HomeMy WebLinkAboutDocumentation_Special Meeting_Tab 3_2/14/2002 Memo This document contains time-sensitive information. Please read
immediately and respond as specified.
r+
Q, To Mayor and Village Councilmembers ,' �n
From Kim Bodinizzo, Human Resources Coordinator V-0
Date/Time February 5,2002
Subject Employment Contract Agreement Between Michael R.
Couzzo,Jr.And the Village of Tequesta;Special Village
(1.0) Council Meeting Agenda Item
For your consideration, attached is the draft Employment Agreement
between Michael R. Couzzo,Jr. and the Village of Tequesta. As you
know, the current Employment Agreement with Mr. Couzzo was
reviewed and evaluated by the Village Labor Attorney, Edward G.
Guedes (see attached Memo regarding his evaluation). The attached
draft Employment Agreement has been revised to incorporate the
changes recommended by Mr.Guedes.
Thank you.
/krb
Attachments
FEB-04-2002 MON 03:26 PM FAX NO. P. 02
DRAFT
EMPLOYMENT AGREEMENT BETWEEN
MICHAEL R. COUZZO,JR.
AND
• THE VILLAGE OF TEQUESTA, FLORIDA
This Agreement, made and entered into this day of , 2002, by and •
between the Village of Tequesta, Florida, a municipal corporation,hereinafter called the "Village",
and Michael R. Couzzo, Jr., an individual,hereinafter called"Employee",both of whom understand
as follows: •
WHEREAS,the Village desires to employ the services of Michael R. Couzzo,Jr.(Employee)
as Village Manager of the Village of Tequesta as provided by appropriate Charter, statute and
ordinance sections; and
WHEREAS, it is the desire of the Village Council to provide certain benefits and establish
conditions of employment; and
WHEREAS, the Village seeks to provide inducement for Employee to remain in such
employment and make possible full work productivity by assuring Employee's morale and peace of
mind with respect to future security; to act as a deterrent against malfeasance or dishonesty for
personal gain on the part of the Employee; and to provide a just means for terminating Employee's
services at such time as he may be unable fully to discharge his duties or when the Village may desire
• to otherwise terminate his employment; and
WHEREAS, Employee desires to accept employment as Village Manager of the Village of
Tequesta.
NOW,THEREFORE,in consideration ofthe mutual covenants herein contained,the parties
hereto agree as follows:
SECTION 1. DUTIES
Village hereby agrees to employ Employee as Village Manager of the Village to perform the
functions and duties specified in the Village Charter, state statutes and ordinances and to perform
such other legally permissible and proper duties and functions as the Village Council shall from time
to time assign.
SECTION 2. TERM
This agreement and all of its terms and provisions, shall have an effective date of
2002, and shall expire on , 200_. Nothing in this Agreement shall prevent, limit or
otherwise interfere with the right of the Village Council to terminate the services of Employee at the
will of the Village Council, without cause, at any time, subject only to the provisions set forth in
Section 3 of this Agreement.
.
FEB-04-2002 MON 03:27 PM FAX NO, P. 03
i
Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the
Employee to resign at any time from his position with the Village, subject to the provisions set firth
in Section 3 of this Agreement.
Employee agrees to remain in the exclusive employ of the Village and shall not bccQrne
employed by any other employer unless resignation or termination is effected as hereinafter provi ed.
The prohibition against outside employment shall not be construed to include occasional teach ng,
writing or consulting performed on Employee's time off. However, in no event shall Employee's
outside employment interfere with or otherwise hinder the performance of his duties as Village
Manager or reflect poorly upon the name or reputation of the Village.
. SEC"TION 3. TERMINATION AND SEVERANCE PAY
In the event Employee is terminated by the Village Council before expiration of the afore(aid
term of employment and during such time that Employee is willing and able to perform the duti of
Village Manager, then and in that event the Village agrees to pay Employee a lump sum cash pa ent
equal to six (6) months aggregate salary ("Severance Payment"), and shall continue Employ c's
other benefits provided hereunder for the six-month period immediately following termination. In
the event Employee is re-employed during the six-month period immediately following terrninat on,
the Village's obligation to continue benefits shall cease. Re-employment, however, will not affect
' Employee's entitlement to the Severance Payment.
In the event, however, that Employee is terminated for reasons relating to moral turpitt de,
malfeasance or dereliction of duty, then,in that event,the Village shall have no obligation to mak the
Severance Payment or continue benefits subsequent to termination,except as may be required by 1 w.
The Severance Payment,vacation, sick leave and other accrued benefits referenced in this agree ent
shall serve as liquidated damages and shall serve in the place and stead of any claim Employee i ay
have against the Village, its officers or representatives, directly or indirectly relating to his
termination.
In the event the Village at any time during the term of this agreement reduces the sal' or
other financial benefits of Employee in a greater percentage than an applicable across-the-bo rd
reduction for all Village employees, or in the event the Village refuses, following written notice to
comply with any other provisions benefiting Employee herein, or the Employee resigns followii,7 a
suggestion, whether formal or informal,made bya majority of the Village Council in official session
that he resign,then and in that event,Employee may at his option be deemed to be"terminated"a. of
the date of such reduction, refusal to comply or resignation,within the meaning and context Qf his
severance provision.
2
I
FEB-04-2002 MON 03:27 PM FAX NO. P. 04
i
In the event Employee voluntarily resigns his position with the Village before expiration of
the term of this agreement,then Employee shall give the Village sixty(60)days' advance notice and
relinquishes any and all rights to the severance benefits provided under this section.
SECTION 4. SALARY
Beginning 1,2002,Village agrees to pay Employee for services rendered pursuant
to this Agreement an annual base salary of$ . Employee's annual base salary shall be paid
to Employee in equal installments at the same time other employees of the Village are paid.
All subsequent provisions for annual evaluation with pay increase,if any, shall be determined
by the Village Council. Employee shall be entitled to receive all across-the-board increases granted to
other employees of the Village and his annual base salary shall be adjusted accordingly. An annual
performance evaluation of Employee by the Village Council is encouraged for the benefit of the
Village and Employee and pay increases,if any,other than across the board increases granted to o*her
employees as specified herein, shall be tied to the performance evaluation. Except as specifically
provided for in this section, the granting of salary increases based on Employee's performance
evaluation is left exclusively to the discretion of the Village Council.
SECTION 5. VACATION
Employee shall accumulate vacation days in the same manner as other department head.
i
SECTION 6. AUTOMOBILE
Because employment requires twenty-four(24)hour availability of a vehicle,the Village hall
provide an automobile allowance to Employee in the amount of$ per month for use of the
Employee's personal vehicle. This figure may be reviewed by the Village Council periodically nd
adjusted according to the Bureau of Labor Statistics, Southeast Regional Office, Consumer P ice
Index. In addition to the above,the Employee shall be compensated at the standard rate approved by
the Village Council for official vehicle usage for employer related trips required of the Vill ge
Manager outside Palm Beach/Martin County areas. Said mileage shall be computed from the
outermost limits of the Palm Beach/Martin County areas to the final destination point.
I
SECTION 7. PROFESSIONAL DEVELOPMENT
The Village agrees to provide Employee the usual and necessary funding applicable for travel
and subsistence necessary for the Employee's Professional development and for the good of the
Village. The Village agrees to pay the membership dues of the International City Managers
Association, the Florida County and City Managers Association, and the Palm Beach County City
Managers Association. Village specifically agrees to budget and to pay for the travel and subsistence
relating to the Annual Conference of the International City Managers Association and the Annual
Conference of the Florida City and County Managers Association, pursuant to the applicable travel
3
I
,
FEB-04-2002 MON 03:28 PM FAX NO. P. 05
. i.
policies of the Village, if any. Absent any Village travel policy relative to same, such travel and
subsistence shall be reasonable as determined by the Village.
SECTION S. INSURANCE
The Village agrees to provide hospitalization,life,major medical and other related insurance
for Employee and make available such coverage for his dependents and to pay the premiums thereon
in a manner comparable to that which is provided for all other Village employees. '
SECTION 9. INDEMNIFICATION
The Village shall defend,save harmless and indemnify Employee against any tort,professi9nal
nal
liability claim or demand, or other legal action, whether groundless or otherwise, arising out of an
alleged act or omission occurring in the performance of Employee's duties as Village Manage,j as
provided by Charter and the Village Code of Ordinances and in connection with which Employee as
acting within the scope of his duties as Village Manager. The Village Council reserves the nigh to
select legal counsel and control the conduct of litigation or other adversarial proceedings for wl ich
indemnification is provided hereunder, including setting the terms of any settlement of such el in
indemnified hereunder. In the event that during the defense or subsequent to the conclusion of y
tort, professional liability or other claim asserted against Employee or arising from Employ e's
employment with the Village a court of competent jurisdiction or other fact-finder determines tat
Employee's conduct was fraudulent,criminal or'intenlionally tortious,Employee agrees to reimburse
the Village for the costs of any defense provided hereunder. ,
SECTION 10. JOB RELATED EXPENSES
The Village recognizes that certain expenses of a non-personal and job related nature, simch
as use of Employee's personal cellular phone,'long distance calls and faxes from home, on-line
computer time for computer located at home, software, attendance at local government meetings,
job related publications, meals, etc.are necessarily incurred by the Employee in accordance with\his
employment as Village Manager. Therefore,Employee shall receive a general expense allowance of
S per month, payable on the first day of each month, during his term of employment to cover
these and similar expenses. Employee shall not be entitled to reimbursement for any expenses
incurred over and above the$ allowed as'an expense allowance. Entitlement to this general
expense allowance shall cease upon Employee's resignation or termination.
SECTION 1.1. RETIREMENT
The Village agrees to execute all necessay agreements provided by the International City
Management Association-Retirement Corporation (ICMA-RC) for Employee's continued
participation in said ICMA-RC Retirement plan.'In addition to the base salary and other benefits paid
by the Village to Employee as described in Section 3 of this Agreement, the Village agrees to pay an
amount equal to six percent(6%)of Employee's annual base salary into the ICMA RC on Employee's
4
FEB-04-2002 MON 03:28 PM FAX NO, P. 06
behalf,in equal proportionate amounts each pay period and to transfer ownership to Employee upon
Employee's resignation or discharge. Notwithstanding this provision,the maximum contribution to
be paid by the Village under this section shall not exceed the maximum allowed by law.
The Village shall also make contributions on behalf of the Employee to the retirement plan in
effect for all Village employees at the same levels applicable to general administrative employees and
agrees to transfer ownership of same to Employee upon resignation or discharge.
SECTION CTION 12. OTHER TERMS AND CONDITIONS OF EMPLOYM ENT
The Village Council shall fix such other terms and conditions of employment as it may
determine from time to time relating to the performance of Employee, provided such terms and
conditions are not inconsistent with or in conflict with the provisions of this agreement,the Charter
or any other law.
Except as speciftcaIly provided herein, Employee shall be subject to all provisions of the
Village Charter and Code, as well as regulations and rules of the Village relating to sick le.ve,
retirement and pension system contributions, holidays, and other fringe benefits and wor 'ng
conditions as they now exist or hereafter may be amended
The Village shall bear the fill cost of any fidelity or other bonds required of the Employee
under any ordinance.
If any provision or any portion thereof contained in this Agreement is held to be
unconstitutional, invalid or unenforceable, the remainder of this agreement or portion thereof s all
be deemed severable and shall not be affected and shall remain in full force and effect.
SECTION 13. CONFLICTS OF INTEREST
Employee shall not, without the express prior written approval of the Village Coun
individually, or as a partner,joint venturer, officer, shareholder or any other similar position of lily
kind or nature whatsoever,invest or participate in any business venture which conducts or intend to
conduct business within the corporate limits of the Village, except for stock ownership in lny
company, the capital stock of which is publicly held and regularly traded. Except for purchase •f a
personal residence,'Employee shall not own or invest in any real property within the corporate lin its
of the Village, without prior notification to and advance written approval by the Village Coun
which approval may be withheld by the Village Council in its sole discretion.
Employee is precluded from engaging in any conduct which creates either an actual or
perceived conflict of interest under applicable federal, state or local law.
5
FEB-04-2002 MON 03:29 PM FAX NO. P. 07
SECTION 14. MISCELLANEOUS PROVISIONS
This agreement constitutes the entire understanding between the parties regarding issues
relating.to Employee's employment with the Village, and supersedes any prior agreement or
understanding, whether verbal or written, which may have existed between the parties. This
Agreement may not be amended except in writing and with the express approval of both parties.
In the event it should become necessary for either party to initiate adversarial proceedings to
enforce the terms of this agreement, the prevailing party shall be entitled to recover its reasonable
attorney's fees incurred in such efforts. Venue for any such proceeding shall be in a court of
competent jurisdiction in Palm Beach County.
Employee acknowledges that he has been afforded the opportunity and encouraged to obtain
the representation of legal counsel in connection with the drafting and execution of this Agreement.
As such, no provision ofthis Agreement shall be construed in favor of or against either party by virtue
of draftsmanship.
•
IN WITNESS WHEREOF, the Village of Tequesta has caused this agreement to be signed
and executed on its behalf by a majority of its Village Council and duly attested by its Village Clerk,
and the Employee has signed and executed this Agreement, both in duplicate,the day and year first
above written.
VILLAGE COUNCIL EMPLOYEE
Michael R. Couzzo,Jr.
Mayor
ATTEST:
Village Clerk
6
UZ/U5/UL 1'Ur; 14:41 rAA 0U8 004 2JGJ ►ir,10.7 .OtAW1A 6c neLrniuv coo[
DRAFT
EMPLOYMENT AGREEMENT BETWEEN
MICHAEL R.COUZZO,JR.
AND
THE VILLAGE OF TEQUESTA,FLORIDA
This Agreement,made and entered into this day of ,2000 2002,by and between
the Village of Tequesta,Florida,a municipal corporation,hereinafter called the"Village",and Michael R; Couzzo,
Jr.,an individual,hereinafter called"Employee",both of whom understand as follows:
WHEREAS, the Village desires to employ the services of Michael R. Couzzo, Jr. (Employee) as Village
Manager of the Village of Tequesta as provided by appropriate Charter,statute and ordinance sections;and
WHEREAS, it is the desire of the Village Council to provide certain benefits and establish conditions of
employment;and
WHEREAS, the Village seeks to provide inducement for Employee to remain in such employment and
make possible full work productivity by assuring Employee's morale and peace of mind with respect to'future
security;to act as a deterrent against malfeasance or dishonesty for personal gain on the part of the Employee;and to
provide a just means for terminating Employee's services at such time as he may be unable fully to discharge his
duties or when the Village may desire to otherwise terminate his employ employment;and i
WHEREAS,Employee desires to accept employment as Village Manager of the Village of Tequesta'
NOW,THEREFORE,in consideration of the mutual covenants herein contained,the parties hereto agree as
follows:
SECTION 1. DUTIES
Village hereby agrees to employ Employee as Village Manager of the
Village to perform the functions and duties specified in the Village Charter, state statutes and ordinances and to
perform such other legally permissible and proper duties and functions as the Village Council shall front time to
time assign.
SECTION 2. TERM
This agreement and all of its terms and provisions,shall have an effective date of ,2002,and shall
expire on . 200 . Nothing in this Agreement ,
ovmnencement-of he x - eetingsubsequent-to t e date of tl ,^' electie L ,
new@dan3i `subj@et9-the
shall prevent,limit or otherwise interfere with the right of the Village Cou rcil to
terminate the services of Employee at the will of the Village Council,without cause,at any time, subject only to the
provisions set forth in Section 3 of this agreement Agreement.
Nothing in this agreement Agreement shall prevent, limit or otherwise interfere with the right Pf the
Employee to resign at any time from his position with the Village,subject to the provisions set forth in Section 3 of
this agreement Agreement.
Employee agrees to remain in the exclusive employ of the Village and shall not become employed by any
other employer unless resignation or termination is effected as hereinafter provided. The prohibition against
outside employment
02/05/02 TUE 14:32 FAX 305 854 2323 WEISS SEROTA & HELI'AIAN lQ 003
The--teffp—uemployerill shall not be construed to include occasional teaching, writing or consulting
performed on Employee's time off._However,in no event shall Employee's outside employment interfere with
or otherwise hinder the performance of his duties as Village Manager or reflect poorly upon the name or
reputation of the Village.
SECTION 3. TERMINATION AND SEVERANCE PAY
La the event Employee is terminated by the Village Council before expiration of the aforesaid term of
employment and during such time that Employee is willing and able to perform the duties of Village Manager,then
and in that event the Village agrees to pay Employee a lump sum cash payment equal to six(6)months aggregate
salary, ttin-montb-perieftrevide&-heweveertlint
in ("Severance Payment"), and shall continue Employee's other benefits provided hereunder for the six-
month period immediately following termination. In the event Employee is
re-employed during the six-month period immediately following
termination,the Village's obligation to continue benefits shall cease. Re-employment,however,will not affect
Employee's entitlement to the Severance Payment.
In the event, however, that Employee is terminated for reasons relating to moral turpitude,
malfeasance or non easence dereliction of duty,then,in that event,the Village shall have no obligation to pay the
make the Severance Payment
or continue benefits subsequent to termination.except as may be required by law. The Severance Payment,
vacation, sick leave and other accrued benefits referenced in this agreement shall serve as liquidated damages and
shall serve in the place and stead of any claim Employee may have against the Village, its officers or
representatives,directly or indirectly relating to his termination.
In the event the Village at any time during the berm-term of this agreement reduces the salary
or other financial benefits of Employee in a greater percentage than an applicable across-the-board reduction Tor all
Village employees,or in the event the Village refuses,following written notice,to comply with any other provisions
benef benefiting Employee herein, or the Employee resigns following a suggestion, whether formal or
informal, made by a majority of the Village Council in official session that he resign, then and in that event,
Employee may at his option be deemed to be "terminated" at as of the date of stick reduction or susl},refusal to
comply or resignation,within the meaning and context of the-herein this severance pay provision.
3
02/05/02 TUE 14:32 FAX 305 854 2323 W1;1SS Stawm & merman vq
In the event Employee voluntarily resigns his position with the Village before expiration of the aforesaid
term of enipleyment this agreement, then Employee shall give the Village sixty (60)
Aug advance notice and relinquishes any and all rights to the severance pay benefits provided under this
section.
SECTION 4. SALARY
Beginning October 1, 2006 2002, Village agrees to pay Employee for his services rendered
pursuant heereto Meting to this Agreement an annual base salary of 00$ . Employee's annual
base salary shall be paid to Employee in equal installments at the same time as other employees of the Village are
paid.
All subsequent provisions for annual evaluation with pay increase,if any,
shall be determined by the Village Council. Employee shall be entitled to receive all across-the-board increases
granted to other employees
i of the Village and his annual base salary
shall be adjusted accordingly. An annual performance evaluation of Employee by the Village Council is
encouraged for the benefit of the Village and the Employee and pay increases,if any,other than across the board
increases granted to other employees as specified herein, shall be tied to the performance evaluation. Except as
specifically provided for in this section.the granting of salary increases based on Employee's performance
evaluation is left exclusively to the discretion of the Village CounciL
SECTION 5. VACATION
f ;,Employee shall accumulate vacation days in the same manner as other department heads.
SECTION 6. AUTOMOBILE•
Because employment requires twenty-four(24)hour availability of a vehicle,the Village shall provide an
automobile allowance to Employee in the amount of$500 O0 S per month for use of the Employee's personal
vehicle. This figure shell may be reviewed every-t vent four(24)-months and sh^„ be by the Village Council
periodically and adjusted according to the Bureau of Labor Statistics,Southeast Regional Office,Consumer Price
index. In addition to the above,the Employee shall be compensated at the standard rate approved by the Village
Council for official vehicle usage for employer related trips required of the Village Manager outside Palm
Beach/Martin County areas. Said mileage shall be computed from the outermost limits of the Palm Beach/Martin
County areas to the final destination point.
SECTION 7.
both pe king-and unpac scharges; however, th
paid-by the age�sh�-be subject to approval
SEC . PROFESSIONAL DEVELOPMENT
The Village agrees to provide Employee the usual and necessary funding applicable for travel and
subsistence necessary for the Employee's professional development and for the good of the Village. The Village
agrees to pay the membership dues of the International City Managers Association, the Florida County and City
4
02/05/02 TUE 14:35 FAX 305 854 2323 WEISS SEROTA & HELFMAN 1Jj009
11:31 1:29]Del Para "Employee shall .,. his employment,"
[1:32 1:29]Changed "SECTION 8."to""
[1:34 1:31]Changed "9"to"8"
[1:35 1:32]Changed "and his"to"and make available such coverage for his"
[1:35 1:32]Changed "as is equal"to"in a manner comparable"
[1:36 1:33]Changed "10.INDEMNIFICATION"to"9.INDEMNIFICATION"
[I:37 1:34]Changed "The Village ... ordinance.The"to"The"
[1:37 1:341 Changed "for"to"in connection with"
[1:38 1:34] Changed "SECTION"to"The Village ... hereunder."
11:38 1:35] Changed "SECTION 11"to"SECTION 1.0"
[1:39 1:36]Changed "of$200,00 per"to"of$ per"
[1:39 1:36]Changed "the S200.00 allowed"to"the$ allowed"
[1:40 1:37] Changed "12"to"11"
[1:41 1:38]Changed,. "Village agrees to execute";toy"The Village ... to execute"
[1:41 1:38]Changed "and in"to".In"
[1:41 I:38]Changed "salarypaid"to"salary and .,: benefits paid"
[1:41 1:38]Changed "Employee.Village"to"Employee as ... the Village"
[1:41 1:38]Changed "Employee's base"to"Employee's annual base"
[1:41 1:38]Changed "succeeding employers"to"Employee"
[1:41 1:38] Changed "by Village"to"by the Village this section"
11:41 1:38] Changed "law or IRS ... per annum."to.'law."
[1:42 1:39] Changed; "."to"and agrees .., discharge."
[1:43 1:40]Changed' "SECTION 13"to"SECTION12"'
(1:45 1:42]Changed "All "to"Except as ... subject to all"
[1:45 1:42]Changed' "Code and regulations"to"Code,as well as regulations"
[1:45 1:43]Changed "amended shall ._. provided."to""
[1:45 1:43] Changed "amended shall"to"The Village"
(1:47 1:44]Changed "this agreement is"to"this Agreement is"
[1:48 1:45]Add Paras "SECTION 13. CONFLICTS ... draftsmanship."
11:48 1:52]Changed "this agreement,"to "this Agreement,"
11:58 1:62]Changed " "to"
9
WEISS SEROTA HELFMAN
PASTORIZA & GUEDES, P.A.
Memo
To: Mayor Geraldine Genco
From: Edward G.Guedes,Esq.
Date: 01/14/2002
Re: Evaluation of Current Employment Agreement with Village Manager
What follows is a summary of my analysis ofthecurrent employment agreement the Village of
Tequesta("Village")has with the Village Manager, Michael Couzzo ("Manager"). By and large, as I
indicated during ourtelephoneconversation,the agreement is fairly competitive in terms of salary and
benefits. I have not addressed in this memorandum a series of minor scrivener's revisions that I
believe would benefit the agreement and make it more comprehensible. The following matters are of
greater significance and would need to be addressed in order to make the agreement more effective:
(1) The term of the current agreement is four years (Section 2). While that is not
necessarily unusual, given the Village's electoral process,it might behoove the Village politically to set
a shorter term with automatic renewal provisions. Of course,the practical effect of setting a particular
term is less relevant since the agreement may be terminated at-will. The reappointment provisions
should be deleted since the Village charter was recently amended to eliminate the requirement for
annual reappointment of the Manager.
(2) Section 3 (Termination and Severance Pay) does not address what occurs if the
termination of the manager occurs with less than 8 months left in the term of the agreement. Some
contracts provide that in the event the remaining term of the agreement is shorter than the number of
months encompassed by the severance payment, then the severance payment is reduced
commensurately. This is not necessarily an industry standard.
(3) The termination provision in Section 3 currently suggests that a"conviction"is required
in order for the Village to refuse to honor the severance package. The industry norm is that municipal
employers refuse to honor severance packages if the employee is terminated for reasons relating to
moral turpitude,dishonesty,dereliction ofduty,incompetence,criminal conduct,etc.,without the need
for a criminal conviction. Basing the decision to honor or not honor a severance package on whether or
not an employee is convicted unnecessarily ties the Council's hands.
(4) The current severance package provides for six months' worth of benefits (insurance,
etc.)post-termination. Does the Village wish to continue those benefits if the Manager finds a new job
within those six months? It is not unusual to terminate employment benefits once the employee finds
new employment.
(5) The provision at the end of paragraph one of Section 3 relating to liquidated damages
and the payment of benefits serving in the stead of any claims the Manager might have against the
Village is largely unenforceable insofar as claims of discrimination, harassment, etc., are involved. It
would be enforceable as to claims for direct compensation,reimbursement,etc.
1
(6) The 30-day notice requirement for the Manager to terminate the agreement is
uncharacteristically short Most agreements we have negotiated provide for a 60-day notice period.
Even though the current charter provides that a vacancy in the Manager's position must be filled within
30 days,given the difficulties of locating a new manager and/or promoting from within,60 days'notice
is not unreasonable.
(7) The current agreement has a cost of living provision that is somewhat confusing.
believe the intent is to provide the Manager with all cost of living increases that are granted across the
board to all other employees. However, as currently phrased, the Manager would be entitled to any
cost of living increase granted to any other employees, regardless of whether they are across the board
Or not. This section needs some re-writing to clarify the intent of the Village.
(8) The automobile allowance contains a mandatory adjustment pursuant to published
statistics. Does the Village want this to be automatic?
(9) The section relating to moving expenses(Section 7)should be deleted.
(10) With respect to insurance coverage and benefits(Section 9),do all employees receive
the same benefits? In other words,does the Village pay the same premiums for all its employees or do
department heads get additional coverage for dependents paid by the Village? The phrasing of this
section is awkward and could use some revision.
(11) Section 10 relating to indemnification should be rewritten to provide greater control to
the Village to select legal counsel, settle claims, direct litigation, etc. Does the Village want the
indemnification provision to extend beyond the time the Manager is employed provided the claim arises
from events that took place while the Manager was still employed? That is the norm in the industry. It
is also the norm to exclude coverage for acts determined by a court of competent jurisdiction to be
fraudulent or criminal in nature or, in some instances, deliberately tortious (warranting assessment of
punitive damages). In those situations, coverage is provided until such time as the court makes a
determination regarding the fraudulent or criminal nature of the conduct and reimbursement is then
sought from the employee for legal expenses (sometimes a mechanism is created that allows the
employer to set off reimbursement amounts due against monies owed to the employee). The section
relating to bonding should be deleted and included in a separate section.
(12) Section 11 relating to job expenses is somewhat unusual in the degree of control and
the limitation to$200 per month. The standard is to allow for reimbursement of reasonable business
expenses without limitation.
(13) Section 12 relating to retirement benefits needs some revision to eliminate confusion as
to what occurs in the event the Manager were to change jobs. The requirement to transfer ownership
of the funds in the ICMA-RC plan to the Manager(not to the succeeding employer)should extend to
those funds in the Village's retirement plan as well. Some agreements we have seen also have a
provision as to the Village's obligations regarding these funds in the event of the death of the Manager
(payment to beneficiary,etc.).
(14) The provisions in Section 13 relating to the application of leave and other personnel
policies should be revised to avoid the impression that the Manager is entitled to the same treatment
under all those policies as are the other employees of the Village. There are many reasons why the
Manager should not be entitled to avail himself of the same policies to the same degree as ministerial
employees. The provision should provide that he is subject to or governed by the same policies as
other employees of the Village. The phrase relating to retirement and pension system contributions
should be deleted because it contradicts and/or may be duplicative of the separate section that governs
retirement benefits.
•Page 2
(15) The agreement contains no provisions relating to conflicts of interest We customarily
include provisions in the agreement of administrators relating to conflicts of interest and the ownership
of real property within the jurisdiction of the municipality. Generally, with the exception of a personal
residence,we have required that managers not purchase real property within the jurisdiction without
the prior approval of the legislative body. We have also included a general prohibition of conflicts of
interest consistent with state law.
(16) Some agreements we have prepared have a separate section relating to the
municipality's obligations upon the death of the manager and provide a limitation on those duties. This
is not an industry norm.
(16) There are a series of general provisions that are not included in the agreement that
-could-normally-be-foundi he
agreement should contain an attorneys flee provision to recover costs associated with enforcement or
defense of the agreement. Provisions relating to proper venue, integration clauses, etc., should be
included.
Please feel free to contact me after you have had an opportunity to review these suggestions in the
context of the current agreement
•
•Page 3