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EXHIBIT 1
EMPLOYMENT CONTRACT FOR CITY MANAGER
This Employment Contract is made and entered into on August 20, 2024, by and between the CITY OF STOCKTON, STATE OF CALIFORNIA, a municipal corporation, by and through its City Council (EMPLOYER), and HARRY EUGENE BLACK (EMPLOYEE). This employment contract takes effect upon execution.
RECITALS:
1. EMPLOYER is a Chartered City of the State of California;
2. EMPLOYER, in accordance with the provisions of Article XII, Section 1200, of the Charter, desires to employ the services of EMPLOYEE as the City Manager;
3. EMPLOYEE desires to continue employment as the Stockton City Manager;
4. It is the desire of both EMPLOYER and EMPLOYEE to set forth in this Second Amended Employment Contract the terms and conditions of said employment;
NOW THEREFORE, in consideration of th e mutual covenants herein contained, the parties agree as follows:
ARTICLE I
TERM OF EMPLOYMENT
Section 1.01 Term: EMPLOYER hereby emplo ys EMPLOYEE as the City Manager and EMPLOYEE hereby accepts said employment for a term of four (4) years.
At least twelve (12) months prior to the Termination Date, the par ties shall engage in discussions over an extension, or the City shall give Empl oyee timely notice of no extension.
Section 1.02 At Will Employee : EMPLOYEE serves at the pleasure of EMPLOYER and may be terminat ed at the will of EMPLOYER, subject only to section 1200 of the City Charter and the notice and severance provisions set forth in Section 5.02 of this Employment Contract. In like manner, nothing in this Contract shall prevent, limit, or otherwise interfere with the right of EMPLOYEE to resign at any time as City Manager, subject only to the notice provisions set forth in Section 5.02 of this Employment Contract.
EMPLOYEE further acknowledges that EMPLOYER has made no implied, expressed, or written assurances of continued employm ent with the City of St ockton other than as specifically set forth in this Contract.
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EXHIBIT 1
ARTICLE II
DUTIES AND OBLIGATION OF EMPLOYEE
Section 2.01 Duties: EMPLOYER shall employ EMPLOYEE as City Manager of the City of Stockton to perform the functions and duties as specified in the City Charter, Ordinances of the City, California Constitution, and California Statutes, and to perform such other legally permissible and proper duties and functions as EMPL OYER shall from time to time assign to EMPLOYEE which are reasonably related to the duties and functions of a City Manager.
Section 2.02 Devotion to Duties: EMPLOYEE shall devote his entire productive time, ability, and attention to the business of EMPL OYER during the term of this Employment Contract. EMPLOYEE shall not engage in any other public or pr ivate employment during the term of this Contract. Notwithstanding the prio r sentence, EMPLOYEE may, as authorized by EMPLOYER, teach or provide limited services to charitable or professional organizations where such teaching or services do not conflict or interfere with EMPLOYEE's duties as City Manager.
This Contract shall not be interpreted nor intended to prohibit EMPLOYEE from making passive personal investments.
Section 2.03 Community Outreach: EMPLOYEE acknowledges the benefits of being engaged in the community as a m eans to provide information to, and gain the confidence of, the community. This outreach is separate and di stinct from political outreach and provides EMPLOYEE insights and perspectives to effectively advise the City Council on policy matters.
EMPLOYEE shall create and implem ent an outreach strategy to specifically capture these benefits.
Section 2.04 Performance Evaluation Procedures: The City Council shall review and evaluate the performance of EMPLOYEE on an annual basis at a time to be determined by the City Council. The evaluation shall include consideration of EMPLOYEE's performance and shall include the presentation of a proposed work plan by the EMPL OYEE. The work plan will be based on an appraisal of the current status or conditions in the City, specific major work program objectives necessary to achieve the City Council's goals, and the resource capability of the City organization. The work plan shall be approved as submitted or as modified by the EMPLOYER, at the sole discretion of the EMPLOYER, and may be altered at any time by the EMPLOYER with input from EMPLOYEE. EMPLOYER shall conduct subsequent evaluations no less frequently than annually and shall include a revi ew and evaluation of the performance of EMPLOYEE in accordance with the approved wo rk plan together with the other duties and functions assigned to EMPLOYEE. As part of the evaluation process, EMPLOYER and EMPLOYEE shall discuss changes and additions to the work plan. If either EMPLOYER or EMPLOYEE requests it, a professi onal facilitator may be hired to assist in the performance evaluation process. Within a mutually agreed upon time frame between EMPLOYEE and EMPLOYER, the EMPLOYEE shall submit a list of three to five names of proposed facilitators of the evaluation process. The EMPLOYER will select a facilitat or from EMPLOYEE’s list. If EMPLOYEE does not submit a list of names of facilitators, the EM PLOYER will select a facilitator of their choice.
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ARTICLE Ill
COMPENSATION
Section 3.01 Annual Base Salary: EMPLOYER shall pay EMPLOYEE for services rendered by him pursuant to this Employment Contract an annual base salary of $348,068, payable in installments at the time as other employees of EMPLOYER are paid.
EMPLOYEE shall receive cost of living increases, in accor dance with the cost of living increases subsequently provided to other Executive Management employees. EMPLOYER, in its sole and absolute discretion, may adjus t the annual base salary of EMPLOYEE at such times and to such extent as EMPLOYER may determine. In exercising its discretionary authority, EMPLOYER shall act fairly and in good faith with EMPLOYEE. In no case shall EMPLOYEE's annual base salary be decreased unless such decrease is a percentage consistent with a decrease applicable to employees of EMPLOYER generally.
Section 3.02 Salary Compaction : If the annual base sala ries of EMPLOYER’s Department Heads such as the Chief of Police or the Fire Chief move within five percent (5%) of the EMPLOYEE’s annual base salary, the parties agree to meet to discuss salary compaction.
ARTICLE IV
EMPLOYEE BENEFITS
Section 4.01 Automobile Expense Reimbursement; Insurance: During the term of this Employment Contract, EMPLOYEE, to the ex tent necessary to perform his duties, shall use his own personal vehicle. EMPLOYEE shall be responsible for the payment of all operating expenses of the vehicle, including, but not limited to, gasoline, oi l, service, and repair, and, if necessary, the replacement of his automobile; provided, however, EMPLOYER shall pay to EMPLOYEE a monthly auto allowance of $750.00. EMPLOYEE shall procure and maintain, at his expense, a comprehensive automobile liability insurance policy on the vehicle being used by him in connection with this Employment Contract, in an amount consistent with City policy.
EMPLOYER shall be named as a co-insured by an endorsement to that policy. Any expense related to this endorsement shall be the sole responsibility of EMPLOYER. During the course of this Employment Contract, EMPLO YEE shall provide EMPLOYER with written documentation that said insurance policy is in full force and effect, upon request. Said policy shall also include a provision notifying EMPLOYER prior to the cancellation thereof.
Section 4.02 Deferred Compensation, Health Coverage, Life Insurance, Disability, and Holidays: Except as otherwise provided herein, EMPLOYEE shall be entitled to receive those benefits provided by EMPLOYER to ot her department heads of th e City of Stockton, including those appointed by EMPLOYER, which benefits consist of health, dental, and vision coverage, retirement benefits, life insurance, disability, a voluntary deferred compensation plan and holidays. The benefits so provided are subject to modification during the course of this Employment Contract at the sole and absolute discretion of EMPLOYER at such limes and to such extent as EMPLOYER ma y deem appropriate, provided, however, there shall be no reduction in benefits unless EMPLOYER implements the same reduction of benefits to all other department heads of the City of Stockton.
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Section 4.03 Vacation and Sick Leave: EMPLOYEE shall be cred ited with thirty (30) days of vacation as of the commencement of this employment contract and shall receive thirty (30) days of annual vacation leave annually. Annual vacation leave shall be administered in the same manner as vacation is adm inistered for department head employees of EMPLOYER with regard to timing of credits and EMPLOYEE may sell back up to three (3) weeks of vacation per fiscal year. Maximum vacation accrual is one hundred twenty (120) days including the initial vacation credits and existing vacation accrual balances. EMPLOYEE shall be credited with fifteen (15) days of sick leave as of the commencement of employment as City Manager and shall accrue fifteen (15) days of sick leave annually with unlimited accumulation.
Sick leave may be used in accordance with policies applicable to department head employees of EMPLOYER.
Section 4.04 Professional Dues and Subscriptions: EMPLOYER shall pay for professional dues and subscriptions of EMPLO YEE necessary for his continuation and full participation in national, state, and city manager associations (e.g., International City Managers' Association, National League of Cities, League of California Cities, California Public Employer Relations Association, California Association for Local Economic Development, California City Managers' Foundation, Society fo r Human Resource Management, et c.), subject to budget limitations and prior review and approval by EMPLOYER.
Section 4.05 Expenses: EMPLOYEE shall be entitled to reimbursement for all reasonable expenses necessarily incurred by him in the performanc e of his duties upon presentation of vouchers indicating the amount and purpose thereof, and further provided that such expenses are in accordance with policies es tablished from time to time by EMPLOYER and consistent with budget allo cations adopted by EMPLOYER for that purpose during the term of this Contract.
Section 4.06 Professional Development: EMPLOYER shall pay travel and subsistence expenses of EMPLOYEE for profe ssional and office travel, meetings, and occasions adequate to continue the profe ssional development of EMPLOYEE and to adequately pursue necessary official functions fo r EMPLOYER , including, but not limited to, the annual conference, departmental meetings, and policy committees of the International City Management Association, League of California Cities, Ca lifornia City Management Foundation, California Public Employers Labor Relations Association, California Association for Local Economic Development, and such other national, regional, state, and local government groups and committees thereof which EMPLOYEE se rves as a member, provided provisions for such costs are contained in the annual budget. EMPLOYER also shall pay tuition, travel, and subsistence expenses of EMPLOYEE for short courses, institutes, and seminars that are necessary for his professional development and for the good of the City (i.e., Harvard Kennedy School for Senior Executives in State and Local Government, Univ ersity of Virginia Senior Executives Institute, etc.), subject to budget limitations. EMPLOYEE may utilize the services of an executive coach, paid for by EMPLOYER, up to a maximum amount of $10,000 per fiscal year.
Section 4.07 Technology Allowance: EMPLOYER shall pay to EMPLOYEE a technology allowance of $400.00 per month. EMPLOYEE shall purchase and maintain his own cellular/smart phone and home/tr avel computer and relate d telecommunications and broadband services at EMPLOYEE's expense.
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Section 4.08 Deferred Compensation (401(a)): EMPLOYER hereby agrees to contribute to EMPLOYEE's 401(a), or equival ent, deferred compensation plan an amount equal to seventeen (17) percent of EMPLOYEE's annual salary.
ARTICLE V
SUSPENSION, RESIGNATION AND TERMINATION
Section 5.01 Suspension: EMPLOYER may suspend EMPLOYEE with full pay and benefits at any time during the term of this C ontract, but only if t he required number of affirmative votes of a majority of members of the City Council, as specified in the Charter, agree that it is necessary for the good of the City to suspend EMPLOYEE's providing services in order to allow EMPLOYER time to consi der whether or not it wishes to permanently terminate EMPLOYEE's services. If EMPLO YER acts to suspend EMPLOYEE's services hereunder for any period or combination of periods in excess of a total of thirty (30) workdays during the Initial Term or any subsequent term of this Employment Contract, EMPLOYEE may declare, at his option , that he has been terminated within the meaning and context of the herein severance pay provision.
Section 5.02 Resignation, Terminati on, and Severance Pay: In the event EMPLOYEE is terminated by EMPLOYER and durin g such time as EMPLOYEE is able and willing to perform his duties und er this Employment Contrac t, EMPLOYER shall (1) provide EMPLOYEE with notice at least one (1) month in advance of the final date of employment and further, (2) pay EMPLOYEE as severance pay (a ) a lump sum cash payment in an amount equal to twelve (12) months of EMPLOYEE's then current salary and deferred compensation contributions, (b) any vacation leave accrued as of the date of termination and, (c) to continue in full force and effect, at the same EMPLOYER contribution level as if employment continued, for twelve (12) months the life insurance and medical, dental and vision insurance coverages then being provided by EMPLOYER to EMPLOYEE, and his dependents; provided, however, that if EMPLOYER terminates EMPLOYEE for cause, EMPLOYER shall have no obligation to provide any severance pay. As used in this se ction, "cause" shall m ean willful failure to implement Council policy, abandonment of his dutie s, conviction of a felony or misdemeanor in the course of his official duties or c ontinued abuse of non-prescription drugs or alcohol that materially affects the performance of hi s duties. In the event EMPLOYER terminates EMPLOYEE for cause, EMPLOYER may termi nate this Contract immediately, and EMPLOYEE shall be entitled only to the compensation and accumulated vacation accrued up to the date of termination and su ch other payments and benefits prov ided by this Contract or by law.
Under no circumstances will the EMPLOYEE be able to contest the nature of the EMPLOYEE's at-will status , nor will the EMPLOYEE be able to raise any remedy of reinstatement in any legal forum.
In the event EMPLOYEE volunt arily and without the official request of EMPLOYER resigns as City Manager, EMPLOYEE shall give written notice to the EMPLOYER at least forty- five (45) days in advance of the final date of employment, unless the parties otherwise agree.
Such resignation shall not be deemed to be a "termination" within the meaning and context of the herein severance pay provision.
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Section 5.03 Disability: If, for a period of four (4) successive weeks beyond the expiration of any accrued sick leave and vacation, EMPLOYEE is disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity, or ill health, EMPLOYER shall have t he option to terminate this Employment Contract. If EMPLOYER exercises this option, EMPLO YEE shall nonetheless be compensated for any accrued leave time and other accrued benefits, including, but not limited to, long-term disability insurance benefits for which EMPLOYEE is elig ible; however, EMPLOYEE shall not receive the severance pay described in Section 5.02 above.
ARTICLE VI
MISCELLANEOUS
Section 6.01 Interference With Duties: Because the failure to comply with this provision would potentially have a material negat ive effect on the ability of EMPLOYEE to perform his duties, both parties acknowledge the role of EMPLOYEE as Chief Administrative Officer and further agree that the City Council, as a whole or individual City Council members, pursuant to section 408 of the City Charter will refrain from interfering with EMPLOYEE's ability to perform his duties as set forth in section 1201 of the City Charter incl uding, but not limited to, directing any member of the City staff whose reporting structure includes EMPLOYEE.
Section
6.02 Ongoing and Active Participation in Facilitated Team Development Activities: A cordial, professional, and respectful relationship is a key component of a healthy organization and is in t he best interest of the City's residents, employees, and stakeholders. Both parties sha ll make all reasonable efforts to create and maintain a positive working relationship between the Mayor, each member of the City Council, and EMPLOYEE. To facilitate t he process, EMPLOYER specif ically will meaningfully participate in organizational team development activities as proposed by EMPLOYEE.
Section 6.03 Other Terms and Conditions of Employment: EMPLOYER, after consultation with EMPLOYEE, shall fix any such other terms and conditions of employment as EMPLOYER may determine from time to time, relating to the performance of EMPLOYEE, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Employment Contract, the City Charter, Municipal code, or any other law.
Section 6.04 Notices: Notices pursuant to this Employment Contract shall be served in person, or otherwise in the same manner as is applicable to civil judicial practice.
Section 6.05 Bonding: EMPLOYER shall bear the full cost of any fidelity or other bonds required of EMPLOYEE under any law or ordinance.
Section 6.06 Indemnification: EMPLOYER shall defend, save harmless and indemnify EMPLOYEE against any tort, professional liabili ty claim, or demand, or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of EMPLOYEE's duties as City Manager. If EMPLOYER compromises or settles any such claim or suit, EMPLOYER shall pay the amount of any settlement, or if the claim or suit results in a judgment against EMPLOYEE, EMPLOYER shall pay any such judgment. This indemnification does not apply to any act, acti on, or omission arising out of the gross - 7 -
negligence, willful misconduct on the part of EMPL OYEE, or acts of EMPLOYEE outside the course and scope of his employment duties.
Section 6.07 General Provisions:
A. The text herein shall constitute the entire agreement between the parties.
B. This Employment Contract shall be bi nding upon and inure to the benefit of the heirs at law and executors of EMPLOYEE.
C. This Employment Contract may only be modified upon the written consent of the EMPLOYER and EMPLOYEE.
D. In any action to enforce the terms of th is Employment Contract, the prevailing party shall be entitled to recover its attorney's fees and court costs and other non- reimbursable litigation expenses, such as expert wit ness fees and investigation expenses.
Section 6.08 Severability: If any provision, or any por tion thereof, contained in this Employment Contract is held unconstitutional, invalid, or unenforceable, the remainder of this Employment Contract shall be d eemed severable, shall not be a ffected, and shall remain in full force and effect.
IN WITNESS WHEREOF, EMPLOYER has c aused this Contract to be signed and executed in its behalf by its Mayor, and duly a ttested by its City Clerk, and EMPLOYEE has signed and executed this Contract, both in duplicate, the day and year first above written.
ATTEST: CITY OF STOCKTON
KATHERINE ROLAND, CMC, CPMC KEVIN J. LINCOLN II, MAYOR INTERIM CITY CLERK “EMPLOYER”
APPROVED AS TO FORM AGREED:
LORI M. ASUNCION HARRY EUGENE BLACK
CITY ATTORNEY “EMPLOYEE”