Loading...
HomeMy WebLinkAbout4.2 City Manager’s Employment AgreementCELEBRATING STAFF REPORT CITY COUNCIL DUBLIN CALIFORNIA Agenda Item 4.2 DATE: September 6, 2022 TO: Honorable Mayor and City Councilmembers FROM: Agency Negotiating Team (Vice Mayor Josey and Councilmember McCorriston) SU B.ECT : City Manager's Employment Agreement EXECUTIVE SUMMARY: The City Council will consider approving the Second Amendment to the City Manager's Employment Agreement. The sole change would be to extend the timeframe in which the City Manager may be removed following any City election for membership on the City Council. STAFF RECOMMENDATION: Approve and authorize the Mayor to execute the Second Amendment to the City Manager's Employment Agreement. FINANCIAL IMPACT: Sufficient funding is available in the Fiscal Year 2022-23 Budget. DESCRIPTION: On March 1, 2022, the City Council appointed an Agency Negotiating Team, consisting of Vice Mayor Josey and Councilmember McCorriston, to meet with the City Manager to discuss terms and conditions of employment. As a result of those discussions, the City's Agency Negotiating Team, after consulting with the City Council in closed session, is recommending that the City Council approve an amendment to the City Manager's employment agreement, to be effective July 1, 2022. The sole change reflected in the amendment would be to extend the timeframe in which the City Manager may be removed following any City election for membership on the City Council. Specifically, Section V.B.3. of the Agreement would be amended to read as shown in underline: "The City Manager shall not be removed during the 90-day period preceding or the 180-day period following any City election for membership on the City Council, or during the 90-day period following any change in membership of the City Council, except upon four -fifths vote of the City Page 1 of 2 32 Council." STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) Proposed Second Amendment to City Manager's Employment Agreement 2) City Manager's Employment Agreement and First Amendment Page 2 of 2 33 Attachment I SECOND AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER This Second Amendment is made and entered into this 6th day of September, 2022 by and between the City of Dublin, California, a municipal corporation and general law (the "City"), and Linda Smith, an individual (the "City Manager"). Recitals A. City and City Manager are parties to an Employment Agreement, dated November 5, 2019 (the "Agreement"). B. On June 1, 2021, the City Council approved an amendment to the Employment Agreement to make adjustments to the salary, management leave and deferred compensation. C. The Parties desire to amend the Agreement, effective July 1, 2022, to extend the timeframe in which the City Manager may be removed following any City election for membership on the City Council. NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants herein contained, the parties agree to amend the Agreement as follows: 1. Section V.B.3. of the Agreement is amended to read as follows: "The City Manager shall not be removed during the 90-day period preceding or 180-day period following any City election for membership on the City Council, or during the 90-day period following any change in membership of the City Council, except upon four -fifths vote of the City Council." 2. The foregoing amendments shall become effective on July 1, 2022. 3. Except as amended herein, the Agreement shall remain in full force and effect, as amended. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment in duplicate at Dublin, California, the day and year first above written. 34 City City Manager By: Mayor Melissa Hernandez Linda Smith, City Manager ATTEST: Marsha Moore, City Clerk 35 Attachment 2 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER This Agreement is entered as of November 5, 2019 by and between the City of Dublin, California, a municipal corporation and general law city (the "City"), and Linda Smith, an individual (the "City Manager"). The City and the City Manager are sometimes individually referred to as a "Party" and collectively as "Parties" in this Agreement. RECITALS WHEREAS, the City requires the services of a City Manager; and, WHEREAS, the City Manager has the necessary education, executive ability, and qualifications to serve as the City's City Manager; and, WHEREAS, the City Council of the City of Dublin (the "City Council) desires to employ the City Manager to serve as the City Manager of City. WHEREAS, in consideration of these Recitals and the performance by the Par- ties of the promises, covenants, and conditions contained in this Agreement, the Par- ties agree as follows: AGREEMENT I. EMPLOYMENT OF THE CITY MANAGER. The City, consistent with the provisions of City Municipal Code Chapter 2.04 (all subsequent Chapter or Section references are to the Municipal Code unless oth- erwise noted), appoints and employs, effective upon the separation of the City's cur- rent City Manager, which is anticipated to be on December 3o, 2019, Linda Smith as its City Manager, and Linda Smith hereby accepts such employment effective on De- cember 31, 2019 ("the Appointment Date"). During the term of employment, the City Manager shall not undertake any employment other than as City Manager of the City except that she may also serve as the chief executive of other legal entities without violating this Agreement when appointed to such position or positions by the City Council. 1 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER 36 II. COMMITMENTS OF THE PARTIES. A. City Manager Commitments. i. Duties and Authority. (a) The City Manager shall have those powers and perform all of the duties of the City Manager as set forth in the laws of the State of California, Municipal Code Chapter 2.04, and -City policies and procedures approved by the City Council from time to time. (b) The City Manager shall administer and enforce policies established by the City Council and promulgate rules and regulations as necessary to implement City Council policies and direct the work of all appointive City officers and departments except those that are directly appointed by or report directly to the City Council. 2. Hours of Work. (a) The City Manager is an exempt, at -will employee but is ex- pected to engage in those hours of work that are necessary to fulfill the obligations of the City Manager's position. The City Manager does not have set hours of work as the City Manager is expected to be available at all times. (b) It is recognized that the City Manager must devote a great deal of time to the business of the City outside of the City's customary office hours, and to that end the City Manager's schedule of work each day and week shall vary in accordance with the work required to be performed. The City Manager shall spend sufficient hours on site to perform the City Manager's duties; however, the City Man- ager has discretion over the City Manager's work schedule and work location. 3. Disability or inability to perform. In the event the City Manager becomes mentally or physically incapable of performing the City Manager's functions and duties with reasonable accommoda- tion and it reasonably appears such incapacity will last for more than six months, the City Council may terminate the City Manager. If the City Council does elect to terminate the City Manager due to incapacity, the City Manager shall receive all sev- erance benefits provided in Section V.0 below. 2 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER 37 B. City Commitments. 1. As of the Appointment Date, the City shall provide the City Man- ager with the compensation and benefits, as set forth in Section III below. 2. The City shall pay for or provide the City Manager reimburse- ment for all actual business expenses consistent with Government Code section 53234 et seq., also known as "AB 1234." The City shall provide the City Manager a City credit card to charge legally authorized and necessary City business expenses. 3. The City agrees to pay the professional dues or membership dues and subscriptions on behalf of the City Manager as may be agreed by City Man- ager and City Council, including the International City Manager's Association ("ICMA"). 4. The City agrees to pay the travel and subsistence expenses of the City Manager to pursue official and other functions for the City, and meetings and. occasions to continue the professional development of the City Manager, including, but not limited to, national, regional, state, and local conferences, and governmen- tal groups and committees upon which the City Manager serves as a member, sub- ject to annual review by the City Council. 5. The City also agrees to pay for the travel and subsistence ex- penses of the City Manager for short courses, institutes and seminars that are neces- sary for the performance of City Manager duties as set forth in Municipal Code Sec- tion 2.04.060. C. City Council Commitments. 1. The City Council sets policy for the governance and administra- tion of the City, and it implements its policies through the City Manager. 2. The City Council recognizes that to meet the challenges facing the City it must exercise decisivepolicy leadership. As one step in carrying out this leadership responsibility, the City Council commits to spending time each year out- side of regular City Council meetings to work with the City Manager and staff on creating and revisiting the City's strategic plan, for setting goals and priorities for the City government, and to work on issues that may be inhibiting the maximal 3 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER achievement of City goals. Likewise, each member of the City Council will make suf- ficient time available to the City Manager each week to provide an opportunity to be briefed on City issues. 3. The City Council agrees none of its individual members will or- der the appointment or removal of any person to any office or employment under the supervision and control of the City Manager. D. Mutual Commitments. 1. Strategic Workshops. (a) As soon as practicable after January 1, 2020, the City Council and the City Manager will meet to review the City's existing Strategic Plan and/or set out goals and priorities for the City Manager to implement prior to the City Manager's annual performance evaluation or such other dates as determined in the course of the meeting. (b) Thereafter the review and update of the City Council's Strategic Plan will occur bi-annually between January 1st and March 31st, in accord- ance with the City's budget cycle. For purposes of clarity, the City Council and the City Manager shall further establish a relative priority among those goals and objec- tives within the Strategic Plan. 2. Annual Performance Evaluation. (a) The City Council shall conduct an evaluation of the City Manager's performance at least once each year. The City Council and the City Man- ager agree that performance evaluations, for the purpose of mid -course corrections, may occur at any time. The parties agree that the initial evaluation shall occur ap- proximately six months following the Appointment Date and that subsequent evalu- ations shall occur shortly before or after May 1 of each year thereafter. (b) The annual review and evaluation shall be in accordance with specific criteria developed jointly by the City Council and the City Manager during the initial strategic planning and goal setting workshop described in Section II.D.1(a) above. Such criteria may from time to time be added to or deleted as the City Council determines in consultation with the City Manager. (c) In addition to the annual strategic plan workshops the City Council and the City Manager may further define such goals and performance 4 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER 39 objectives during the annual evaluation as they mutually determine are necessary for the proper operation of the City for the attainment of the City Council's policy objectives. The City Council and the City Manager shall further establish a relative priority among those goals and performance objectives. The Parties may use an out- side facilitator paid for by City to assist them in conducting the City Manager's an- nual performance evaluation. (d) The City Manager shall hold annual team building retreats with key Departmental personnel. 3. ICMA Code of Ethics. (a) The Parties acknowledge that the City Manager is a mem- ber of the ICMA and desire that the City Manager be subject to and comply with the ICMA Code of Ethics, a copy of which is attached as Exhibit A. (b) The City and the City Council agree that neither the City Council nor any of its members will give the City Manager any order, direction, or request that would require the City Manager to violate the ICMA Code of Ethics. III. COMPENSATION. The City agrees to provide the following compensation to the City Manager: A. Compensation and Required Employer Costs. 1. Base Salary. (a) The initial salary for the position of City Manager shall be $24,238 per month. On July 1, 2021 and each July 1 thereafter during the Initial Term (as defined in Section VI.A.1), the then -existing salary shall be increased (but not decreased) by the percentage change between February of the then -prior year and February of the then -current year in the consumer product index for urban wage earners and clerical workers in San Francisco -Oakland -Hayward, California. Not- withstanding anything to the contrary, any automatic increase implemented pursu- ant to the foregoing sentence shall not be less than o.5% nor more than 3.5%. The City agrees to reevaluate the salary after each performance evaluation following the initial performance evaluation described in Section II.D.2(a) above. (b) The City Manager shall be paid at the same intervals and in the same manner as regular City employees. 5 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER 40 (c) The City shall not at any time during the term of this Agreement reduce the base salary, compensation or other financial benefits of the City Manager, unless as part of a general City management salary reduction, and then in no greater percentage than the average reduction of all designated manage- ment employees. 2. Pay -for -Performance. (a) To provide a recognition for the City Manager to produce laudable results for the organization, the City Council agrees to consider providing a Pay -for -Performance payment for meeting or exceeding specific goals established by City Council that are achieved by the City Manager. The City Manager will be eli- gible at the sole discretion of the City Council for a Pay -for -Performance payment that is equivalent to the miscellaneous employees Pay -for -Performance program. (b) Any adjustment in earnings under this section shall be in- cluded as "compensation earnable" by the City Manager in reporting to the Califor- nia Public Employees Retirement System (Ca1PERS) for annual pension credit, but only to the extent, if any, that CalPERS will consider it to be "compensation earna- ble." City: 3. Required State Costs. The following costs, to the extent they are applicable, shall be borne by the (a) Unemployment Compensation. (b) California Public Employees Retirement System (CalPERS). The City contracts with the CalPERS for retirement benefits: The City shall pay the same amount of employer and the employee contributions to CalPERS as provided for classic CalPERS miscellaneous employees of the City of Dublin. In addition, the City Manager shall be eligible for the CalPERS Third Level 1959 Survi- vor Benefits. The City shall pay the portion required by CalPERS, and the City Man- ager shall pay $2 per month. (c) The cost of any fidelity or other bonds required by law for the City Manager. (d) The cost to defend and indemnify the City Manager as provided in Section VI.E below. 6 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER 41 (e) Workers Compensation. B. Basic Benefits. 1. Holidays. The City Manager shall receive the same paid holidays as allocated to miscel- laneous general City employees. 2. Leave Allowance: (a) General Leave: City Manager shall receive thirty-five (35) days of general leave on January 1, 2020 and each January 1 thereafter so long as the Agreement remains in effect. Such leave shall be subject to the same rules applicable to the miscellaneous general City employees, except that City Manager maximum general leave accrual limit shall be five -hundred (500) hours. Annually on December 31 each year, City Manager may elect to be compensated for any unused general leave granted the previous year not to exceed 16o hours. (b) Management Leave: On January 1 of each year during the term of this agreement, City Manager shall receive twelve (12) days of "Management Leave." This leave is treated differ- ently than other leave, in that if the City Manager is unable to use this leave by Janu- ary 1 of the year following the City Manager's receiving it, City Manager will be com- pensated for any unused Management Leave at that time. Such compensation shall be based upon the City Manager's base salary identified in Section III.A.1(a) above. (c) Payments upon Resignation or Termination: In the event that the City Manager's services are terminated for any reason, the City Manager shall be compensated for any unused general leave and manage- ment leave, but not for general leave that has been converted to sick leave. Such compensation shall be based upon the City Manager's base salary identified in Sec- tion III.A.i(a) above. 7 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER 3. Automobile Allowance. Beginning January 1, 2020, the City Manager shall be provided a monthly au- tomobile allowance of $550.00 for the use of a personal vehicle for CITY purposes, which allowance shall be paid on the first payroll of the month. 4. Benefits that Accrue to Other Employees. The City Manager shall be entitled to all compensation benefits, rights, and privileges accorded to City's designated management employees except as other- wise provided in this Agreement. If there is any conflict between this Agreement and any resolution fixing compensation and benefits for City's designated manage- ment employees or other unclassified/miscellaneous employees, this Agreement shall control. 5. Technology Allowance. Given the importance of technological tools to the effective and efficient busi- ness of City government, the City shall provide the City Manager with an annual $1,500 technology allowance. The technology allowance shall be paid with the first of the City's adopted pay periods following January i of each year, beginning with 2020. IV. SECURITY. A. Pensions. 1. California Public Employees Retirement System (Ca1PERS). For the purposes of Ca1PERS reporting, the City shall treat as "compensation earnable" all payments that CalPERS will consider to be "compensation earnable." 2. Deferred Compensation. The City agrees to the City Manager's participation in a Deferred Compensa- tion Plan. City shall contribute $9,500 annually to such a Plan on the City Manager's account commencing in January 2020. The annual contribution shall be prorated on a monthly basis. 8 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER 43 B. Insurance. The City Manager shall receive the same health, dental, vision, life, long term disability coverage available to the designated management employees of the City. V. SEPARATION. A. Resignation. The City Manager may resign at any time and agrees to give the City at least 6o days advance written notice of the effective date of the City Manager's resigna- tion, unless the Parties to this agreement mutually agree to other notice. B. Non -Renewal of Employment Agreement, Termination & Removal. 1. The City Manager is an at -will employee serving at the pleasure of the City Council, as provided in Government Code Section 36506. 2. The City Council may terminate the City Manager at any time, with or without cause, by a majority vote of its members. Notice of termination or non -renewal of this employment agreement shall be provided to the City Manager in writing consistent with this Agreement. 3. The City Manager shall not be removed during the 9o-day period preceding or following any City election for membership on the City Council, or during the 9o-day period following any change in membership of the City Council, except upon four -fifths vote of the City Council. 4. Given the at -will nature of the position of City Manager, an im- portant element of the employment agreement pertains to termination. It is in both the City's interest and that of the City Manager that any separation of the City Man- ager is done in a businesslike manner. C. Severance Pay. 1. In the event the that the City Council terminates the City Man- ager's employment for reasons other than for "cause" as further defined under sub- paragraph D below, the City shall pay to the City Manager a Severance Payment. The Severance Payment shall be equal to twelve (12) months of the base salary on the effective date of termination. Beginning with the first anniversary of the Ap- pointment Date, and every anniversary of the Appointment Date thereafter, the 9 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER 44 number of months used to calculate the amount of the Severance Payment shall be increased by one (1) month, except that in no event shall the total number of months used to calculate the Severance Payment exceed eighteen (18) months. In the event that the City is obligated to make the Severance Payment, the amount shall be paid to the City Manager, at the City Manager's option, in either equal monthly installments commencing on the loth work day following the date of termi- nation or in a lump sum. Notwithstanding anything to the contrary in the forego- ing, the Parties agree that in no event shall the City Manager receive a cash settle- ment upon termination of this Agreement in excess of the maximum cash settle- ment authorized by subdivision (a) of Government Code section 5326o. 2. In addition, in accordance with Government Code section 53261, the City will reimburse the City Manager for the premiums for the City Manager's medical and dental insurances for a period following the effective date of termina- tion equal to the number of months then being used to calculate the amount of the Severance Payment under Section V.C.i. at the rates in effect on such dates, pro- vided that such reimbursements will terminate upon the City Manager's retirement or when the City Manager finds other employment so long as the other employment includes paid coverage for medical and dental insurance. 3. In the event the City refuses, following written notice of non- compliance, to comply with any provision in this Employment Agreement benefit- ing the City Manager, or the City Manager resigns following a suggestion, whether formal or informal, by a majority of the City Council that the City Manager resign, or the City Council imposes a material reduction in the powers and authority of the City Manager, then, in that event, the City Manager may, at the City Manager's op- tion, be deemed to be "terminated" as of the date of such refusal to comply or sug- gestion to resign and this severance pay provision shall be actuated. D. Separation for Cause. 1. Notwithstanding the provisions of Section V.0 above, the City Manager may be terminated for cause. For purposes of this Agreement, "cause" shall mean one or more the following: (a) Conviction of a felony, or conviction of a misdemeanor in- volving moral turpitude; (b) Commission of an act of moral turpitude; 10 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER (i) the City Council will not make a finding or determi- nation about whether the City Manager has en- gaged in such conduct without first providing the City Manager a full, fair opportunity to rebut, de- fend and justify any such alleged act involving moral turpitude in an open or closed session, at the sole choice of the City Manager. (c) Abuse of non-prescription or prescription drugs, alcohol or controlled substances that affect the performance of the Manager's duties; (d) Repeated and extended absences from the City Manager's office and duties, which absences have not been approved by the City Council. ment; ment. (e) Violation of the City's policies concerning sexual harass- (f) Material breach of the terms and conditions of this Agree- 2. In the event the City terminates the City Manager for cause, then the City may terminate this Agreement immediately, and the City Manager shall be entitled to only the compensation accrued up to the date of termination and such other termination benefits and payments as may be required by law. The City Man- ager shall not be entitled to any severance benefits provided by Section V.0 above. 3. In the event the City terminates the City Manager for cause, the City, the Mayor and/or the City Council members and the City Manager agree that neither Party shall make any written or oral statements to members of the public or the press concerning the City Manager's termination except in the form of a joint press release which is mutually agreeable to both Parties. The joint press release shall not contain any text or information that would be disparaging to either Party. Provided, however, that either Party may verbally repeat the substance of any such press release in response to inquiries by members of the press or public. E. Payment for Unused Leave Balance. In the event the City Manager dies while employed by the City under this Agreement, the City Manager's beneficiaries, or those entitled to the City Manager's estate, shall be entitled to the City Manager's earned but then -unpaid salary, and 11 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER any in -lieu payments for then -accrued benefits, including compensation for any un- used general and management leave in accordance with Section III.B.2(c) above. VI. GENERAL PROVISIONS. A. Term. 1. The Initial Term shall be for a period of 6o months commencing on December 31, 2019, and continuing until December 3o, 2024 ("the Termination Date"). 2. This Agreement shall automatically renew as provided herein unless the City gives the City Manager timely notice of non -renewal. The City must give the City Manager written notice of non -renewal at least twelve (12) months prior to the Termination Date or any succeeding Termination Date, as defined in the next sentence. Unless such notice of non -renewal is timely given, this Agreement shall automatically renew for an additional three-year Term and a new Termination Date shall be accordingly established. B. Provisions that Survive Termination. Many sections of this Agreement are intended by their terms to survive the City Manager's termination of employment with the City, including but limited to Sections IV, V.C, V.E, and VI.E above. These sections, and the others so intended, shall survive termination of employment and termination of this Agreement. C. Amendments. This Agreement may be amended at any time by mutual written agreement of the City and the City Manager. D. Conflict of Interest. 1. The City Manager shall not engage in any business or transac- tion or shall have a financial or other personal interest or association, direct or indi- rect, which is in conflict with the proper discharge of official duties or would tend to impair independence of judgment or action in the performance of official duties. Personal as distinguished from financial interest includes an interest arising from blood or marriage relationships or close business, personal, or political associa- 12 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER tions. This section shall not serve to prohibit independent acts or other forms of en- terprise during those hours not covered by active City employment, providing such acts do not constitute a conflict of interest as defined herein. 2. The City Manager shall also be subject to the conflict of interest provisions of the California Government Code and any conflict of interest code ap- plicable to the City Manager's City employment. 3. The City Manager is solely responsible for submitting to the City Clerk the appropriate Conflict of Interest Statements at the time of appointment, an- nually thereafter, and at the time of separation from the position. E. Indemnification. 1. The City shall defend, save harmless and indemnify the City Manager against any claim or action to the extent required by, and subject to the limitations contained in, Government Code sections 825-825.6 and Government Code sections 995-996.6. The City may compromise and settle any such claim or suit and pay the amount of any settlement or judgment rendered thereon. 2. In the event that the City Manager shall serve as the chief execu- tive of other City -controlled legal entities, then the City agrees, for the purposes of the indemnity and defense obligations under this section and Government Code sections 825-825.6 and 995-996.6, that any actions or omissions within the scope of those duties shall be treated as within the scope of City Manager's employment by the City. F. Severability. If any clause, sentence, part, section, or portion of this Agreement is found by a court of competent jurisdiction to be illegal or unenforceable, such clause, sen- tence, part, section, or portion so found shall be regarded as though it were not part of this Agreement and the remaining parts of this Agreement shall be fully binding and enforceable by the Parties hereto. G. Jurisdiction and Venue. This Agreement shall be construed in accordance with the laws of the State of California, and the Parties agree that venue for legal action concerning any aspect of the Agreement in State Court shall be maintained in Alameda County Superior 13 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER Court and for an action in Federal Court shall be in the United States District Court for the Northern District of California. H. Entire Agreement. This Agreement represents the entire agreement of the Parties, which has been jointly drafted by the Parties, and no representations have been made or relied upon except as set forth in this Agreement which may be amended or modified only by a written, fully executed agreement of the Parties. I. Notice. Any notice, amendments, or additions to this Agreement, including change of address of either party during the term of this Agreement, which the City Manager or the City shall be required, or may desire, to make shall be in writing and shall be sent by prepaid first class mail or hand -delivered to the respective Parties as fol- lows: If to the City: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 If to the City Manager: Linda Smith VII. EXECUTION IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in duplicate at Dublin, California, as of the date set forth above. CITY OF DUBLIN CITY MANAGER 14 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER 49 By: __ _ tvn David Haubert, Mayor ATTEST: Caroline Soto, City Clerk APPROVED AS TO FORM: John Bakker, City Attorney 3391681.9 15 AGREEMENT BETWEEN THE CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER The mission of ICMA is to create excellence in local governance by developing and fostering professional local government management worldwide. To further this mission, certain principles, as enforced by the Rules of Procedure, shall govern the conduct of every member of ICMA, who shall: 1. We believe professional management is essential to efficient and democratic local government by elected officials. 2. Affirm the dignity and worth of local government services and maintain a deep sense of social responsibility as a trusted public servant. 3. Be dedicated to the highest ideals of honor and integrity in all public and personal relationships in order that the member may merit the respect and confidence of the elected officials, of other officials and employees, and of the public. 4. Serve the best interests of the people. 5. Submit policy proposals to elected officials; provide them with facts and advice on matters of policy as a basis for making decisions and setting community goals; and uphold and implement local government policies adopted by elected officials. 6. Recognize that elected representatives of the people are entitled to the credit for the establishment of local government policies; responsibility for policy execution rests with the members. 7. Refrain from all political activities which undermine public confidence in professional administrators. Refrain from participation in the election of the members of the employing legislative body. 8. Make it a duty continually to improve the member's professional ability and to develop the competence of associates in the use of management techniques. 9. Keep the community informed on local government affairs; encourage communication between the citizens and all local government officers; emphasize friendly and courteous service to the public; and seek to improve the quality and image of public service. 10. Resist any encroachment on professional responsibilities, believing the member should be free to carry out official policies without interference, and handle each problem without discrimination on the basis of principle and justice. 11. Handle all matters of personnel on the basis of merit so that fairness and impartiality govern a member's decisions pertaining to appointments, pay adjustments, promotions, and discipline. 12. Public office is a public trust. A member shall not leverage his or her position for personal gain or benefit. Adopted by the ICMA Executive Board in 1924, and most recently revised by the membership in October 2019. FIRST AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND LINDA SMITH FOR EMPLOYMENT AS CITY MANAGER This First Amendment is made and entered into this ist day of June, 2021 by and between the City of Dublin, California, a municipal corporation and general law (the "City"), and Linda Smith, an individual (the "City Manager"). Recitals A. City and City Manager are parties to an Employment Agreement, dated November 5, 2019 (the "Agreement"). B. Following the 2021 Annual Performance Evaluation of City Manager, the Parties desire to amend the Agreement, effective July 1, 2021, to increase the City Manager's base salary by three percent (3%), increase the City's annual deferred compensation contribution by $1000, and increase the annual management leave by two days. NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants herein contained, the parties agree to amend the Agreement as follows: 1. Section III.A.i.(a) of the Agreement is amended to read as follows: "(a) The salary for the position of City Manager shall be $25,415 per month. On July 1, 2022 and each July 1 thereafter during the Initial Term as defined in Section VI.A.1), the then -existing salary shall be increased (but not decreased) by the percentage change between February of the then -prior year and February of the then - current year in the consumer product index for urban wage earners and clerical workers in San Francisco -Oakland -Hayward, California. Notwithstanding anything to the contrary, any automatic increase implemented pursuant to the foregoing sentence shall not be less than o.5% nor more than 3.5%. The City agrees to reevaluate the salary after each performance evaluation following the initial performance evaluation described in Section II.D.2(a) above." 2. Section III.B.2(b) of the Agreement is amended to read as follows: 52 "(b) Management Leave: Beginning January 1, 2021 and on January 1 of each year thereafter during the term of this Agreement, City Manager shall receive fourteen (14) days of "Management Leave." This leave is treated differently than other leave, in that if the City Manager is unable to use this leave by January 1 of the year following the City Manager' s receiving it, City Manager will be compensated for any unused Management Leave at that time. Such compensation shall be based upon the City Manager' s base salary identified in Section III.A.1( a) above." 3. Section IV.A.2 (a) of the Agreement is amended to read as follows: "2. Deferred Compensation. The City agrees to the City Manager's participation in a Deferred Compensation Plan. City shall contribute $10,50o annually to such a Plan on the City Manager' s account commencing in January 2021. The annual contribution shall be prorated on a monthly basis." 4. The foregoing amendments shall become effective on July 1, 2021. 5. Except as amended herein, the Agreement shall remain in full force and effect, as amended. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment in duplicate at Dublin, California, the day and year first above written. City DocuSigned by: By: F-7,4ans4er. Mayor Melissa Hernandez ATTEST: , DocuSigned �by: O\I V�VV & '-9B070015B r40A TOLE_ Marsha Moore, City Clerk City Manager DocuSigned by: c .P1"gACEECQAA E0. Linda Smith 53