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Ed Tewes - Interim City Administrator Agreementi Interim Employment Agreement This Interim Employment Agreement ( "Agreement") is made and entered into this 19th day of October, 2015, by and between the CITY OF GILROY, California, a municipal corporation, (hereinafter called "Employer ") and J. Edward Tewes, (hereinafter called "Employee"), or "Parties," both of whom agree as follows: Section 1: Term This Agreement shall remain in full force in effect from October 19, 2015 to March 31, 2016, or the earlier start date of a permanent city administrator appointed by the city council, or unless terminated as provided in Sections 5 or 6 of this Agreement. The Parties to this Agreement may mutually agree to extend this Agreement beyond the March 31, 2016 date noted. Section 2: Duties and Authority Employer employs J. Edward Tewes as City Administrator on an interim, temporary basis to perform the functions and duties specified in the City of Gilroy Charter, Sections 700 -705, the Gilroy City Code Chapter 2, Sections 2.31 -2.32, and to perform other legally permissible and I roper duties and functions. Such employment is "at will" and subject to the terms of this Agreement. Section 3: Compensation and Work Schedule A. Base Salary: Employer agrees to pay Employee a monthly base salary of $18,000 payable in monthly installments on the last business day of the month and shall be subject to all applicable payroll taxes and withholdings. B. Support Service Equipment. Employee shall be provided office space and necessary equipment sufficient to fulfill the obligations under this Agreement, as determined by the City Council, at no cost to the Employee. C. Benefits. Other than the compensation described above, Employee will receive no other benefits, incentives, compensation in lieu of benefits or any other forms of compensation. D. 960 Hours Limitation - CalPERS Compliance. Pursuant to Government_ Code Sections 21221(h) and 7522.56(d), Employee is a CalPERS annuitant and is limited to working no more than 960 hours per fiscal year as a retired annuitant. Employer has determined that Employee has specialized skills needed to perform work of limited duration to prevent stoppage of public business. Employee shall be responsible to ensure his own compliance with CalPERS regulations and the Public Employee Pension Reform Act as it relates to working after retirement. Employee represents that he has not worked any hours for a CaIPERS employer in the 2016 fiscal year (July 1, 2015 — June 30, 2016) and will immediately notify the Employer if he works any hours for another CalPERS employer. Consistent with current Government Code provisions, the Employer shall not provide any benefits, leave time or compensation in lieu of benefits. Employee represents that he has not received any unemployment insurance payments for prior retired annuitant work for any CalPERS employer within twelve months of the effective date of this Agreement. Employee represents that more than 180 days have passed since his date of his bonafide CalPERS retirement. 4815- 9170 -15450 JK04706083 E. Exempt Position. The position is exempt from FSLA overtime pay requirements. This temporary full -time employment typically will average 40 hours per week, however, it is understood that working hours may exceed 40 hours per week and may occasionally be slightly less than 40 hours per week. Employee is expected to devote necessary time within and outside normal business hours to the business of the City. Employee may use his own judgment (consistent with his experience and with standards of practice in the industry) to determine his specific hours and work tasks performed or work events attended subject to the direction and oversight of the City Council. All hours worked must be tracked and submitted to the City for counting against the 960 -hour rule per fiscal year limitation as set forth in subsection E. above. Section 4: General Business Expenses Employer recognizes that certain expenses of a non - personal but job related nature are incurred by Employee, and agrees to reimburse or to pay said general expenses. The finance director is authorized to disburse such moneys upon receipt of duly executed expense or petty cash vouchers, receipts, statements or personal affidavits. Section 5: Termination For the purpose of this Agreement, involuntary termination of employment shall occur: A. Upon the death or continued inability of Employee to perform the essential functions and duties of the job for a period greater than twelve -work weeks in any twelve -month period, whether such inability results from Employee's physical or mental disability, or a serious health condition, unless a longer disability period is agreed to by the City Council. B. Following a vote by a majority of the City Council to terminate the Employee or to suspend Employee without pay for a period of greater than thirty (30) days, which vote occurs at a duly authorized public meeting. C. If the Employee resigns following an offer made by a majority of the City Council to accept resignation. D. If Employee resigns following a breach by Employer of any material provision of this Agreement, which breach is not cured within 30 days after written notice being given of such breach. Written notice of a breach of contract shall be provided in accordance with the provisions of Section 9 of this Agreement. E. The Parties to this Agreement may agree to waive the 30 day notice requirement to terminate.this Agreement. Section 6: Resignation In the event that Employee voluntarily resigns his position with Employer, he shall provide a minimum of 30 days notice unless the parties agree otherwise. In the event of resignation, Employer shall owe Employee nothing other than amounts that may be due to Employee for salary earned as of the date of termination. Upon notice of resignation, Employer shall have the option of relieving Employee of his duties and responsibilities prior to the effective date of resignation, provided that Employer continues to pay all amounts due to Employee for salary through and including the date of resignation 4815 - 9170- 1545v4 JH104706083 Section 7: Indemnification A. To the fullest extent permitted by law , Employer shall defend, save harmless and indemnify Employee against any and all claims, losses, damages, judgments, interest, settlements, fines, court costs and other reasonable costs and expenses of legal proceedings including attorneys fees, and any other liabilities incurred by, imposed upon, or suffered by Employee 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 his duties. Said duty to defend, indemnify and save harmless shall include, without limitation, any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, that is asserted by a third -party, other than the Employer and arises out of an alleged act or omission occurring in the performance of Employee's duties or resulting from his exercise of judgment or discretion in connection with the performance of his duties or responsibilities, unless the act or omission involved Employee's criminal act, or willful or wanton misconduct. The Employee shall promptly give written notice of any claim, threatened claim or litigation. Provided that prompt written notice is given, Employee may request and the Employer shall not unreasonably refuse to provide independent legal representation with legal counsel selected by Employer at Employer's expense and subject to Employee's approval of the choice of legal counsel, which approval shall not be unreasonably withheld. Legal representation, provided by Employer for Employee, shall extend until a final determination of the legal action including all appeals brought by either party, and will be provided under a reservation of rights to not pay any judgment, compromise or settlement if it is established by a judicial decision or jury verdict after completion of all appeals that the claim arose out of an act that fell outside the scope of Employee's duties and employment or was the result of a criminal act, or willful or wanton misconduct of the Employee. B. Any settlement or compromise of any claim must be made with prior approval of Employer, which approval shall not be unreasonably withheld or delayed in order for indemnification, as provided in this Section, to be available. C. The duty of defense shall include reimbursement of any out -of- pocket expenses incurred by Employee in connection with his service as a witness, party or other participant in litigation, whether such service occurs during or after the termination of Employment. D. Any duty of Employer to defend or indemnify Employee is contingent upon Employee's full, open and honest cooperation with defense counsel for Employer and Employee. Said duties of defense, indemnity and cooperation shall survive the termination of employment under this Agreement. E. Employer may elect, at its expense, to obtain policies of insurance that provide coverage for liabilities that are the subject to the foregoing indemnification and defense provisions. The contractual indemnity and defense provisions set forth above are in addition to any defense or indemnity that may be provided to Employee under any contract of insurance, and are not intended to in any way limit , waive or relinquish any right to defense or coverage from a third - party insurer. 4815- 9170- 1545v4 NOV06083 Section 8: Bonding Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law or ordinance. Section 9: Notices Notice pursuant to this Agreement shall be given by depositing in the custody of the United States Postal Service, postage prepaid, addressed as follows: (1) Don Gage, Mayor City of Gilroy 7351 Rosanna Street Gilroy, CA. 95020 (2) J. Edward Tewes 540 Via Sorrento Morgan Hill, CA. 95037 Alternatively, notice required pursuant to this Agreement may be personally given by hand - delivery to the designated person. Notice shall be deemed given as of the date of personal service or as the date of deposit of such written notice in the course of transmission in the United States Postal Service. Section 10: General Provisions A. Integration. This Agreement sets forth and establishes the entire understanding and agreement between the Employer and the Employee relating to the employment of the Employee by the Employer. Any prior discussions or representations by , or between the Parties are merged into and rendered null and void by this Agreement. The Parties by mutual written agreement. may amend any provision of this Agreement during the life of the Agreement. Such amendments shall be incorporated and made a part of this Agreement. B. Binding Effect. This Agreement shall be binding on the Employer and the Employee as well as their heirs, assigns, executors, personal representatives and successors in interest. C. Severability. The invalidity or partial invalidity of any portion of this Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the remaining provisions shall be deemed to be in full force and effect as if they have been executed by both. Parties subsequent to the expungement or judicial modification of the invalid provision. D. This Agreement was the subject of negotiation in which each side was advised by professional advisors of his /its own choosing. Accordingly, any presumption that any provision of this Agreement should be construed for or against one Party or the other is expressly disclaimed. E. This Agreement is entered into under the laws of the State of California, and venue for any action concerning this Agreement shall be limited to the Superior Court of the County of Santa 4815 - 9170 -15450 JH104706083 Clara. The required provisions of California Government Code 53243 - 53243.4, which are hereby agreed to and expressly made a part of this Agreement. Executed at Gilroy, California, on the date and year first above written. EMPLOYEE: J. EDWARD TEWES By: Approved as to Form: sw Andy Faber, cting City Attorney 4815 - 9170 -1545, v. 4 4815 - 9170- 15454 X04706083 EMPLOYER: DON GAGE, MAYOR av "I' q� ATTEST: a Freels, City Clerk