intent of the Cit. , Ci Manage_ that ^_o..mtane
bonuses are not fepeFtable to the California State Pulsiie Employees Retirement System
("GaIPERS"), and afe not to t.eincluded in the ealoulatien
of City �n.,..ager"_"t:.. ement "lO i;2
n"-f^_^..nee bonsare add"d tt.""^^ " u""""
2.2 Benefits
2.2.1 Intentionally Lett Blank .Genei:al Benefits
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2-2�Intentionally Left Blank. n�''�--�a�,a;.
2.2.3 Sick Leave Bank
City Manager shall accrue Sick Leave at a monthly rate equal to 96 hours per year.
2.2.4 Sick Leave rash ^ it A„' ----Accrual
City Manager will be entitled to cash on accrue 8 hours of sick leave per month.
2.2.5 Vacation Allowance
Upon employment with City, City Manager shall be awarded a bank of 80 hours of
vacation leave and shall accrue monthly rate equal to 160 hour per year. City manager shall
accumulate 100 hours per year of management vacation.
2.2.6 CalPERS Membership
As a classic member under CalPERS, City Manager will be enrolled in the 2.7% at
age 55 benefit formula and shall be responsible for paying the corresponding employee
contribution per Cal PERS requirements as they exist today or as may be amended by the
legislature. As of the effective date of this Agreement the applicable contribution rate for
miscellaneous classic members is 8%.
2.2.7 Lite Insurance
City will purchase life insurance for City Manager in the amount of five hundred
thousand dollars ($500,000).
3. Performance Evaluation.
The Mayor and the City Council are responsible for setting performance goals on
an annual basis in consultation with the City Manager. The City Council shall review and discuss
City Manager's performance in or around July of each year commencing in 2018. However,
Employee acknowledges and accepts the fact that the City Council as Employer has the right to
schedule and an evaluation session at any time in accordance with the notice and all other
requirements of the Brown Act.
4. Bonds.
City shall bear the full cost of any fidelity or other bonds required of City Manager
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under any law or ordinance.
5. Transportation and General Business Expenses.
5.1 Vehicle Provision
City shall provide City Manager with a vehicle, as well as fuel, maintenance and
liability insurance for said vehicle, for City Manager's use in commuting, in the performance of
his employment duties and for incidental personal use or in the alternative a monthly allowance of
$500.
5.2 General Business Expenses
A. City agrees to budget and pay for professional dues and subscriptions for
City Manager necessary for his continuation and participation in national, regional, state and local
boards, task -forces, conferences and meetings, associations and organizations desirable for City
Manager's continued participation, professional growth, and advancement, and for the benefit of
the City.
B. City agrees to budget and pay for travel and subsistence expenses of City
Manager for professional and official travel, board and task -force meetings, and occasions to
adequately continue the professional development of City Manager and to pursue necessary
official functions for City.
C. City shall provide City Manager with the necessary technology tools,
including and not limited to computer, software, cell phone and such other technologies as required
by City Manager to perform his duties and to maintain communications.
Abuse. of Office or Position.
Pursuant to Government Code Sections 53243, 53243.1 and 53243.2, which
became effective on January I, 2012, if City Manager is convicted of a crime involving an abuse
of his office or position, all of the following shall apply: (1) if Manager is provided with
administrative leave pay pending an investigation, City Manager shall be required to fully
reimburse City such amounts paid; (2) if City pays for the criminal legal defense of City Manager
(which would be in its sole discretion, as it is generally not obligated to pay for a criminal defense),
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 City Manager may receive from City shall be fully reimbursed to City or void if not yet paid
to City Manager. For purposes of this Section, abuse of office or position means either: (t) 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 I of the Penal Code.
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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 appropriate Party as follows:
If to City: City Attorney
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92702
If to City Manager: Raul Godinez
City Manager
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92702
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.
8. Duties, Acceptance of Appointment. Hours of Work, Regional
Liaison.
8.1 Duties
City hereby agrees to employ Employee as City Manager of the City of Santa Ana
to perform the functions and duties specified in the City Charter of the City of Santa Ana, and to
perform such other legally permissible duties and functions as the City Council may from tune to
time assign, consistent with the provisions of section 1 I hereof.
8.2 Acceptance of Appointment
Employee hereby accepts the appointment as City Manager of the City of Santa
Ana subject to all terms and conditions set forth in this Agreement.
8.3 Hours of Work
It is recognized that City Manager devotes a great deal of time outside the normal
City Hall office -hours schedule, and to that end, City Manager shall be allowed to establish his
work schedule, taking into consideration that he is responsible for the supervision of employees
and has responsibilities to serve all departments of the City -
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9. Termination.
9.1 At -Will Employee
Employee shall serve 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 City Manager at any time, at
the sole discretion of the City Council, as provided in the City Charter. This Agreement may be
terminated as follows.
9.2 Termination - Council Vote
As required in Section 500 of the City Charter, the City Council may remove the
City Manager by motion adopted by the affirmative votes of at least two-thirds (2/3) of the
members of the City Council. At least thirty(30) days before such removal shall become effective,
the City Council shall by resolution adopted by the affirmative votes of at least two-thirds(2/3) of
the members of the City Council state the reasons in writing for the removal of the City Manager.
9.3 Termination - Change in Form of Government
If any of the governing policies pertaining to the role, power, duties, authority, or
responsibilities of City Manager are amended to substantially change City's form of government,
either by action of the City Council, a duly passed initiative measure or state legislation, City
Manager shall have the right to terminate the Agreement.
9.4 Reduction of Salary or Benefits
If the City Council reduces the Annual Base Salary or any other financial benefit
of the City Manager in a percentage that is greater than the average reduction of base salary for all
executive managers of the City, such action shall constitute a termination of this Agreement.
9.5 Resignation
City Manager may voluntarily resign his position as City Manager, after giving City
at least sixty (60) days written notice prior to the effective date of such resignation, unless such
notice is waived in whole or part by the City Council. In the event the City Manager resigns from
his employment with City, the City Manager shall not be entitled to any Severance Pay.
9.6 Severance
In the event this A, eement is terminated prior to of an ,. e emli -' 2019, pursuant
to any one of sections 9 2, 9.3 or 9.4 of this Agreement, the City Manager shall receive a severance
payment, in a lump sum, equal to twelve eighteen (l2-19) months of City Manager's then monthly
Base Salary and benefits ("Severance Pay") in accordance with the provisions of this Agreement.
in the event flnis,kgfe�erit is teffionated after November 1, 2018, pursuant to any one of section
25H-25
9.2, 9.3 of 9.4 of this AgFeement, the City P lanager shall reeeive a severanee payment, in a lump
SUM, eqUal to t%leINIO � 12) Months Of City Manager's then monthly Base Salafy (-Sovemnee Pay")
in ,.,,..,.._ee with theprovisionsof this Agreement. A Severance Pay payment shall be City
Manager's sole remedy for termination under sections 9.2, 9.3 or 9.4 of this Agreement. The
Severance Pay shall be paid after the City Manager executes a waiver and release agreement
prepared by the City Attorney in a form substantially similar to that one set forth as Exhibit "At-
-R' of Exhibit "13 2" to this Agreement.
9.7 Termination in Proximity to an Election
The City Council shall not issue notice of termination, reduce Employee's salaU or
benefits or actually terminate Employee during or within six months (180 days) before or after
the date of a regulariv scheduled municipal election at which members of the City Council are
elected.
Formatted: Font color: Black
Formatted: Space ARer: B pt
`___________-..---
_. _...__
9.8 Termination for Cause—
Notwithstanding any provision of this Agreement to the contrary, City may terminate City
Manager's employment for cause at any time and without prior notice, and if City Manager is
terminated for cause, City Manager shall not be entitled to payment of severance compensation or
any other compensation or damages. "Cause" shall include the following reasons:
(a) Conviction of a crime, whether misdemeanor or a felony, involving moral turpitude.
For purposes of this paragraph, a plea of nolo contendere shall also be considered a conviction.
(b) City Manager is determined by a court of competent jurisdiction or the State of
California Fair Political Practices Commission to have knowingly and unlawfully participated in
a governmental decision in which he had a conflict of interest as defined in Government Code
Section 87100, et seq. or Government Code Section 1090 et seq.
(c) Failure to follow a lawful directive of the Council after written notice of said failure is
provided to City Manager approved by five (5) or more affirmative notes of its seven (7) members.
(d) Continued abuse of drugs or alcohol that materially affects the performance of the City
Manager's duties.
(e) Repeated and protracted unexcused absences from the City Manager's office and duties.
10. General Provisions.
10.1 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.
10.2 Each Party agrees and acknowledges that no representations, inducements,
promises, or agreements, oral 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.
25H-26
10.3 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.
10.4 This Agreement shall be governed by and construed in accordance with the
law of the State of California.
10.5 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 not be construed in favor of the Party receiving a benefit nor against the Party responsible for
any particular language in this Agreement.
10.6 Employee 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.
ll. Intentionally Left Blank
12. Communications in the Event of Termination
12.1 In the event the City terminates Employee for any reason or no
reason, the City and Employee agree that no member of the City Council or City employees
acting on behalf of the City shall make any written, oral, or electronic statement to any member
of the public, the press, or any city employee concerning the Employee's termination except
in the form of ajoint press release. or statement, which is mutually agreeable to the City and
the Employee. The joint press release or statement shall not contain any text or information
that is disparaging to either Party. Either Party may verbally repeat the substance of the joint
press release or statement in response to any inquiry.
13. Indemnification
13.1 City shall defend, hold harmless and indemnify 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 City Manager's duties
or resulting from the exercise of his judgment or discretion in connection with the performance of
his duties. City shall not unreasonably refuse to provide for legal representation at City's expense.
Legal representation, provided by City for City Manager, shall extend until a final determination
of the legal action including any and all losses, damages, judgments, 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 City Manager in connection with or
resulting from any claim, action, suit, or proceeding, actual or threatened, arising out of or in
connection with the performance of City Manager's duties.
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13.2 City agrees to pay all reasonable litigation expenses of City Manager
throughout pendency of any City -related litigation to which City Manager is a party, witness or
advisor to the City. Such expense payments shall continue beyond City Manager's employment
with the City as long as litigation is pending. Post -employment, City agrees to pay City Manager
for reasonable consulting fees, travel expenses and other costs, when City Manager serves as a
witness, advisor or consultant to City regarding pending litigation.
IN WITNESS WHEREOF, the Parties have executed this City Manager Employment
Agreement as of the day of , 2017.
EMPLOYEE/CITY MANAGER
Name
CITY OF SANTA ANA
Miguel A. Pulido
Mayor
ATTEST:
Maria D. Huizar
Clerk of the Council
Approved as to Form:
Sonia R. Carvalho, Best Best & Krieger
City Attorney
25H-28
25H-29
Exhibit "AB -1"
WAIVER AND RELEASE
I, the undersigned, do hereby acknowledge and attest that I have read and understood
section 9.6 of my Employment Agreement with the City of Santa Ana and hereby agree that by
accepting twelve"t ghtar. (1218) months' Severance Pay in the amount of S (1248 x
current monthly base salary and benefitsl I agree to waive all rights to further claims, remedies,
or legal action against the City, its officers and employees.
In exchange for receipt of the Severance Payment 1 and my representatives, heirs,
successors, and assigns do hereby completely release and forever discharge the City of Santa Ana
and its related entities and their present and former officers, directors, council members, agents,
employees, attorneys, and successors (collectively, "Released Parties") from all claims, rights,
demands, actions, obligations, liabilities, and causes of action of every kind and character, known
or unknown, mature or unmatured, which I may have now or in the future arising from any act or
omission or condition occurring on or prior to the date this waiver is signed whether based on tort,
contract (express or implied), or any federal, state, or local law, statute, or regulation (collectively,
the "Released Claims"). Released Claims shall also include, but notbe limited to, claims for wages
or other compensation due, severance pay, bonuses, sick leave, vacation pay, life or health
insurance, or any other fringe benefit.
Employee knowingly and voluntarily waives any and all rights orbenetits that he may now
have, or in the future may have, under the terms of Section 1542 of the California Civil Code,
which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
By initialing below, the Employee acknowledges that he or she has read and
understands this waiver and voluntarily and knowingly is waiving his right under
Section 1542 to pursue unknown or unanticipated claims, rights, demands, actions,
obligations, liabilities and causes of action of any kind.
Initials of Employee
25H-30
Employee shall not file any claim, sue or initiate, against any Released Party, any
compliance review, action, or proceeding, or participate in the same, individually or as a member
of a class, under any contract (express or implied), or any federal, state, or local law, statute, or
regulation pertaining in any manner to the Released Claims.
Approved and Agreed to By:
l2
25H-31
r the undersigned, do 6ere65 aeknowledge and attest .6.,. 1 6...,. ....d ...vd .,d.........d
section 9.6 of my EmploYment Agfeement with the City afSanta Ana and hereby agFee that by
1., exchange foo
Feeeipt of the C,. ..
a Payment 1 and my representatives,
lv.: fe
, and
sueoessaFs
' "Released PRFOOS") ffain
all claims, rights,
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es,
fed .1'.l1 me..ee
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the "Released Claims").
... ....... .....: pons:.`..mnue,
._.Lefti
Released Glaims shall
evc.ss..cc—Pay,
ee benefit;
alse inolude, but not be limited to,
bonuses,sick lew,ev¢c¢tivhealth
elaims for wages
Employee knowingly
have, ...6e C .ufo may
ul.
..e_ .:de,. as Gele.
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s ..0 cee.'„e 1549 of the California
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Civil Code
,
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25H-32
r..:�sxmne����rer.� sae
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25H-33