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									CITY OF ALAMEDA
    Memorandum

    To:        Honorable Mayor and
               Members of the City Council

    From: Ann Marie Gallant
          Interim City Manager

    Date:      May 4 , 2010

    Re:        First Amendment to Contract for Interim City Manaqer

BACKGROUND


On April 1 , 2009 , the City Council approved a contract for interim city management
services with the undersigned (Exhibit 1).      Cost for this interim contract as negotiated
was $6, 000 less annually than the employment agreement between the City and its
prior City Manager , principally due to the absence of health benefits (medical , dental
long term disability and life insurance). Health benefits were not required at that time,
as coverage was provided under interim employee s personal policies.

DISCUSSION

A first amendment to the contract for interim city management services is hereby
requested, as " out of area " coverage for health benefits has been exceeded under the
employee s personal policies , resulting in significant " out of pocket" expenses paid by
employee. A   year remains on this interim management contract , consequently it is
logical to assume that further " out of pocket" cash expenses due to " out of area
coverage can be anticipated.

Thus, in the interest of financial equity, both parties have agreed to this first amendment
to the Interim City Manager contract ,       to include health benefits   for Alameda area
coverage.

FINANCIAL IMPACT

During the two- year    term of this contract , $12 000 ($6, 000 annually) savings wil be
generated. In      addition   , the proposed amendment ,   as mutually agreed , credits an
additional $5, 000   of unused professional development allowance previously approved in
this contract , that would be added to this amount , for a two- year aggregate savings of
$17 000. The remaining ten-month term on this contract would require $6, 850
approximately, for medical , dental and life coverages only, for a remaining net savings
of $10, 150.

                                                                                      City Council
                                                                              Agenda Item #4-
                                                                                          05-04-
Honorable Mayor and                                                     May       2010
Members of the City Council                                              Page 2 of 2

RECOMMENDATION


Approve first amendment to Interim City Manager Professional Service Agreement.


Respectfully submitted



Ann Marie allant
Interim City Manager

AMG:cb

Exhibit(s):

   1) April     2009 Staff Report and Contract
              1 ,

   2)   Interim City Manager Contract , as amended and annotated
CITY OF ALAMEDA
    Memorandum

    To:     Honorable Mayor and
            Members of the City Council

    From: David Brandt
            Acting City Manager

    Date: April 1 , 2009
    Re:     Agreement Appointing Ann Marie Gallant as Interim City Manager
            Effective April 1 , 2009

BACKGROUND

Due to the down turn in state and national economy, the City is facing financial
and budget challenges         that   require immediate and    effective operational
leadership from a seasoned City Manager with specialized skils and experience
in municipal finance. With the recent resignation of City Manager Debra Kurita
the City Council desires to appoint an Interim City Manager to fil the immediate
operational and budgetary needs of the City.

DISCUSSION

A sub-committee of the City Council has asked Interim Finance Director Ann
Marie Gallant to act as the Interim City Manager. Ms. Gallant has agreed to serve
the City under the terms described in the attached Agreement. Ms. Gallant would
serve as Interim City Manager for a 24 month period , in order to take the City
through the next two budget cycles. The City Council wil consider recruitment
for a permanent City Manager at such time as the City s financial situation has
stabilized and the operational structure of the City is deemed by the City Council
to be fiscally sustainable.
The proposed employment Agreement , which is attached , provides that the
Interim City Manager shall be paid a flat salary of $250 000 a year , with no
medical , dental , long term disability or life insurance benefits. The City shall pay
the employer PERS costs and the Interim City Manager shall pay the employee
PERS costs (currently 7% of salary). Also attached is a chart showing the break-
down of City costs of the prior City Manager , (proposed) Interim City Manager
Assistant City Manager , Chief of Police , Fire Chief , Police Captain , and City
Attorney, for comparison.

FINANCIAL IMPACT

                                                                                 Exhibit 1 to
                                                                            Agenda Item #4-
                                                                                     05-04-
Honorable Mayor and                         April 1 , 2009 Special Council Meeting
Members of the City Council                                             Page 2 of 2

As shown on the attached Compensation         Comparison Chart, the      proposed
Agreement wil save the City approximately $6, 000    annually when compared to
the employment agreement for the prior City Manager. Funds for this position are
already part of the City Manager s department budget. No additional funding is
required.

RECOMMENDATION

Recommend approval of the sub-committee        of the City Council' s negotiated
Agreement , substantially in the form as attached , between City of Alameda and
Ann Marie Gallant , appointing Ann Marie Gallant as Interim City Manager Effective
April 1 , 2009.

Respectfully submitted



Karen Wilis
Human Resources Director


Attachment(s):
1. Interim City Manager Employment Agreement Between
    The City of Alameda and Ann Marie C. Gallant
2. Compensation Comparison     Chart
                                 INTERIM CITY MANAGER
                                EMPLOYMENT AGREEMENT

                                             Between

                                       The City of Alameda

                                               And

                                      Ann Marie C. Gallant



This Agreement is entered into as of April 1 , 2009 by and between the City of Alameda
California , a municipal corporation (the " City" ), and Ann Marie Gallant , an individual
(the " Interim City Manager

                                            RECITALS

       Whereas ,   the City Council received a report at a           special Council meeting     on
February 7 , 2009 , that the down- turn in the national and state economies has dramatically
effected the City of Alameda s budget for the current and anticipated fiscal years , such that
the City' s General Fund and related funds wil continue to contend with considerable
revenue shortfalls , due to declines in retail sales, home sales , local taxes , interest , fees for
service , and state budget subventions; and

     Whereas, the City is also experiencing a structural deficit of $3.5 milion in its
General Fund , a $2. 6 millon deficit in its Internal Services Fund Group, and over $75
millon in unfunded accrued actuarial liabilty for post-employment benefits other than
pension for public safety employees and the City wil require pro-active operational and
budget decisions    to begin to effectively address these liabilties      while also building up
General Fund and related fund reserves; and

        Whereas , the City Council requires the services of an Interim City Manager with
specialized financial , budget and organizational skils and experience to guide it through
this period of economic challenge; and

       Whereas , Ann Marie Gallant has the necessary education ,          experience , skils and
expertise to serve as the City' s Interim City           Manager to lead the City through this
challenging economy and make operational changes necessary to preserve core services and
achieve a more effcient , effective and financially sustainable City government; and

      Whereas , the City Council of the City (the " City Council" ) desires to employ Ann
Marie Gallant to serve as the Interim City Manager of the City of Alameda


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        Now therefore , in consideration of these recitals and the mutual covenants contained
herein , the parties hereto agree as follows:

                                   Terms and Conditions

1.EMPLOYMENT The City hereby employs Ann Marie Gallant as its Interim City
Manager , and Ann Marie Gallant hereby accepts such employment.

2. TERM Interim City Manager shall be hired as a limited term employee for a minimum
period of twenty four (24) months , commencing April 1 , 2009 and ending March 31 , 2011
unless extended by mutual agreement. Such extensions shall be in 90 day increments , at
the commencement of which the City Council shall initiate its selection and recruitment
procedure for the appointment of a permanent City Manager.

Should the City Council elect to delay its executive search for a City Manager, or elect not
                                                 , this agreement shall automatically
to select a candidate at the term of this agreement
renew in 90 day increments as provided herein until such time as the City Council has
selected a permanent City Manager or until such time as the City provides the Interim City
Manager with timely notice of non-renewal. The City Council shall provide the Interim
City Manager with written notice of non-renewal at least 90 days prior to the initial
Termination Date or any succeeding Termination Date.

3. COMMITMENTS AND UNDERSTANDINGS

              Interim City Manager

                     Duties and Authority

                     (a)    The Interim City Manager shall be the chief executive and
                            administrative officer of the City and shall be responsible to
                            the City Council for the proper administration of all affairs of
                            the City.


                     (b)    The Interim City Manager shall perform all duties of the City
                            Manager as set forth in the Charter of the City of Alameda and
                            the Alameda Municipal Code (the " Municipal Code ), the
                            California Government code , including all operational and
                            implementation decisions consistent with City legislative
                            policies and procedures approved by the City Council, as may
                            be provided from time to time.

                     (c)    The Interim City Manager shall also         serve as Executive
                            Director of the Redevelopment Agency,    various City financing




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      authorities , joint powers authorities and any or all related City
      component units as presently designated.

(d)   The Interim City Manager shall administer and enforce
      policies established by the City Council and promulgate rules
      and regulations as necessary to implement such City Council
      policies.

(e)   To accomplish this , the Interim City Manager shall have the
      power and shall be required to:

      (i)      Attend all meetings of the City Council , unless excused
               due to temporary absence , as stated herein , or disabilty
               and participate in the discussion of all matters before
               the City Council. The Interim 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 meeting of the City
               Council.

      ( iii)   Direct the work of all appointed         officers and
                                                         City
               departments that are the concern and responsibilty of
               the City       Council , except those that are    directly
               appointed by or report directly to the City Council.

      (iv.     Undertake any study or investigation the Interim City
               Manager believes is necessary or desirable to effectuate
               the duties herein , and shall make any study or
               investigation the City Council directs.

      (v.      Implement changes that the Interim City Manager
               believes wil result in greater efficiency, economy, or
               improved public service           in the organization or
               administration of City affairs.

      (vi.)    Recommend to the City Council adoption of any and all
               measures the         Interim City Manager may deem
               necessary or expedient for the health , safety, or welfare
               of the community, or for the improvement of the City'
               immediate fiscal condition        or long   term financial
               sustain abilty .




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               (vii)    Consolidate or combine offices , positions , departments,
                        or units under the Interim City Manager s jurisdiction
                        and serve as the head of one or more City departments
                        as deemed necessary and appropriate , consistent with
                        the City Charter and Alameda Municipal Code.

               (vii) Conduct research in administrative practices in order to
                        achieve greater efficiency and economy           in City
                        government; develop and recommend          to the City
                        Council long-range plans to improve City    operations
                        and prepare for future City growth , development , and
                        financial sustainabilty.

               (ix)     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 present and future organizational
                        and financial challenges.

               (x)      Exercise control of City government in emergencies as
                        authorized by the Municipal Code and California law.

      Hours of Work

      (a)      The Interim City Manager is an exempt employee , but shall
               engage in those hours of work that are necessary to fulfll the
               obligations of the City Manger s position. The Interim City
               Manager does      not have   established hours of work as      the
               Interim City Manager is expected to be available at all times.

      (b)      It is   recognized that the Interim 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 Interim City
               Manager s schedule of work each day and week may vary in
               accordance with the work required to be performed.

      (c)      For purposes of this contract , a day shall be defined as eight
               hours.

City Council

      The City Council is responsible for all legislative decisions and
      policies for theCity of Alameda and shall set policy for the
      governance and administration of the City, and implement its policies



                                4 of 11
      through the Interim City Manager.

      The City Council recognizes that to meet the challenges facing the
      City it must exercise decisive policy leadership, consistent with its
      power under the City Charter.   Toward this effort, the City Council
      commits to that time necessary beyond regular City Council meetings
      to work with the Interim City Manager and staff on setting goals and
      priorities for City government , and to work on issues that may be
      inhibiting the maximum achievement of established City Council
      goals and policy direction during this interim period.


      The Interim City Manager shall take orders and instructions from the
      City Council only when it is sitting as a body.

Mutual Commitments

      Progress and Performance Reports

      (a)    Progress reports as to the status of implementing City Council
             policy direction are an important tool for the City Council and
             Interim City Manager to ensure effective communications
             about expectations and performance during this critical
             interim period.


      (b)    The City Council recognizes that for the Interim City Manager
             to respond to its needs , the Interim City Manager must receive
             the necessary direction from City Council members on the
             Interim City Manager s progress and performance.

      (c)    To ensure    that the Interim City Manager receives such
             feedback,   during this challenging interim period , the City
             Council shall conduct an evaluation of the Interim City
             Manager s performance every six months , in order to provide
             such feedback and for the purpose of mid-course corrections.

      (d)    The Interim City Manager and the City Council shall create
             goals and outcome measures that wil provide the basis for
             performance success during this interim management period.

      (e)    The City Council and the Interim City Manager shall define
             such goals and performance objectives as they mutually
             determine are necessary for the proper operation of the City
             for the attainment of the City Council' s policy objectives , and
             the City Council and the Interim City Manager shall further


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                  establish a    relative priority among those goals          and
                  performance objectives to ensure that expectations are both
                  reasonable and feasible.

            (f)   The review and evaluation shall be in accordance with specific
                  criteria developed jointly by the City Council and the Interim
                  City Manager. Such criteria may be added to or deleted as the
                  City Council may from time to time determine in consultation
                  with the Interim City Manager.

COMPENSATION The City agrees to provide the following compensation to the
Interim City Manager during the term of the agreement:

      Compensation and Required Employer Costs

            The salary for the position of contract Interim City Manager shall be
            $250 000 annually. City shall pay this salary in bi-weekly payments of
            $9615.38 , in accord with the City' s regular payroll practices , and
            subject to withholding required by law. The Interim City Manager
            shall be compensated for any City holiday occurring during the term
            of this Agreement.

            Required Employer Costs

            (a)   Federal Insurance Contributions Act (FICA).


                   (i)    Old Age Survivor and Disabilty Income (OASDI).

                   (ii)   Medicare.

            (b)   Unemployment Compensation

            (c)    California Public Employees   Retirement System (CaIPERS).
                  The City contracts with CalPERS for retirement benefits. The
                   City shall pay the employer s contribution for participation in
                  CalPERS and the Interim City Manager shall pay the
                  employee s contribution reported as tax deferred contributions
                  paid by the employee (Employee Pick-up " under IRC Section
                  414(h)(2)).

            (d)    The cost of any fidelity or other bonds required by law for the
                   Interim City Manager.

                   (i)    The cost to defend and indemnify      the Interim City



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                            Manager as provided in Section 7. E   below.


                     (ii)   Workers Compensation.

    Basic Benefits

           The Interim City Manager is a temporary employee and , therefore
           shall not receive any medical, dental , long term disabilty or life
           insurance benefits during the term of this Agreement.

           The Interim City Manager shall receive up to $2 500 reimbursement
           on an annual basis for her attendance at necessary official and other
           functions for the City and such other national, regional , state and
           local governmental groups or committees on which the Interim City
           Manager may serve as a member.

           Leave Allowance

           (a)       The Interim City Manager shall be given twelve hours of
                     vacation for use as family leave , vacation or rest and
                     recuperation each month ,   to be accrued on a bi-weekly basis
                     and used   only during the term of        this Agreement.
                     unaccrued leave shall be paid at the         termination of   this
                     Agreement. Eighty hours of this leave shall be credited at the
                     date of execution of this Agreement , for use by the Interim City
                     Manager as necessary and appropriate. Bi-weekly accrual
                     shall begin after the first 80 hours would have been earned.

           (b)       The Interim City Manager shall be given sick leave at the rate
                     of eight hours per month , accrued on a bi-weekly basis , to be
                     used as needed during the term of this Agreement.

SEPARATION

    Resignation

    The Interim City Manager may resign at any time with 90                days advance
    written notice of the effective date of the resignation.

    Termination and Removal

           Interim City Manager is an at-wil employee serving at the pleasure of
           the City Council under the authority of Charter Section 2- 2(A).




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      The City Council may remove the Interim City Manager at any time
      with or without cause ,by a majority vote of its members. Notice of
      contract termination shall be provided to the Interim City Manager
      with 90 days advance notice to ensure a successful transition to either
      a subsequent Interim or permanent City Manager. The Interim city
      Manager shall remain on payroll for the 90 day period and receive
      full pay and benefits.

      Failure to provide a 90- day advance notice in writing wil require   a 90-
      day payment- in- lieu of notice.

Involuntary Resignation

       Involuntary resignation " as used in this Section means Interim City
      Manager s discharge or dismissal by the City, or her resignation
      following a request by the City Council , approved by a majority vote
      of the entire City Council , that she resign. The termination and
      removal provisions of Sections 5 B (2) and 5 B (3) apply to an
        involuntary resignation.

      Involuntary resignation does not include Interim City Manager
      death , incapacity due to injury or ilness (physical or mental),
      dismissal for wilful misconduct, malfeasance , dishonesty for personal
      gain , or following conviction of a felony, or misdemeanor affecting her
      abilty to be covered under          fidelity bond ,nor Interim City
      Manager s resignation for any     reason other than so stated in this
      Section.

Separation for Cause

      Notwithstanding the provisions of Section 6. , the Interim City
      Manager may be terminated for cause. As used in this section
        cause " shall mean only one or more of the following:

      (a)    Conviction of a felony, or a misdemeanor affecting her abilty
             to be covered under a fidelity bond.
      (b)    Abuse of drugs or alcohol that materially            affect the
             performance of the City Manager s duties; or
      (c)    Repeated and protracted unexcused absences from      the Interim
             City Manager s office and duties.

      In the event the City terminates the Interim City Manager for cause
      then the Citymay terminate this Agreement immediately, and the
      Interim City Manager shall be entitled to only the compensation


                             8 of 11
           accrued up to the date of termination , and such   other termination
           benefits and payments as may be required by law

MISCELLANEOUS PROVISIONS

    Provisions that Survive Termination

    Only the sections   of this Agreement that bytheir terms are reasonably
    intended to survive the termination of this Agreement shall survive the
    termination of this Agreement.

    Amendments

    This Agreement may be amended at any time by mutual agreement of the
    City Council and the Interim City Manager. Any amendments are to be
    negotiated and adopted by the City Council in writing.




                                 9 of 11
Conflict of Interest

       The Interim City Manager shall not engage in any business or
       transaction or have a financial or other personal interest or
       association, direct or indirect, which is in conflct with the proper
       discharge of offcial duties or would tend to impair independence of
       judgment or action in the performance of official duties. Personal as
       distinguished from financial interest included an interest arising from
       blood or marriage relationships or close business , personal , or
       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 conflct of interest as defined herein.

       The Interim City Manager shall also be subject to the conflct of
       interest provisions of the California Government Code and any
       conflct of interest code applicable to the Interim city Manager s City
       employment.

       The Interim City Manager is responsible for submitting to the City
       Clerk the appropriate Conflct of Interest Statement at the time of
       appointment, annually thereafter , and at the time of separation from
       the position.


Indemnifcation

       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 Interim City Manager , the City shall defend and
       indemnify the Interim City       Manager against and for all      loses
       sustained by the Interim City Manager indirect consequences of the
       discharge of the Interim City Manager s duties on the City' s behalf
       for the period of the Interim City Manager s employment.

       The City shall defend , hold harmless and indemnify the Interim City
       Manager against any tort, professional liabilty 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 Interim
       City Manager s duties as Interim City Manager. The City may
       compromise and sette any such claim or suit and pay the amount
       any settlement or judgment rendered thereon.

       Whenever the Interim City Manager shall be sued for damages


                             10 of 11
       arising out of the performance of the Interim City Manager s duties
       the City shall provide defense counsel for the Interim City Manager in
       such suit and indemnify            the Interim City Manager from any
       judgment rendered against the Interim City Manager; provided that
       such indemnity shall not extend to any judgment for damages arising
       out of any wilful wrongdoing. 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 Interim City Manager s capacity as Interim City
       Manager , regardless of whether the notice of fiing 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 Interim City
       Manager may have under the law.

       The City and all parties claiming under or through it, hereby waives
       all rights of subrogation and contribution against the Interim City
       Manager , while acting within the scope of the Interim City Manager
       duties , form all claims , losses and liabilties arising out of or incident
       to activities or operations performed by or on behalf of the city or any
       party affiliated with or otherwise claiming under or through it
       regardless of any prior , concurrent, or subsequent active or passive
       negligence by the Interim City Manager.

       In the event that the Interim City  Manager shall serve as the chief
       executive of other city-related legal entities as provided in Section
        A(1)(c) above, then each provision of this Section 7. shall be
       equally applicable to each City-related legal entity as though set forth
       in an indemnity agreement between the Interim          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 Interim City Manager harmless against any
       failure or refusal by City-related legal entity to perform its obligations
       under this Section 7.

Severabilty

If any clause , sentence, part , section , or portion of this Agreement is found by
a court of competent jurisdiction to be ilegal 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.

Jurisdiction and Venue


                               11 of 11
This Agreement shall be construed in accordance with the laws of the State
of California , and the   Parties agree that venue shall be in the City of
Alameda , California




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             Entire Agreement

             This Contract     represents the entire agreement of    the Parties , and no
             representations have been made or relied upon except     as set forth herein.
             This Contract may be amended or modified only by a written , fully executed
             agreement of the Parties.

             Notice

             Any notice , amendments , or additions to this Agreement, including change of
             address of either party during the term of this Agreement, which the Interim
             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:

             City:                                     Interim City Manager:
             Offce of the Mayor                        Ann Marie Gallant
             2263 Santa Clara Ave.                     2263 Santa Clara Ave. ,   Suite 320
             Alameda , CA 94501                        Alameda , CA 94501

      EXECUTION

            City"
      CITY OF ALAMEDA
      A Municipal Corporation                              Interim City Manager


By:
      Beverly J. Johnson , Mayor          Date         Ann          Marie            Gallant
      Date


ATTEST:


By:
      Lara Weisiger ,   City Clerk       Date



APPROVED AS TO FORM:




                                           13 of 11
By:
      City Attorney   Date




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                                   INTERIM CITY MANAGER
                                  EMPLOYMENT AGREEMENT

                                                 Between

                                         The City of Alameda

                                                   And

                                         Ann Marie C. Gallant



This Agreement is entered       into as of April 1    , 2009 by and between the City of Alameda
California , a municipal   corporation (the " City     ), and Ann Marie Gallant ,      an individual (the
 Interim City Manager

                                              RECITALS

        Whereas , the City Council received a report at a special Council meeting on February 7
2009 , that the down- turn in the national and state economies has dramatically effected the City of
Alameda s budget for the cun-ent and anticipated fiscal years , such that the City s General Fund
and related funds will continue to contend with considerable revenue shortfalls , due to declines
in retail sales , home sales , local taxes , interest , fees for service , and state budget subventions; and

        Whereas , the City is also experiencing a structural deficit of $3. 5 million in its General
Fund , a $2. 6 million deficit in its Internal Services Fund Group, and over $75 million in
unfunded accrued actuarial liability for post-employment benefits other than pension for public
safety employees and the City will require pro-active operational and budget decisions to begin
to effectively address these liabilities while also building up General Fund and related fund
reserves; and

        Whereas ,   the City Council     requires the services of an Interim City Manager with
specialized financial , budget and organizational skills and experience to guide it through this
period of economic challenge; and

        Whereas , Ann Marie Gallant has the necessary education , experience , skills and expertise
to serve as the City s Interim City Manager to lead the City through this challenging economy
and make operational changes necessary to preserve core services and achieve a more efficient
effective and financially sustainable City government; and

       Whereas , the City Council of the City (the " City Council" ) desires to employ Ann Marie
Gallant to serve as the Interim City Manager of the City of Alameda




                                                   1 of 11




                                                                                                                     Exhibit 2 to
                                                                                                               Agenda Item #4-
                                                                                                                        05- 04-
       NOW THEREFORE , in consideration of              these   recitals and the mutual   covenants
             the parties hereto agree as follows:
contained herein ,


                                    Terms and Conditions

1. EMPLOYMENT The City hereby employs Ann Marie Gallant as its Interim City Manager
and Ann Marie Gallant hereby accepts such employment.

2.  TERM Interim City Manager shall be hired as a limited telm employee for a minimum
period of twenty four (24) months , commencing April 1 , 2009 and ending March 31 , 2011
unless extended by mutual agreement. Such extensions shall be in 90 day increments , at the
commencement of which the City Council shall initiate its selection and recruitment procedure
for the appointment of a pelmanent City Manager.

Should the City Council elect to delay its executive search for a City Manager, or elect not to
select a candidate at the tenn of this agreement , this agreement shall automatically renew in 90
day increments as provided herein until such time as the City Council has selected a permanent
City Manager or until such time as the City provides the Interim City Manager with timely notice
of non-renewal. The City Council shall provide the Interim City Manager with written notice of
non-renewal at least 90 days prior to the initial Termination Date or any succeeding Termination
Date.

3. COMMITMENTS AND UNERSTANDINGS

               Interim City Manager

                      Duties and Authority

                      (a)    The Interim City Manager shall be the chief executive              and
                             administrative officer of the City and shall be responsible to the
                             City Council for the proper administration of all affairs of the City.

                      (b)    The Interim City Manager shall pelfOlm all duties of the City
                             Manager as set fOlth in the Charter of the City of Alameda and the
                             Alameda Municipal Code (the " Municipal Code ), the California
                             Government code , including all operational and implementation
                             decisions consistent with City legislative policies and procedures
                             approved by the City Council , as may be provided from time to
                             time.

                      (c)    The Interim City Manager shall also serve as Executive Director of
                             the Redevelopment Agency, various City financing authorities
                             joint powers authorities and any or all related City component units
                             as presently designated.




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(d)   The Interim City Manager shall administer and enforce policies
      established by the           City Council and promulgate   rules and
      regulations as necessmy to implement such City Council policies.

(e)   To accomplish this , the Interim City Manager shall have the power
      and shall be required to:

      (i)     Attend all meetings of the City Council , unless excused due
              to temporary absence , as stated herein , or disability and
              participate in the discussion of all matters before the City
              Council. The Interim 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 meeting of the City Council.

      (iii)   Direct the work of all          appointed City officers and
              departments that are the concern and responsibility of the
              City Council , except those that are directly appointed by or
              repOli directly to the City Council.

      (iv.    Undertake any study or         investigation the Interim City
              Manager believes is necessary or desirable to effectuate the
              duties herein , and shall make any study or investigation the
              City Council directs.

      (v.     Implement changes that the Interim City Manager believes
              will result in greater efficiency, economy, or improved
              public service in the organization or administration of City
              affairs.

      (vi.    Recommend to the City Council adoption of any and all
              measures the Interim City Manager may deem necessary or
              expedient for the health , safety, or welfare of the
              community, or for the improvement of the City
              immediate fiscal condition or long term financial
              sustainability.

      (vii)   Consolidate or combine offices , positions , departments , or
              units under the Interim City Manager s jurisdiction and
              serve as the head of one or more City depmiments , as
              deemed necessmy and appropriate , consistent with the City
              Chmier and Alameda Municipal Code.




                         3 of 11
               (viii)   Conduct research in administrative practices in order to
                        achieve greater efficiency and economy in City
                        govemment; develop and recommend to the City Council
                        long-range plans to improve City operations and prepare
                        for future        City growth , development , and    financial
                        sustainability.

               (ix)     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
                        present and future organizational and financial challenges.

               (x)      Exercise control of City  govemment in emergencies as
                        authorized by the Municipal Code and Califomia law.

       Hours of Work

       (a)     The Interim City Manager is an exempt employee , but shall engage
               in those hours of work that are necessary to fulfill the obligations
               of the City Manger s position. The Interim City Manager does not
               have established hours of work as the Interim City         Manager is
               expected to be available at all times.

       (b)     It is recognized that the Interim City Manager must devote a great
               deal of time to the business of the City outside of the City
               customary offce hours , and to that end , the Interim City
               Manager s schedule of work each day and week may vary in
               accordance with the work required to be pelformed.

       (c)     F or purposes of this contract , a day shall be defined as eight hours.

City Council

       The City Council is responsible for all legislative decisions and policies
       for the City of Alameda and shall set policy for the govemance             and
       administration of the City, and implement its policies through the Interim
       City Manager.

       The City Council recognizes that to meet the challenges facing the City it
       must exercise decisive policy leadership, consistent with its power under
       the City Charter. Toward this effort , the City Council commits to that
       time necessary beyond regular City Council meetings to work with the
       Interim City Manager and staff on setting goals and priorities for City
       govemment , and to work on issues that may be inhibiting the maximum




                                 40f II
      achievement of established City Council goals and policy direction during
      this interim period.

      The Interim City Manager shall take orders and instructions from the City
      Council only when it is sitting as a body.

Mutual Commitments

      Progress and Performance Reports

      (a)    Progress repOlis as to the status of implementing City Council
             policy direction are an important tool for the City Council and
             Interim City Manager to ensure effective communications about
             expectations and performance during this critical interim period.

      (b)    The City Council recognizes that for the Interim City Manager to
             respond to its needs , the Interim City Manager must receive the
             necessmy direction from City Council members on the Interim
             City Manager s progress and pelfonnance.

      (c)    To ensure that the Interim City Manager receives such feedback
             during this challenging interim period , the City Council  shall
             conduct an evaluation of the Interim City Manager s perfonnance
             evelY six months , in order to provide such feedback and for the
             purpose of mid-course cOlTections.

      (d)    The Interim City Manager and the City Council shall create goals
             and outcome measures that wil provide the basis for pelformance
             success during this interim management period.

      (e)    The City Council and the Interim City Manager shall define such
             goals and perfonnance objectives as they mutually detennine are
             necessmy for the proper operation of the City for the attainment of
             the City Council's policy objectives , and the City Council and the
             Interim City Manager shall fmiher establish a relative priority
             among those goals and pelfonnance objectives to ensure that
             expectations are both reasonable and feasible.

      (f)    The review and evaluation     shall be in accordance with specific
             criteria developed jointly by the City Council and the Interim City
             Manager. Such criteria may be added to or deleted as the City
             Council may from time to time detennine in consultation with the
             Interim City Manager.




                             5 of II
COMPENSATION The City agrees to provide the                  fol1owing compensation to the
Interim City Manager during the tenn of the agreement:

       Compensation and Required Employer Costs

              The salary for the position of contract Interim City Manager shall be
              $250 000 annually. City shall pay this salary in bi-weekly payments of
              $9615.      , in accord with the City   s regular payroll practices ,    and subject
              to withholding required by law. The Interim City Manager shall be
              compensated for any City holiday occurring during the terlT of this
              Agreement.

              Required Employer Costs

              (a)      Federal Insurance Contributions Act (FICA).

                       (i)       Old Age Survivor and Disability Income (OASDI).

                       (ii)      Medicare.

              (b)      Unemployment Compensation

              (c)      California Public Employees Retirement System (CaIPERS). The
                       City contracts with CalPERS for retirement benefits. The City
                       shall pay the employer s contribution for participation in CalPERS
                       and the Interim City Manager shall               pay the employee
                       contribution reportcd as tax deferred contributions paid by the
                       employee (Employee Pick-up " under IRC Section 414(h)(2)).

              (d)      The cost of any fidelity or other bonds required by law for the
                       Interim City Manager.

                       (i)       The cost to defend and indemnify the Interim City Manager
                                 as provided in Section 7. E below.

                       (ii)      Workers Compensation.

      Basic Benefits

              The Interim City Manager       shalileceive ,medical , dental   "and ,l ite   insurance                 2. The h1terim City
                                                                                                                               500 reimbursement
              benefits during the term of this                                                          shall receive up to
                                                                                                        on an annual basis for her attendance at
                                                                                                        necessary official and other fWlCtions for
                                                                                                        the City and such other national , regional
                                                                                                        state and local goveminental groups or
              Leave Al10wance                                                                           committees on which the Interim City




                                         6 of 11
            (a)    The Interim City Manager shall be given twelve hours of vacation
                   for use as family leave , vacation or rest and recuperation each
                   month , to be accrued on a bi-weekly basis and used only during the
                   tenn of this Agreement. No unaccrued leave shall be paid at the
                   termination of this Agreement. Eighty hours of this leave shall be
                   credited at the date of execution of this Agreement , for use by the
                   Interim City Manager as necessary and appropriate. Bi-weekly
                   accrual shall begin after the first 80 hours would have been eamed.

            (b)    The Interim City Manager shall be given sick leave at the rate of
                   eight hours per month , accrued on a bi-weekly basis , to be used as
                   needed during the te11 of this Agreement.

SEPARATION

    Resignation

    The Interim City Manager may resign at any time with 90 days advance written
    notice of the effective date of the resignation.


    Termination and Removal

           Interim City Manager is an at-will employee serving at the pleasure of the
           City Council under the authority ofChm1er Section 2- 2(A).

           The City Council may remove the Interim City Manager at any time , with
           or without cause , by a majority vote of its members. Notice of contract
           tennination shall be provided to the Interim City Manager with 90 days
           advance notice to ensure a successful transition to either a subsequent
           Interim or pelmanent City Manager. The Interim           ity Manager shall
           remain on payroll for the 90 day period and receive full pay and benefits.

           Failure to provide a 90- day advance notice in writing will require a 90- day
           payment- in- lieu of notice.

    Involuntmy Resignation

            Involuntary resignation " as used in this Section means Interim City
           Manager s discharge or dismissal by the City, or her resignation following
           a request by the City Council , approved by a majority vote of the entire
           City Council , that she resign. The telmination and removal provisions of
           Sections 5 B (2) and 5 B (3) apply to an " involuntary resignation.

           Involuntary resignation does not include Interim City Manager s death
           incapacity due to injUlY or  illness (physical or mental), dismissal for


                                     7 of II
                                                                 ,"




            willful misconduct , malfeasance , dishonesty for personal gain , or
            following conviction of a felony, or misdemeanor affecting her ability to
            be covered under a fidelity bond , nor Interim City Manager s resignation
            for any reason other than so stated in this Section.

     Separation for Cause

            Notwithstanding the provisions of Section 6. , the Interim City Manager
            may be tenninated for cause. As used in this section cause " shall mean
            only one or more of the following:

            (a)    Conviction of a felony, or a misdemeanor affecting her ability to
                   be covered under a fidelity bond.
            (b)    Abuse of drugs or alcohol that materially affect the peIformance of
                   the City Manager s duties; or
            (c)    Repeated and protracted unexcused absences from the Interim City
                   Manager s office and duties.

            In the event the City terminates the Interim City Manager for cause , then
            the City may tenninate this Agreement immediately, and the Interim 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

MISCELLANEOUS PROVISIONS

    Provisions that Survive Termination

    Only the sections of this Agreement that by their telms are reasonably intended to
    survive the termination of this Agreement shall survive the telmination of this
    Agreement.

    Amendments

    This Agreement may be amended at any time by mutual agreement of the City
    Council and the Interim City Manager. Any amendments are to be negotiated and
     adopted by the City Council in writing.




                                    8 of II
Conflict of Interest

       The Interim City Manager shall not engage in any business or transaction
       or have a financial or other       personal interest or association , direct or
       indirect , which is in conflict with the proper discharge of offcial duties or
       would tend to impair independence of judgment or action in the
       pelformance of offcial duties. Personal as distinguished from financial
       interest included an interest arising from blood or maniage relationships
       or close business , personal , or political associations. This section shall not
       serve to prohibit independent acts or other forms of cntcrprise during those
       hours not covered by active City employment , providing such acts do not
       constitute a conflict of interest as defined herein.

       The Interim 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 Interim city Manager s City employment.

       The Intelim City Manager is responsible for submitting to the City Clerk
       the appropriate Conflict of Interest Statement at the time of appointment
       annually thereafter , and at the time of separation from the position.

Indemnifcation

       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
       Intcrim City Manager , the City shall defend and indemnify the Interim
       City Manager against and for all loses sustained by the Interim City
       Manager indirect consequences of the discharge of the Interim City
       Manager s duties on the City s behalf for the period of the Interim City
       Manager s employment.

       The City shall defend ,    hold haJTlless and indemnify the Interim 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 perfoffance of the Interim City Manager
       duties as Interim City Manager. The City may compromise and settle any
       such claim or suit and pay the amount of any settlement or judgment
       rendered thereon.

       Whenever the Interim City Manager shall be sued for damages arising out
       of the perfOlTlanCe of the Interim City Manager s duties , the City shall
       provide defense counsel for the Interim City Manager in such suit and
       indemnify the Interim City Manager from any judgment rendered against
       the Interim City Manager; provided that such indemnity shall not extend



                                9 of II
       to any judgment for damages arising out of any willful wrongdoing. 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 Interim City Manager s capacity as
       Interim 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 tennination of the Agreement and is
       in addition to any other rights or remedies that the Interim City Manager
       may have under the law.

       The City and all parties claiming under or through it , hereby waives all
       rights of subrogation and contribution against the Interim City Manager
       while acting within the scope of the Interim City Manager s duties , fOlm
       all claims , losses and liabilities arising out of or incident to activities or
       operations perfOlmed by or on       behalf of the city or any party affiliated
       with or otherwise claiming under or through it , regardless of any prior
       conculTent , or subsequent active or passive negligence by the Interim City
       Manager.

       In the event that the Interim City Manager shall serve as the chief
       executive of other city-related legal entities as provided in Section
        A(l)( c) above , then each provision of this Section 7. E shall be equally
       3.
       applicable to each City-related legal entity as though set torth in an
       indemnity agreement between the Interim City Manager and that legal
       entity. The City hereby guarantees       the perfonnance of this indemnity
       obligation by the City-related legal entity, and shall indemnify and hold
       the Interim City Manager hannless against any failure or refusal by City-
       related legal entity to pelfonn its obligations under this Section 7.

Severability

If any clause , sentence , pmi , section , or pOliion 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 pmis of this Agreement shall be fully
binding and enforceable by the Pmiies hereto.

Jurisdiction and Venue

This Agreement shall be construed in accordance with the laws of the State of
California , and the Pmiies agree that venue shall be in the City of Alameda
California




                                10 of 11
             Entire Agreement

             This Contract represents      the   entire agreement of the Parties ,     and no
             representations have been made or relied upon except as set f0l1h herein. This
             Contract may be amended or modified only by a written, fully executed
             agreement of the Pat1ies.

             Notice

             Any notice , amendments , or additions to this Agreement , including change of
             address of either party during the telm of this Agreement , which the Interim 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:


             City:                                        Interim City Manager:
             Office of the Mayor                          Ann Marie Gallant
             2263 Santa Clara Ave.                        2263 Santa Clara Ave. , Suite 320
             Alameda , CA 94501                           Alameda , CA 94501

      EXECUTION

             City
      CITY OF ALAMEDA
      A Municipal Corporation                                 Interim City Manager


By:
      Beverly J. Johnson , Mayor         Date             Ann Marie Gallant               Date


ATTEST:


By:
      Lara Weisiger , City Clerk         Date



APPROVED AS TO FORM:



By:
      City Attomey                       Date



                                            II of II

								
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