2022/10/25 City Council Resolution 2022-106 RESOLUTION NO. 2022-106
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING CITY MANAGER EMPLOYMENT AGREEMENT
BETWEEN THE CITY OF ROHNERT PARK AND MARCELA PIEDRA
WHEREAS, the City Council wishes to appoint Marcela Piedra to the position of City
Manager and enter into an Employment Agreement with Marcela Piedra to perform the duties of
City Manager;
WHEREAS, Marcela Piedra possesses the skills and expertise necessary to perform
these services;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that the City Council hereby appoints Marcela Piedra to the position of City Manager
effective January 3, 2023 and authorizes the Mayor to execute the City Manager Employment
Agreement between the City of Rohnert Park and Marcela Piedra in a substantially similar form
as attached hereto as Exhibit "A", subject to minor modifications by the City Attorney.
DULY AND REGULARLY ADOPTED this 25th day of October 2022.
CITY OF ROHNERT PARK
0
ackie El , Mayor
ATTEST:
----' i-Sylvia rty Clerk _--
Attachments: Exhibit A
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EXHIBIT “A”
CITY MANAGER EMPLOYMENT AGREEMENT
BETWEEN THE
CITY OF ROHNERT PARK
AND
MARCELA PIEDRA
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CITY MANAGER EMPLOYMENT AGREEMENT
BETWEEN THE
CITY OF ROHNERT PARK
AND
MARCELA PIEDRA
1. PARTIES AND DATE
This Employment Agreement (the “Agreement”) is made and entered into as of October 25,
2022 by and between the City of Rohnert Park, California, a municipal corporation (the
“City”), and Marcela Piedra (“Piedra”), an individual (the “City Manager”). The City and
the City Manager are sometimes individually referred to as a “Party” and collectively as
“Parties.”
A. The City requires the services of a City Manager.
B. The City Manager has the necessary education, experience, skills and expertise to
serve as the City’s City Manager.
C. The City Council of the City (the “City Council”) desires to employ the City
Manager to serve as the City Manager of City.
D. The Parties desire to execute this Agreement pursuant to the authority of and subject
to the provisions of Government Code Section 53260 et seq.
E. In consideration of these Recitals and the performance by the Parties of the promises,
covenants, and conditions herein contained, the Parties agree as provided in this
Agreement.
2. EMPLOYMENT
The City desires to employ Piedra as its City Manager to begin on January 3, 2023, subject to
the terms and conditions of this Agreement. Piedra desires to serve as City Manager subject
to the terms and conditions of this Agreement.
3. COMMITMENTS AND UNDERSTANDING
A. The City Manager’s Commitments
(1) Duties & Authority
(a) The City Manager shall be the chief executive officer of the City and
be responsible to the City Council for the proper administration of all
affairs of the City.
(b) The City Manager shall perform all of the duties of the City Manager
as set forth in Chapter 2.04 of the Rohnert Park Municipal Code (the
“Municipal Code”), the California Government Code, and City
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policies and procedures approved by the City Council, as may be
provided from time to time.
(c) The City Council may also designate the City Manager as the chief
executive of other City-related legal entities. Such other legal entities
could include financing authorities, and joint powers authorities.
(d) 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.
(e) To accomplish this, the City Manager shall have the power and shall
be required to:
(i) Attend all meetings of the City Council, unless excused by the
Mayor, and take part in the discussion of all matters before
the City Council. The City Manager shall receive notice of all
regular and special meetings of the City Council.
(ii) Review all agenda documents before preparing the agenda for
any regular or special meetings of the City Council. The City
Manager may publicly endorse or oppose any proposed
agenda items placed on the agenda by persons other than the
City Manager or the City Manager’s staff.
(iii) Direct the work of all elective and appointive City officers
and departments that are the concern and responsibility of the
City Council, except those that are directly appointed by or
report directly to the City Council. The City Manager may
undertake any study or investigation the City Manager
believes is necessary or desirable and shall make any study or
investigation the City Council directs. The City Manager
shall endeavor to implement changes that the City Manager
believes will result in greater efficiency, economy, or
improved public service in the administration of City affairs.
(iv) Recommend to the City Council from time to time, adoption
of such measures as the City Manager may deem necessary or
expedient for the health, safety, or welfare of the community
or for the improvement of administrative services.
(v) Consolidate or combine offices, positions, departments, or
units under the City Manager’s jurisdiction. The City
Manager may be the head of one or more City departments.
(vi) Conduct research in administrative practices in order to bring
about greater efficiency and economy in City government,
and develop and recommend to the City Council long-range
plans to improve City operations and prepare for future City
growth and development.
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(vii) Provide management training and develop leadership qualities
among department heads and staff as necessary to build a City
management team that can plan for and meet future
challenges.
(viii) Exercise control of City government in emergencies as
authorized by the Municipal Code and California law.
(2) Hours of Work
(a) The City Manager is an exempt employee but is expected 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. While the City Manager has discretion over the City
Manager’s work schedule and work location, the City Manager shall
spend sufficient hours at City Hall to perform the City Manager's
duties.
(c) The City Manager shall not spend more than 8 hours per month in
teaching, consulting, speaking, or other non-City connected business
for which compensation is paid without the express prior consent of
the City Council.
(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
accommodation 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 severance benefits provided in Section 5.C below.
B. City Commitments
(1) The City shall provide the City Manager with the compensation, incentives
and benefits specified elsewhere in this Agreement.
(2) The City shall provide the City Manager with a private office, administrative
staff, office equipment, supplies, management allowance, and all other
facilities and services adequate for the performance of the City Manager’s
duties.
(3) In accordance with Municipal Code section 2.04.040, the City shall pay for or
provide the City Manager reimbursement for all actual business expenses.
The City shall provide the City Manager a City credit card to charge
appropriate and lawful business expenses.
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(4) The City agrees to pay the professional dues and subscriptions on behalf of
the City Manager which are necessary for the City Manager’s continuation
and full participation in national, regional, state, or local associations and
organizations necessary and desirable for the good of the City, and for the
City Manager’s continued professional participation and advancement.
(5) 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 governmental groups and committees upon which the City Manager
serves as a member.
(6) The City recognizes the desirability of representation in and before local civic
and other organizations, and the City Manager is authorized to become a
member of civic clubs or organizations, for which the City shall pay
membership dues.
(7) Given the importance of technological tools to the effective and efficient
business of City government, the City shall provide computer, laptop
computer, high-speed internet access, cellular phone, electronic calendar,
copy machine and similar devices to the City Manager at the City’s expense.
C. City Council Commitments
(1) The City Council sets policy for the governance and administration of the
City, and it implements its policies through the City Manager.
(2) The City Council commits to work with the City Manager and staff on setting
goals and priorities for the City government, and to work on issues that may
be inhibiting the maximum achievement of City goals.
(3) Except for the purpose of inquiry, in accordance with Municipal Code section
2.04.160, the City Council and its members shall deal with all subordinate
City employees, officers, contractors, and consultants solely through the City
Manager or the City Manager’s designee.
(4) Neither the City Council nor any of its members shall interfere with the
execution of the powers and duties of the City Manager. The City Manager
shall take orders and instructions from the City Council only when it is sitting
as a body in a lawfully held meeting.
D. Mutual Commitments
(1) Performance Evaluation
(a) Annual performance evaluations are an important way for the City
Council and City Manager to ensure effective communications about
expectations and performance.
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(b) The City Council recognizes that for the City Manager to respond to
its needs and to grow in the performance of the City Manager’s job,
the City Manager needs to know how the City Council Members
evaluate the City Manager’s performance.
(c) To assure that the City Manager gets this feedback, the City Council
shall conduct an evaluation of the City Manager’s performance at least
once each year. The City Council and the City Manager agree that
performance evaluations, for the purpose of mid-course corrections,
may occur quarterly or several times during each calendar year.
(d) The Parties agree that an annual evaluation shall occur in February of
each year for purposes of performance and salary review. City also
agrees that during this annual review it will consider all possible merit-
based increases.
(e) It shall be a mutual goal of the City Manager and the City Council to
annually create and prioritize goals for the ensuing year.
4. COMPENSATION
The City agrees to provide the following compensation to the City Manager during the term
of the agreement:
A. Compensation & Required Employer Costs
(1) Base Salary
(a) The annual salary for the position of City Manager shall be $307,000.
Beginning on July 1, 2024, City Manager shall be entitled to a three
percent (3%) cost of living adjustment. Beginning on July 1, 2025,
City Manager shall be entitled to a three percent (3%) cost of living
adjustment.
(b) The City Manager shall be paid at the same intervals and in the same
manner as regular City employees.
(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 City department heads.
B. Basic Benefits
(1) Management Allowance
The City Manager shall be provided a monthly management allowance in the
amount of $600 per month, in lieu of automobile allowance.
(2) Additional Benefits
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The City Manager shall be entitled to all benefits, rights, and privileges
accorded to non-public safety Management Unit except for the following:
(i) In addition to Base Salary, the City Manager shall receive
5% of Base Salary placed into a deferred compensation
401(a) account established by the City.
(ii) Relocation Allowance: City shall provide a one-time
reimbursement of actual expenses incurred by City
Manager related to relocation, including moving and/or
housing costs that are incurred by the City Manager in an
amount not to exceed $15,000, contingent on City Manager
providing proof of residency within Sonoma County and
within a 25 mile radius of City’s City Hall, and complete
execution of this agreement. Expenses eligible for
reimbursement include: cost of professional movers, cost
of rental moving vehicles, equipment and supplies, rent,
security or cleaning deposits, real estate location services
(not including real estate brokers’ commissions), utility
hook-up and deposit charges, termination fees of existing
leases, and incidental costs. City Manager shall provide
City with a reimbursement request, including receipts for
costs incurred, within thirty (30) days after incurring the
eligible cost. City will promptly process and pay within
thirty (30) days following receipt of the request and
receipts.
If there is any conflict between this Agreement and any resolution fixing
compensation and benefits for non-public safety City Department Directors or
other unclassified employees, this Agreement shall control.
(3) Internal Revenue Code Compliance
All provisions of this Section 4.B are subject to the provisions and limitations
of the Internal Revenue Code and its related regulations as amended from
time to time. No requirement of any provision of this Section 4.B shall be
effective if it would violate any provision of the Internal Revenue Code or its
related regulations, and the inability of the City to effectuate such
requirements shall not constitute a breach of this Agreement.
(4) Upon commencing employment as City Manager, City Manager shall be
credited with a balance of accrued annual leave of 120 hours and City
Manager shall accrue annual leave at a rate of 232 hours per year.
(5) The City agrees to assure that the City Manager is enrolled into the
California Public Employees Retirement System and to make the
appropriate City contributions. City Manager shall be included in the
City’s Miscellaneous Plan with CalPERS at the 2% at age 55 benefit level.
City has determined and warrants that City Manager is a “current” or
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“classic” employee and not a “new” employee as those terms are used and
defined in the California Pension Reform Act (Gov. Code 7522 et seq.),
effective January 1, 2013, and subsequent CalPERS implementing
regulations.
5. TERM OF AGREEMENT; SEPARATION
A. Term of Agreement. This Agreement shall have a three year term from the date the
City Manager begins employment in Section 2, unless terminated by either party in
accordance with this Section. If either Party intends not to renew or extend the Term
at its expiration, the Party shall give notice to the other Party at least six months
prior to the expiration of the Term.
B. Resignation/Retirement
The City Manager may resign at any time and agrees to give the City at least 45
days advance written notice of the effective date of the City Manager’s
resignation, unless the Parties otherwise agree in writing. If the City Manager
retires from full time public service with the City, the City Manager shall
provide six months advance notice. The City Manager’s actual retirement date
will be mutually established.
C. Termination & Removal
(1) 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 remove the City Manager at any time, with or without
cause, by a majority vote of its members. Notice of termination shall be
provided to the City Manager in writing. Termination as used in this Section
C shall also include request that the City Manager resign or elimination of the
City Manager's (or City Administrator's) position. Any such notice of
termination or act constituting termination shall be given at or effectuated at a
duly noticed regular meeting of the City Council.
(3) The City Manager shall not be removed during the 120-day period preceding
or following any City election for membership on the City Council, or during
the 120-day period following any change in membership of the City Council,
except upon unanimous vote of the City Council.
(4) Given the at-will nature of the position of City Manager, an important
element of this 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
Manager is done in a businesslike manner.
D. Severance Pay
(1) In the event the City Manager is terminated by the City Council during such
time that the City Manager is willing and able to perform the City Manager’s
duties under this Agreement, then the City agrees to pay the City Manager a
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lump sum cash payment equal to 9 months of the then current base salary of
the City Manager, or if less than 9 months are remaining in the term, then a
lump sum amount equal to the number of months remaining times the then
current monthly base salary of the City Manager. At City Manager’s option,
this severance may be paid as a continuation of salary on the existing
biweekly basis.
(2) All payments required under Sections 5.D(1) are subject to and shall be
interpreted to comply with the limitations set forth in Government Code
Section 53260.
E. Involuntary Resignation
(1) In the event that the City Council formally or a representative of a
majority of the City Council informally asks the City Manager to resign,
then the City Manager shall be entitled to resign and still receive the
severance benefits provided in Section 5.D(1) above.
(2) If the City reduces the base salary, compensation, or any other benefit of
the City Manager, unless it is applied in no greater percentage than the
average reduction of all department heads, then the City Manager shall be
entitled to resign and still receive the severance benefits provided in
Section 5.D(1) above.
F. Separation for Cause
(1) Notwithstanding the severance provisions of Section 5.D, the City Manager
may be terminated for cause at any time. Termination for cause means
termination based upon a malfeasance of any nature occurring during the
course and scope of the City Manager's duties as City Manager, or a
conviction, plea bargain, or personal adverse State or Federal determination
against the City Manager individually involving any felony, intentional tort,
crime of moral turpitude, or violation of statute or law constituting forfeiture
of office, misconduct in office for personal gain, misuse of public funds for
personal benefit, or conflict of interest resulting in conviction.
(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,
payments required by Section 5.G below, and such other termination benefits
and payments as may be required by law. If the City Manager is terminated
for cause, then she shall not be entitled to any severance benefits provided by
Section 5.D.
G. Payment for Unused Leave Balance
(1) On separation from City employment, the City Manager shall be paid for all
unused accrued annual and administrative leave. Accumulated annual and
administrative leave balances shall be paid at the City Manager’s monthly
salary rate at the effective date of separation.
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(2) 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 salary, and
any in-lieu payments for accrued benefits, including compensation for the
value of all accrued annual and administrative leave balances.
H. Reimbursement by City Manager to City – AB 1344 Requirements
(1) If this Agreement is terminated, any cash settlement related to the
termination that City Manager may receive from the City shall be fully
reimbursed to the City if City Manager is convicted of a crime involving
an abuse of his office or position as defined by Government Code section
53243.4.
(2) If any express or implied provision of this Agreement, the Municipal Code
of the City, or any policy or practice of the City provide paid leave salary
to City Manager pending an investigation, said paid leave salary shall be
fully reimbursed by the City Manager to the City if City Manager is
convicted of a crime involving an abuse of his office or position as defined
by Government Code section 53243.4.
(3) If any express or implied provision of this Agreement, the Municipal Code
of the City, or any policy or practice of the City provide for payment of
funds for the legal criminal defense of City Manager, said funds paid for
legal defense shall be fully reimbursed by City Manager to the City if City
Manager is convicted of a crime involving an abuse of office or position
as defined by Government Code section 53243.4.
6. MISCELLANEOUS PROVISIONS
A. 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 not limited to
Sections 5.C and 6.D. These sections, and the others so intended, shall survive
termination of employment and termination of this Agreement.
B. Amendments
This Agreement may be amended at any time by mutual agreement of the City and
the City Manager. Any amendments are to be negotiated, put in writing, and
adopted by the City Council.
C. Conflict of Interest
(1) The City Manager shall not engage in any business or transaction or shall
have a financial or other personal interest or association, direct or indirect,
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
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political associations. This section shall not serve to prohibit independent
acts or other forms of enterprise 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 applicable
to the City Manager’s City employment.
(3) The City Manager is responsible for submitting to the City Clerk the
appropriate Conflict of Interest Statements at the time of appointment,
annually thereafter, and at the time of separation from the position.
(4) City shall support City Manager in keeping commitments to the
International City Manager Association Code of Ethics by refraining from
any order, direction or request that would require City Manager to violate
the ICMA Code of Ethics. Specifically, City Manager shall not be
requested as part of his City Manager’s duties to endorse any candidate,
make any financial contribution, sign or circulate any petition, or
participate in any fund-raising activity for individuals seeking or holding
elected office, nor to handle any matter of personnel on a basis other than
fairness, impartiality and merit.
D. Indemnification
(1) To the full extent of the law as provided by the California Torts Claims Act
(Government Code Section 810 et seq.) and the indemnity provisions of this
Agreement, whichever shall provide the greatest protection to the City
Manager, the City shall defend and indemnify the City Manager against and
for all losses sustained by the City Manager in direct consequences of the
discharge of the City Manager’s duties on the City’s behalf for the period of
the City Manager’s employment.
(2) The City shall defend, save harmless and indemnify the City Manager against
any tort, professional 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 the City Manager’s duties as City Manager, provided that
such indemnity shall not extend to any judgment for damages arising out of
any willful wrongdoing or gets performed outside the normal cause and scope
of her employment. This indemnification shall extend beyond termination of
employment and the otherwise expiration of this Agreement to provide
protection for any such acts undertaken or committed in the City Manager’s
capacity as City Manager, regardless of whether the notice of filing of a
lawsuit occurs during or following employment with the City. This
indemnity provision shall survive the termination of the Agreement and is in
addition to any other rights or remedies that the City Manager may have
under the law. The City may compromise and settle any such claim or suit
and pay the amount of any settlement or judgment rendered thereon.
(3) In the event that the City Manager shall serve as the chief executive of other
City-related legal entities as provided in Section 3.A(1)(c) above, then each
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provision of this Section 6.D shall be equally applicable to each City-related
legal entity as though set forth in an indemnity agreement between the City
Manager and that legal entity. The City hereby guarantees the performance
of this indemnity obligation by the City-related legal entity, and shall
indemnify and hold the City Manager harmless against any failure or refusal
by City-related legal entity to perform its obligations under this Section 6.D.
E. 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, sentence,
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.
F. Laws Affecting Title
In addition to those laws affecting a City Manager, the City Manager shall have the
same powers, rights and responsibilities as a Chief Executive Officer, City
Administrative Officer, Administrator, and/or City Administrator as those terms are
used in local, state or federal laws.
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 shall be in Sonoma County, California.
H. Entire Agreement
This Agreement represents the entire agreement of the Parties, and no
representations have been made or relied upon except as set forth herein. This
Agreement 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 follows:
(1) If to the City:
City Clerk
City Hall
130 Avram Avenue
Rohnert Park, CA 94928
(2) If to the City Manager:
Marcela Piedra,
address on file with Human Resources.
7. EXECUTION
Attachment 2