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CC SR 20150203 05 City Manager ContractCITYOF MEMORANDUM ti RANCHO PALOS VERDES TO: HONORABLE MAYOR & CITY COUNCIL MEMBERS FROM: CAROL W. LYNCH, CITY ATTORNEY DATE: FEBRUARY 3, 2015 SUBJECT: CONTRACT WITH THE NEW CITY MANAGER RECOMMENDATION: Review and approve the contract with the new City Manager. BACKGROUND: After conducting an extensive recruitment process, on January 18, 2015, the City Council interviewed additional candidates for the position of City Manager. Each of the new candidates had significant public sector experience and qualifications. In accordance with direction given by the City Council on December 22, 2014, these candidates were brought to the City Council's attention by Mr. Bob Murray of Bob Murray & Associates, whom the City Council previously selected to represent the City's interests in the recruitment process. At the conclusion of the additional interviews, the City Council unanimously selected Mr. Doug Willmore to be the next City Manager. DISCUSSION: Mr. Willmore comes to Rancho Palos Verdes from the City of Bell, where he has served as City Manager since June 2012. Prior to that time, he was the City Manager for the City of EI Segundo. Before coming to California, Mr. Willmore served as Chief Administrative Officer for Salt Lake County, Utah and, early in his career, worked as a Private Sector Development Officer with the United States Agency for International Development in Belize. Mr. Willmore also has considerable private sector experience as the Chief Executive Officer of Reference Pathology Services in Salt Lake City, Utah, a Senior Consultant with London Perret Roche in Edison, New Jersey, and Chief Executive Officerfor Summit West in Salt Lake City, Utah. His private sector experience is distinguished by transforming 5-1 Contract with the New City Manager February 3, 2015 Page 2 of 3 troubled or financially distressed businesses into successful enterprises. During his time at Bell, which experienced an unprecedented financial scandal in 2010 involving former elected and appointed officials, Mr. Willmore implemented significant changes to enhance transparency and accountability, institute better governance, and restore Bell's fiscal health. The City of Bell was virtually insolvent in June 2012 with a General Fund balance of less than $200,000 and a debt load of almost $150 million. Under Mr. Willmore's leadership, Bell's General Fund reserve balance is now $22.5 million (with reserves of almost 200%), and the city's debt has been reduced to $79 million. While working for EI Segundo, Mr. Willmore exposed a significant tax inequity from a major taxpayer in the city, which eventually resulted in bringing the city an additional $200 million in new tax revenue. In February 2014, he received the prestigious Cal-ICMA Hall of Fame Ethics Award for his efforts. The award is given to a City Manager every year who has "served in the local government profession with dignity, honor, and integrity" in the face of great challenge. Mr. Willmore holds a Masters Degree in Public Administration from the University of Utah and a Bachelor of Science in Public Administration from George Mason University. He is a member of the International City Managers Association and is a past adjunct Professor in University of Utah's MPA Program in Public Budgeting and Finance. The City Council has negotiated a contract with Mr. Willmore, a copy of which is attached to this Staff Report. The salient provisions of the contract are briefly summarized below: 1. The Agreement will commence on March 1, 2015 (Section 2). 2. The term of the Agreement is indefinite. The City Council may terminate the Agreement at any time, with or without cause, with ninety days prior written notice (Section 2). Correspondingly, Mr. Willmore must provide ninety days prior written notice to the City Council if he were to choose to terminate the Agreement (Section 4, Paragraph C). 3. If the Council terminates the Agreement without cause, six month's salary must be paid to Mr. Willmore as severance (Section 4). 4. The annual salary that the City will pay to Mr. Willmore is $215,000. The salary may be adjusted by the Council, in its sole discretion, based on Mr. Willmore's annual performance evaluation (Section 6). 5. Mr. Willmore will receive an automobile allowance in the amount of $700.00 per month (Section 9). He will not receive an allowance for electronic devices (Section 10). 6. He will receive the health and other benefits that are available to other City 5-2 Contract with the New City Manager February 3, 2015 Page 3 of 3 management employees. (Section 11, Paragraph A). 7. Mr. Willmore will receive twenty days of vacation per year (Section 11, Paragraph B.) 8. Mr. Willmore will receive eighty hours of Administrative Leave for each year that he works for the City (Section 11, Paragraph F). 9. Because Mr. Willmore lives within thirty miles of the City, he is not being required to move his residence. However, if he chooses to move to Rancho Palos Verdes before March 1, 2016, he will receive a maximum amount of $10,000 to pay for the actual cost of moving his residence to the City (Section 12). FISCAL IMPACT: In addition to the salary and benefits described above, Mr. Willmore will be eligible to receive PERS retirement benefits. CONCLUSION: The City Council has selected Mr. Willmore as the next City Manager. The Agreement that is attached to this report reflects the terms that have been negotiated with Mr. Willmore. Accordingly, Staff recommends that the City Council approve the Agreement that is attached to this report. Attachments Agreement Mr. Willmore's Resume 5-3 EMPLOYMENT AGREEMENT BETWEEN THE CITY OF RANCHO PALOS VERDES AND DOUGLAS WILLMORE This Employment Agreement ("Agreement") is made and entered into as of March 1, 2015, by and between the City of Rancho Palos Verdes, a California municipal corporation ("CITY" or "EMPLOYER"), and Douglas Willmore, an individual ("EMPLOYEE"). EMPLOYER and EMPLOYEE are referred to collectively as the Parties. RECITALS A. After a formal recruitment and selection process, the City Council of the City of Rancho Palos Verdes ("City Council" or "COUNCIL") selected EMPLOYEE to serve as City Manager commencing March 1, 2015. B. EMPLOYEE has the requisite skills and experience and is otherwise qualified to serve as City Manager. THEREFORE, in consideration of the mutual covenants and conditions herein contained, EMPLOYER and EMPLOYEE agree as follows: SECTION 1. DUTIES EMPLOYER hereby agrees to retain the services of EMPLOYEE as City Manager of the City of Rancho Palos Verdes to perform the functions and duties specified in Chapter 2.08 of the Rancho Palos Verdes Municipal Code, as is currently in effect and as may be amended from time to time, and to perform such other legally permissible and proper duties and functions as the COUNCIL shall from time to time assign. EMPLOYEE shall also serve as Executive Director of any authority or agency created by or staffed by EMPLOYER, including the Successor Agency to the Rancho Palos Verdes Redevelopment Agency and the Rancho Palos Verdes Improvement Authority. SECTION 2. TERM A. The term of this Agreement shall commence on March 1, 2015 and shall continue indefinitely from year to year unless terminated by EMPLOYER or EMPLOYEE as provided herein. B. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the COUNCIL to terminate the services of EMPLOYEE at any time with 1776252.2 5-4 or without cause upon ninety (90) days advance written notice, subject only to the provisions set forth in Section 4, paragraphs A, B and D of this Agreement. C. Unless EMPLOYEE has provided notice to EMPLOYER as required by Section 4, paragraph C, EMPLOYEE agrees to remain in the exclusive employment of EMPLOYER and neither to accept other employment nor to become employed by any other employer while employed by EMPLOYER. The prohibition against other employment shall not be construed to prevent occasional teaching, writing, or consulting performed on Employee's time off in accordance with Section 8 of this Agreement. SECTION 3. SUSPENSION EMPLOYER may suspend EMPLOYEE in accordance with the provisions of Section 2.08.130 of Chapter 2.08 of Title 2 of the Rancho Palos Verdes Municipal Code. SECTION 4. TERMINATION AND SEVERANCE PAY A. Consistent with California Government Code Section 36506, EMPLOYEE is appointed by and serves at the pleasure of the City Council as an at -will employee. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of EMPLOYER to terminate this Agreement and the employment of EMPLOYEE, with or without cause. EMPLOYER shall pay EMPLOYEE for all services through the effective date of termination, and Employee shall have no right to any additional compensation or payment, except as provided in this Section 4. In the event that EMPLOYEE is terminated by the COUNCIL without cause at or during such time that EMPLOYEE is willing and able to perform his duties under this Agreement, then in that event, EMPLOYER agrees to pay EMPLOYEE a lump sum cash payment equal to six months (6) month's salary, provided EMPLOYEE has executed a full and final release of any and all actual or potential claims that EMPLOYEE has or could have against EMPLOYER. Also, in the event EMPLOYEE and EMPLOYEE'S dependents are covered under EMPLOYER'S health plan(s), and in addition to the described lump sum payment, EMPLOYER shall provide for continuation of health plans for six months after the date of termination or until EMPLOYEE obtains other employment, whichever occurs first. EMPLOYER, at its option, may provide for health benefit continuation through appropriate EMPLOYER contribution to COBRA coverage or by maintaining EMPLOYEE on EMPLOYER'S payroll roster for such insurance benefits only. Only in the event that EMPLOYEE is terminated because of a material breach of this Agreement on his part, or because he has been convicted of a felony or any crime involving moral turpitude during the term hereof, shall EMPLOYER be relieved of the obligation to pay EMPLOYEE the benefits or the severance sum designated in this paragraph. 1776252.2 -2- 5-5 B. In the event EMPLOYER, at any time during the term of this Agreement, reduces the salary or other financial benefits of EMPLOYEE in a greater percentage than an applicable across the board reduction for all employees of EMPLOYER, or in the event EMPLOYER refuses, following written notice, to comply with any other provision herein benefiting EMPLOYEE, or in the event that the COUNCIL substantially reduces EMPLOYEE'S responsibilities, or in the event EMPLOYEE resigns following a suggestion or request by the COUNCIL that he resign, then EMPLOYEE may, at his option, be deemed "terminated" within the meaning and context of the herein severance pay provisions as of the date of such reduction of benefits, refusal to comply with the provisions of this Agreement, substantial reduction of responsibilities, or suggestion or request by the COUNCIL to resign. C. In the event EMPLOYEE voluntarily resigns his position with EMPLOYER, then EMPLOYEE shall give EMPLOYER three (3) months written notice in advance unless EMPLOYER and EMPLOYEE mutually agree in writing to a reduction of the notice period. If EMPLOYEE terminates this Agreement (thereby terminating EMPLOYEE'S Employment), EMPLOYEE shall not be entitled to any severance. D. Any other term of the Employment Agreement notwithstanding, the maximum severance that EMPLOYEE may receive under this Agreement shall not exceed the limitations provided in Government Code Sections 53260 — 53264, or other applicable law. Further, in the event Employee is convicted of a crime involving an abuse of office or position, Employee shall reimburse the CITY for any paid leave or cash settlement (including severance), as provided by Government Code Sections 53243 — 53243.4. SECTION 5. DISABILITY If EMPLOYEE is permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity or health for a period of four consecutive weeks beyond any accrued sick leave, EMPLOYER shall have the option to terminate this Agreement, subject to the severance pay requirements of Section 4, paragraph A, and the provision of health benefits as set forth in paragraph A of Section 4. However, EMPLOYEE shall be compensated for any accrued vacation, holiday, and other accrued benefits, if any, in accordance with EMPLOYER'S personnel rules, which are applicable to management employees and in effect at the time of such termination. 1776252.2 -3- 5-6 SECTION 6. SALARY A. EMPLOYER agrees to pay EMPLOYEE for his services rendered pursuant to this Agreement, an annual salary of two hundred fifteen thousand dollars ($215,000), subject to legally permissible or required deductions and withholding, prorated and paid on CITY'S normal paydays. EMPLOYEE'S salary is compensation for all hours worked. EMPLOYEE shall be exempt from the overtime pay provisions of California law, if any, and federal law. B. In recognition of accomplishments and excellent performance, merit increases may be granted to EMPLOYEE by COUNCIL. EMPLOYER agrees that EMPLOYEE'S salary shall be reviewed at the same time that EMPLOYEE'S performance is reviewed pursuant to Section 7. SECTION 7. PERFORMANCE EVALUATION A. Immediately following the commencement of EMPLOYEE'S employment with EMPLOYER, CITY COUNCIL and EMPLOYEE shall discuss the CITY'S goals and objectives for the next year. Beginning on the first anniversary of the commencement of EMPLOYEE'S employment with CITY, COUNCIL and EMPLOYEE shall define annually the goals and objectives that they determine are appropriate for the proper operation of the CITY and to attain the COUNCIL'S policy objectives. Concurrently with the establishment of the goals and objectives for the CITY, COUNCIL and EMPLOYEE shall establish the performance goals for EMPLOYEE and any specific criteria that shall be used to evaluate EMPLOYEE'S performance. COUNCIL may amend said criteria from time to time, after consultation with EMPLOYEE. B. The parties agree that the COUNCIL'S failure to carry out the provisions of this Section 7 shall not be deemed a breach of this Agreement or a waiver of its right to conduct a performance evaluation as authorized by the Municipal Code and this Agreement. C. Such evaluation shall be discussed with EMPLOYEE, and an opportunity shall be provided to EMPLOYEE to respond to any aspect of said evaluation. It is the intention of COUNCIL that so long as authorized by Section 54957 of the California Government Code, or any other statutory provision, such performance evaluation shall be conducted in closed session. SECTION 8. OUTSIDE ACTIVITIES EMPLOYEE shall not spend more than an average of four hours per week in teaching, counseling or other non -EMPLOYER related business without the prior approval of the COUNCIL. 1776252.2 ME 5-7 SECTION 9. AUTOMOBILE EMPLOYEE shall provide and have at his disposal for use for City business a clean, presentable and well-maintained automobile. EMPLOYEE shall be responsible for all costs of maintenance and operation of said vehicle. During the term of this Agreement, EMPLOYEE shall secure and maintain, at EMPLOYEE'S expense, automobile insurance in accordance with the requirements of Rancho Palos Verdes Administrative Instruction No. 8-02, and the minimum insurance requirements established by State law, whichever is greater, and shall provide satisfactory evidence of such automobile insurance to EMPLOYER. EMPLOYER shall pay to EMPLOYEE the amount of $700.00 per month to compensate EMPLOYEE for the use of EMPLOYEE'S automobile for City business, including, but not limited to, all applicable costs of automobile liability insurance, maintenance, operating expenses, depreciation and interest. SECTION 10. ELECTRONIC DEVICES Other than the desktop computer and telephone system that are located in EMPLOYEE'S office at City Hall, EMPLOYEE shall supply at his own expense and be responsible for his own cellular telephone and other electronic devices that are used for communication purposes. SECTION 11. BENEFITS GENERALLY A. Except as specifically provided otherwise in this Agreement, EMPLOYEE shall receive all employment benefits that have been approved by COUNCIL for other management employees, as set forth in the City's Management Employee Personnel Rules and Resolution No. 97-93, as they now exist and from time to time as they may be amended by COUNCIL. If at any time such benefits exceed the benefits stated herein, they shall immediately apply to EMPLOYEE. The provisions of this Section 11 exclude any automatic adjustments to EMPLOYEE'S salary; such increases, if any, shall be determined by the COUNCIL, in its sole discretion, in accordance with the provisions of paragraph B of Section 6. B. EMPLOYEE shall accrue vacation leave at the rate of twenty days per year. The vacation leave granted to EMPLOYEE may be used by EMPLOYEE at his discretion, always considering the best interests of the City. EMPLOYEE shall notify the Mayor and the Council whenever vacation leave is to be taken. If not used, said vacation leave shall continue to accrue up to a maximum of two year's allocation (40 days). Upon termination of EMPLOYEE'S employment under this Agreement, EMPLOYER shall pay EMPLOYEE, at the rate of compensation then being earned by 1776252.2 -5- EMPLOYEE, for all accrued and unused vacation leave. C. EMPLOYER recognizes that EMPLOYEE may incur certain expenses of a non -personal and job related nature. EMPLOYER agrees to reimburse or to pay such reasonable business expenses, which are incurred and submitted according to EMPLOYER'S normal expense reimbursement procedures. To be eligible for reimbursement, all expenses must be supported by documentation meeting EMPLOYER'S normal requirements and must be submitted within time limits established by EMPLOYER. D. Bonding. EMPLOYER shall bear the full costs of any fidelity or other bonds required of EMPLOYEE (if any) under any law or ordinance by virtue of his employment as City Manager. E. EMPLOYEE may participate in the deferred compensation plan(s) to which CITY employees may contribute in the same manner as other CITY employees. F. EMPLOYEE is granted 80 hours of Administrative Leave for each CITY fiscal year that EMPLOYEE is employed by EMPLOYER. EMPLOYEE shall consider the workload and obligations of the City Manager's Department and the best interests of the CITY when EMPLOYEE schedules his Administrative Leave. Like other CITY employees, EMPLOYEE'S Administrative Leave may not be accumulated or carried over to the next fiscal year. Upon termination of EMPLOYEE'S employment, EMPLOYEE shall not be granted and, accordingly is not entitled to be paid for, unused Administrative Leave. Administrative Leave may be used for vacation and for medical appointments, disability leave and leaves provided pursuant to the federal and California family and medical leave statutes. EMPLOYEE shall notify the Mayor and the Council whenever Administrative Leave exceeding twenty-four hours in length is to be taken. G. EMPLOYEE shall be granted sick leave in the same manner as other CITY management employees. Unused sick leave shall carry forward, but no more than 720 hours shall ever be accumulated. There shall be no payout of unused sick leave upon separation from the CITY. EMPLOYEE shall notify the Mayor and the Council whenever sick leave exceeding twenty-four hours in length is to be taken. SECTION 12. MOVING ALLOWANCE EMPLOYEE currently lives within 30 miles of the CITY. Accordingly, EMPLOYEE does not plan to relocate from his current residence and will not be required to do so as long as he continues to reside within 30 miles of the CITY. However, if EMPLOYEE moves his residence to the CITY within one year of the 1776252.2 -6- 5-9 commencement of this AGREEMENT, EMPLOYER shall reimburse or pay the expenses of moving his family and personal property, as follows: Moving Allowance. In consideration for relocation to the City, EMPLOYER shall reimburse or pay for actual and reasonable moving expenses to transport household items, not to exceed a total cost of $10,000.00. To be eligible for reimbursement, moving expenses must be incurred within one year of the effective date of this Agreement and must be submitted to EMPLOYER for reimbursement, along with reasonable documentation, within six months after being incurred. COUNCIL, in its sole and absolute discretion, may extend these time limits for circumstances outside of EMPLOYEE'S control. If such moving expenses have been reimbursed by EMPLOYER, and EMPLOYEE terminates his employment with EMPLOYER before March 1, 2016, then EMPLOYEE shall reimburse EMPLOYER for the amounts previously paid to EMPLOYEE pursuant to this paragraph C with a pro rata reduction of 1/12t" of the total expenses paid by EMPLOYER for each full month that EMPLOYEE remains employed by City. All applicable IRS regulations will apply to these temporary benefits, and none of these benefits shall be compensation that is subject to PERS. SECTION 13. DUES AND SUBSCRIPTIONS EMPLOYER agrees to budget and pay for the professional dues and subscriptions of EMPLOYEE necessary for his continuation and full participation in national, regional, state and local associations and organizations necessary and desirable for his continued professional participation, growth and advancement, including the acceptance and performance of duties related to such associations and organizations and for the good of EMPLOYER. EMPLOYEE shall provide written notice to COUNCIL of the organizations and subscriptions that are being reimbursed by EMPLOYER pursuant to this Section 13. SECTION 14. PROFESSIONAL DEVELOPMENT EMPLOYER hereby agrees to budget for and pay the travel and subsistence expenses in accordance with the COUNCIL -approved travel policy, as contained in the Administrative Manual and City resolutions, for professional and official travel and meetings and occasions adequate to continue the professional development of EMPLOYEE and to adequately pursue necessary official duties and other functions for EMPLOYER. EMPLOYEE shall provide written notice to COUNCIL of the expenditures that EMPLOYEE incurs pursuant to this Section 14. SECTION 15. INDEMNIFICATION 1776252.2 Except as otherwise permitted, provided, limited or required by law, -7- 5-10 including, without limitation, California Government Code Sections 825, 995, and 995.2 through 995.8, EMPLOYER will defend and pay any costs and judgments assessed against EMPLOYEE arising out of an act or omission by EMPLOYEE occurring in the course and scope of EMPLOYEE'S performance of his duties under this Agreement. However, in the event CITY provides funds for legal criminal defense pursuant to this Section 15 or the terms of the Government Code, EMPLOYEE shall reimburse EMPLOYER for such legal criminal defense funds, if EMPLOYEE is convicted of a crime involving an abuse of office or position, as provided by Government Code Sections 53243 — 53243.4 SECTION 16. OTHER TERMS AND CONDITIONS OF EMPLOYMENT The COUNCIL, in consultation with EMPLOYEE, shall fix any other terms and conditions of employment as it may determine from time to time to be appropriate, relating to the performance of EMPLOYEE, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, City ordinances or any other law. SECTION 17. NOTICES Any notice to EMPLOYER under this Agreement shall be given in writing to EMPLOYER, either by personal service or by registered or certified mail, postage prepaid, addressed to the City Clerk at the address listed below. A courtesy copy shall be given to the City Attorney in a like manner. Any such notice to EMPLOYEE shall be given in a like manner and, if mailed, shall be addressed to EMPLOYEE at his home address then shown in City's files. EMPLOYEE'S current address is set forth below. For the purpose of determining compliance with any time limit in this Agreement, a notice shall be deemed to have been duly given (a) on the date of delivery, if served personally on the party to whom notice is to be given, or (b) on the third calendar day after mailing, if mailed to the party to whom the notice is to be given in the manner provided in this section. 1776252.2 EMPLOYER: Mayor and City Council City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90275 EMPLOYEE: Douglas Willmore 6230 Wilshire Boulevard, Unit 1775 Los Angeles, California 90048 -8- 5-11 SECTION 18. GENERAL PROVISIONS A. This Agreement contains the entire agreement between the parties and supersedes all prior oral and written agreements, understandings, commitments, and practices between the parties concerning EMPLOYEE'S employment with EMPLOYER. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or written, have been made by any party, or anyone acting on behalf of any party, that are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party. B. No amendments to this Agreement may be made except as mutually agreed to in writing, signed and dated by EMPLOYER and EMPLOYEE. C. This Agreement shall be binding on and inure to the benefit of the heirs at law and executors of EMPLOYEE. D. This Agreement shall become effective commencing the 1St day of March, 2015. E. Notwithstanding anything in this Agreement to the contrary, unless EMPLOYEE agrees otherwise or unless notice of termination has been given prior to any City Council election, EMPLOYEE shall be retained for a minimum of three months following any such election. F. If any provision of this Agreement, or portion thereof, is held invalid or unenforceable for any reason, including that the provision or portion conflicts with federal or state law, the remainder of this Agreement shall be deemed severable and shall remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. G. This Agreement sets forth the final, complete and exclusive agreement between EMPLOYER and EMPLOYEE relating to the employment of EMPLOYEE as City Manager by CITY. Any prior discussions or representations by or between the parties are merged into or rendered null and void by this Agreement. The foregoing notwithstanding, EMPLOYEE acknowledges that, except as expressly provided in this Agreement, his employment is subject to EMPLOYER'S generally applicable rules and policies pertaining to employment matters, such as those addressing equal employment opportunity, sexual harassment and violence in the workplace. H. This Agreement is made and entered into in the State of California and 1776252.2 5-12 shall in all respects be interpreted, enforced and governed under the substantive laws of the State of California, without giving effect to conflict of laws principles. Any legal action to enforce the provisions of this Agreement shall be filed in any court of competent jurisdiction in Los Angeles County. I. None of the Parties hereto shall be deemed to be the drafter of this Agreement as it will be deemed jointly drafted with each party having the right of review and consultation with counsel of their choosing. The terms of this Agreement shall not be interpreted or construed in favor of, or against, any Party hereto. Should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against any Party herein, but rather by construing the terms of this Agreement as a whole according to their fair meaning. J. EMPLOYEE acknowledges that he has had the opportunity and has conducted an independent review of the financial and legal effects of this Agreement. EMPLOYEE acknowledges that he has made an independent judgment upon the financial and legal effects of this Agreement and has not relied upon any representation of EMPLOYER, its officers, agents or employees other than those expressly set forth in this Agreement. IN WITNESS WHEREOF, the City Council of the City of Rancho Palos Verdes, California, has caused this Agreement to be signed and executed on its behalf by its Mayor, and duly attested by its City Clerk, and EMPLOYEE has signed and executed this Agreement, as of the date and year first above written. Dated: ATTEST: CITY CLERK 1776252.2 Mille CITY OF RANCHO PALOS VERDES (EMPLOYER) MAYOR 5-13 APPROVED AS TO FORM: CITY ATTORNEY Dated: 1776252.2 EMPLOYEE DOUGLAS WILLMORE 5-14 Douglas Willmore 6230 Wilshire Blvd., #1775, Los Angeles, CA 90048 801-652-4440; dwillmoregmac.com EXPERIENCE City Manager, City of Bell, CA June 2012 — Present Serving 36,000 residents and responsible for a $25M budget and 70 FT employees and 90 PT employees. Selected by newly -elected, five -member City Council to rebuild City Government and keep the City out of bankruptcy after the notorious Bell 8 scandal. Significant accomplishments include: • Recruited and hired all new Department Management staff. • Led staff that completed 3 past -due annual financial audits in less than 12 months. • The City was virtually insolvent in June 2012 with a General Fund balance of less than $200K. The General Fund reserve balance is now $22.5M — reserves of almost 200%. • The City had a crushing debt load of almost $150M in June 2012. Debt has been reduced to $79M. • Produced first structurally balanced budget (FY 2013-14) in City in 12 years. • Led design and implementation of new controls, processes, procedures, and objectives across virtually all City Departments to replace an almost non-functioning City Government. • Negotiated, entitled, and closed a complex "short sale" of 40.5 acres of industrial property in Bell for $44.5M. The transaction will also produce an additional $60M in new investment and construction, which is nearing completion. • Successfully negotiated and signed new 2 -year MOU's with City's two bargaining units that include both units picking up 100% of their PERS and significant cost savings to the City — the first MOU's in the City in more than 7 years. City Manager, City of El Segundo, El Segundo, CA April 2011— Feb 2012 Serving 18,000 full-time residents, and more than 70,000 daytime residents and responsible for a $100M budget and 300 FT employees. Appointed by five -member City Council. Responsible for all aspects of City management in a full-service City. Direct reports were Police Chief, Fire Chief, Director of Finance and Human Resources, Director of Planning Building Safety, Director of Recreation and Parks, Director of Public Works, and Director of Library Services. Significant accomplishments included: • As chief negotiator for the City, successfully negotiated new two-year labor agreements with 5 of 6 bargaining units that achieved 9% concessions with public safety and 5% concessions with miscellaneous employees with no layoffs and while maintaining hours and service levels; the concessions included all units paying a portion of their PERS with no salary offsets. • Negotiated with Federal Realty for the investment and development of 115,000 sq. ft. of new upscale retail and commercial space. • Successfully prevented Wiseburn School District from building a new public high school on Campus El Segundo commercial property and brought in new buyer/developer to take over stalled project. New development is nearing completion. • Identified and analyzed significant tax inequity and initiated negotiations that resulted in more than $200M in new tax revenue from a single major taxpayer to be paid over the next 20 years. Douglas Willmore 1 5-15 Chief Administrative Officer, Salt Lake County, Salt Lake City, UT Jan 2005 — Apr 2011 Serving over 1,000,000 residents and responsible for an $811M budget and 4,000 FT employees and 3,000 PT employees. Appointed by Mayor and 9 -member Council. Direct reports were Public Works Director, Human Services Director, Community Services Director, Administrative Services Director, Chief Financial Officer, Environmental Policy Coordinator, Criminal Justice Services Coordinator, and Emergency Services Director. Oversaw budgets of independently elected Sheriff, District Attorney, Clerk, Auditor, Recorder, Treasurer, and Surveyor. Significant accomplishments included: • Implemented first ever Performance Measures for all County Departments. • During difficult economic times, increased innovation, collaboration, and efficiency to reduce overall County budget by $39M for 2009 and $36M in 2010; yet services to citizens increased in both 2009 and 2010; constructed 4 new libraries, 3 new senior centers, and 2 new recreation centers in 2010 while absorbing operational costs into existing budget; all while increasing the General Fund balance from $23M to $42M. • Passed legislation, and completed engineering design and complex PPA financing structure for 1.8MW of PV Solar on rooftops of County libraries, recreation centers, and convention center with zero capital investment by the County. • Drafted, passed, and implemented new LEED Ordinance — all facilities constructed using County funding must meet a minimum of LEED — Gold. Constructed the first public LEED Platinum buildings in Utah. • Attracted investment and development from Goldman Sachs and Google for more than 800,000 sq. ft. of new corporate space in Salt Lake County. • Represented County before bond rating agencies (Moody's, Fitch, S&P) multiple times on $585M worth of bonds while maintaining Salt Lake County's AAA rating from all three rating agencies. • Led cleanup and restoration of fiscal integrity after financial scandals from previous administration; produced 100% implementation of all audit recommendations and 0 findings of material defect from 2005 to 2011. Chief Executive Officer, Reference Pathology Services, Salt Lake City, UT Nov 1998 — Nov 2003 As Chief Executive Officer, and one of three majority shareholders, led the growth and turnaround of a research pathology laboratory from 21 employees and $1.2M in revenue upon joining the company in 1998 to 120 employees and $22.2M in revenue upon the company's sale in December of 2002. Significant accomplishments included: • Designed and implemented new strategic direction of company that directly led to explosive growth and expansion of sales and service into 30 states. • Increased net profits from -$120K in 1998 to $3.9M in 2002. • Managed sale of company in December 2002 to Ameripath, Inc. for $33.5M. Senior Consultant, London Perret Roche, Edison, New Jersey Feb 1996 — Nov 1998 As senior consultant and engagement manager, managed large-scale, long-term transformation efforts in Fortune 50 companies. Significant accomplishments included: • Worked with the leadership team and all 3000 employees of Lucent CFO (Don Peterson), to implement programs, processes, training, and education to improve their customer satisfaction rating from 61% to 98% over 18 months. • Assisted Bell Atlantic Global Systems on 2 -year project to transform relationship (from adversarial to partnership) with their unions and negotiate new long-term union contracts with CWA. Douglas Willmore 2 5-16 • Worked with management and 900 employees of Lucent Financial Services working in 48 countries to successfully move from 12 accounting platforms to 1; and, to reduce "book -closing" time from 21 days to 1 day. Chief Executive Officer, Summit West, Salt Lake City, UT June 1988 — Feb 1996 With three other partners, led the acquisition, successful turnaround, and sale of 4 financially troubled real estate and construction related projects. They included: • A 7,000 -acre golf resort in Fish Haven, ID, which was, at the time, the largest Chapter 11 Bankruptcy in the Intermountain West. • A financially troubled $5M wholesale building material distributor in Salt Lake City, UT. Private Sector Development Officer, United States Agency for International Development (USAID), US Department of State, Belize May 1985 — May 1988 Designed and managed all private sector development initiatives in Belize for the United States Government. Accomplishments included: • Created and implemented a $20M commercial loan fund to promote commercial investment. • Created and implemented a $1M micro loan fund to help develop entrepreneurs and small businesses. • Designed and implemented a $3.5M management and financial training initiative for small business owners. EDUCATION Masters in Public Administration, University of Utah, 1996 Bachelor of Science, Public Administration, George Mason University, 1983 PROFESSIONAL AND ACADEMIC ACTIVITIES AND AWARDS • Past adjunct Professor in University of Utah's MPA Program — Public Budgeting and Finance • Speaker and presenter at numerous professional conferences • Member of ICMA • Received CA-ICMA's Hall of Fame Ethics award in Feb 2014 — given to a City Manager who shows "dignity, honor, and integrity" in the face of great challenge. Douglas Willmore 3 5-17