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R-1394 - 09/09/2014 - PERSONNEL - Resolutions RESOLUTION 2014-PL-VMR-AG-R-1394 A RESOLUTION CONSENTING TO THE APPOINTMENT OF RICCARDO F. GINEX AS VILLAGE MANAGER AND APPROVING AN EMPLOYMENT AGREEMENT BETWEEN THE VILLAGE OF OAK BROOK AND RICCARDO F. GINEX WHEREAS, pursuant to Section 1-5A-2 of the "Village Code of the Village of Oak Brook, Illinois," as amended, ("Village Code"), the Village President is authorized to appoint the Village Manager with the consent of the Village Board; and WHEREAS, the Village President has appointed Riccardo F. Ginex ("Ginex") as Village Manager of the Village; and WHEREAS, the Village Board desires to consent to the appointment of Ginex to serve as the Village Manager; and WHEREAS, the Village and Ginex desire to enter into an agreement providing for the employment of Ginex as the Village Manager of the Village and setting forth the scope and terms of that employment("Agreement"); and WHEREAS, the Village President and the Village Board have determined that consenting to the appointment of Ginex as the Village Manager, and entering into the Agreement with Ginex, will serve and be in the best interests of the Village; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Consent of the Appointment. Pursuant to Section 1-5A-2 of the Village Code, the Board of Trustees hereby consents to the appointment of Ginex to serve as Village Manager commencing on October 6, 2014, and continuing in accordance with the Agreement. The appointment made pursuant to this Section Two shall be "at-will". Section 3: Authorization and Execution of the Agreement. The Village President and Village Clerk shall be, and hereby are, authorized to execute the Agreement between the Village and Ginex after receipt of the final Agreement fully executed by Ginex. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2014-PL-VMR-AG-R-1394 Consenting to the Appointment of the Village Manager and Approving Employment Agreement Page 2 of 3 APPROVED THIS 9th day of September, 2014 ; ., ,,,,.,_______ Gopal G. Lalmalani Village President PASSED THIS 9th day of September, 2014 Ayes: Trustees Adler, Baar, Manzo, Moy, Wolin, Yusuf Nays: None Absent: None ATTEST: 0 F 04d,r, / /Fr /`f / it.x..A... ..<) �,° , -, '� , :,_c, . Charlotte K. Pruss /A x' q 0, f �1 Village Clerk \'0 V- p?, Resolution 2014-PL-VMR-AG-R-1394 Consenting to the Appointment of the Village Manager and Approving Employment Agreement Page 3 of 3 EXHIBIT A AGREEMENT EMPLOYMENT AGREEMENT This Village Manager Employment Agreement ("Agreement") is made and entered into as of the day of kSe &r- , 2014 ("Effective Date"), by and between the VILLAGE OF OAK BROOK, DuPage and Cook Counties, Illinois, an Illinois municipal corporation ("Village") and Riccardo F. Ginex("Employee"). WITNESETH: WHEREAS,pursuant to Section 1-5-2A of the Village Code of the Village of Oak Brook ("Village Code"),the Village Manager of the Village ("Village Manager") shall be appointed by the Village President,with the consent of the Village Board of Trustees; and WHEREAS, after completing the interview process, the Village President desires to appoint Employee as Village Manager, and Employee desires to be employed as the Village Manager; and WHEREAS, Employee and the Village have agreed that it is appropriate to document the terms and conditions of Employee's employment by the Village; and WHEREAS, the Village and Employee agree that the terms and conditions as provided in this Agreement are appropriate for the employment of Employee as Village Manager; and WHEREAS, the Village President and Board of Trustees have determined that entering into this Agreement is in the best interests of the Village and its residents; NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth below, and other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged by the parties hereto,the Village and Employee hereby agree as follows: Section 1. Recitals. The recitals above are incorporated into and are deemed to be an integral part of this Agreement. Section 2. Appointment; Village Manager Position. A. General. The Village agrees to employ the Employee as Village Manager. The Employee accepts the employment as Village Manager and agrees to perform the functions and duties set forth in this Agreement and as further required and provided in the Village Code and the Illinois Municipal Code, and to otherwise perform the additional legally permissible and proper duties and functions as the Village President or the Village Board, by a majority vote of the Village Board, may from time to time assign. The Code of Ethics promulgated by the International City/County Management Association ("ICMA") is incorporated into this Agreement and made a part of this Agreement. It is agreed that the ICMA Code of Ethics furnishes principles to govern the Employee's conduct and that the Village will respect Employee's compliance with such code during the term of this Agreement. B. Specific Duties and Responsibilities. The Employee will perform all reasonable duties and activities commonly associated with the Village Manager position, including, without limitation, the direction, supervision, and coordination of the administration of all departments, offices, and agencies of the Village, except as otherwise provided by law, and such duties as may be established by Village ordinance from time-to-time, including, without limitation, duties assigned to the Village Manager pursuant to Section 1-5A-1 et seq. of the Village Code. The Employee will engage in any and all other reasonable activities and will perform the other legal, permissible, and proper tasks that may be assigned to the Employee by the Village pursuant to Subsection 2.A of this Agreement. All duties, activities, and additional or other assigned activities and tasks will be consistent with the Employee's background, training, and qualifications and within the range of tasks normally considered incidental to or implied by the Village Manager position. The Employee will report directly to the Village President and the Village Board and will generally prepare a weekly "Village Manager's" report regarding the Employee's activities and related Village matters. C. General Work Hours. Employee is employed as a salaried employee and must devote a great deal of time outside normal office hours to the business of the Village. At a minimum, the Employee's hours will include the hours during which the Village Hall administrative department is open to the public, plus such additional time as may be necessary to 2 #32586419_v2 undertake and fulfill the duties of Village Manager, including attendance at all Village Board meetings except in exceptional circumstances approved by the Village President. The Appointee will also be expected to attend various Village events, such as homeowner association meetings, the Taste of Oak Brook, and Village polo matches. D. Conflict of Interest. In no event will the Employee engage in any outside interest or income-producing endeavor that constitutes a conflict-of-interest under any applicable federal, state, or local statute, law, code, order, ordinance, rule, or regulation, including, without limitation, Section 1-10-1 et seq. of the Village Code. E. Abide By Policies. The Employee will abide by all legally permissible and proper policies and decisions of the Village, whether now or hereafter existing. Section 3. Term; At-Will Employment; Termination; Resignation; Severance Pay A. General Nature of Employment. The initial term under this Agreement will be from the Effective Date to December 31, 2014 ("Initial Term"). The next term and each term thereafter(each, an"Additional Term") shall be for one year, from January 1 to December 31 of the applicable Additional Term. The Agreement will automatically extend for one or more Additional Terms unless the Village Board affirmatively determines not to renew the Agreement. Notwithstanding the Additional Terms provided under this Subsection, the Employee serves at the will of the Village. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the Village to terminate the employment of the Employee at any time subject only to the provisions set forth in this Agreement. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the Employee to resign at any time his position as Village Manager, subject only to the provisions set forth in this Agreement. 3 #32586419_v2 B. Termination Without Cause; Severance Payment. In the event that the Village, without cause, fails to reappoint or renew this Agreement, or otherwise terminates the employment of the Employee, the Village will pay the Employee a severance payment ("Severance Payment") according to the following schedule: (i) during the first 180 days of this Agreement, the Severance Payment will equal two months of the Employee's then annual base salary; (ii) from the 181st day through the first annual anniversary of this Agreement, the Severance Payment will equal four months of the Employee's then annual base salary; (iii) from the day after the first annual anniversary through the second annual anniversary of this Agreement, the Severance Payment will equal five months of the Employee's then annual base salary; (iv) from the first day after the second annual anniversary through the termination of this Agreement, the Severance Payment will equal six months of the Employee's then annual base salary. The Severance Payment shall be paid in the manner requested by the Employee. If it is determined by the Employee that it would be beneficial from a retirement benefits standpoint to remain on the payroll of the Village during the term of the severance or any portion of the term of the severance, the Employee may so choose provided that the Village will not be obligated to make any payments, or provide benefits, to or on behalf of the Employee other than the Severance Payment and payments due under Subsection 3.G of this Agreement, if applicable. C. Termination For Cause. For purposes of this Agreement, "cause" shall exist (i) upon conviction or a plea of nolo contendere of an offense damaging the integrity or reputation of the Village; or (ii) upon a finding by a court or by any administrative agency with competent jurisdiction of any malfeasance of office, moral turpitude, fraud, or misconduct under the statutes and laws of the State of Illinois or the Village Code that causes substantial harm to the reputation of the Village, regardless of whether the conduct requires removal from office; or (iii) 4 #32586419_v2 upon the Employee's substantial and material failure to perform the Employee's duties under this Agreement or the applicable provisions of the Village Code or the Illinois Compiled Statutes. No Severance Payment will be due to the Employee if the termination of Employee's employment is for cause, as defined in this Subsection. D. Notice of Intent to Terminate. The Village shall provide the Employee written notice of the Village's intent to terminate the employment of the Employee under Paragraph C(iii) of this Section. The notice shall provide the Employee with not less than seven calendar days ("Notice Period") to request a meeting with the Village (represented, as designated by the Village, by the Village President, the Village Board, a committee of the Village Board, and/or any other representatives designated by the Village). The meeting, if requested, shall take place within 14 calendar days immediately after the date of the notice. The meeting, if requested, will provide the Employee an opportunity to respond to the grounds identified by the Village for termination. The Village may, but will not be obligated to, provide the Employee an opportunity to cure the grounds for termination as identified by the Village. The Village will have the absolute right to terminate the employment of the Employee under this Subsection at any time after the Notice Period, if no meeting is requested, or at any time after the meeting. E. Resignation. In the event that the Employee voluntarily resigns his position with the Village, the Employee must first provide a minimum of 60 days written notice unless the Village and the Employee agree otherwise. No Severance Payment shall be due to the Employee if termination of Employee's employment is as a result of the Employee's resignation as provided in this Subsection. F. Disability. Any disability that renders the Village Manager unable to perform his duties as required under this Agreement due to personal sickness, accident, injury, mental 5 #32586419 v2 incapacity, or health status will be subject to the applicable provisions of the Village of Oak Brook Personnel Manual ("Personnel Manual"). G. Accrued and Unused Benefits. In the event that the Employee's employment is terminated as provided in this Agreement, the Employee will be compensated for any accrued and unused sick leave, vacation leave, holidays and other accrued benefits as provided in the Personnel Manual. Section 4. Compensation. A. Base Salary. The Village will pay the Employee an annual base salary of $165,000,payable in installments at the same time that other management level employees of the Village are paid. The Employee's compensation will be adjusted as the Village and the Employee may agree. Consideration for these adjustments shall be given by the Village no less than on an annual basis commencing and prior to the end of each Additional Term of this Agreement. As part of consideration of increases or changes to the Employee's compensation under this Subsection,the Village will provide the Employee with a performance review utilizing reasonably objective and defined standards to be established by the Village. B. Deferred Compensation. Beginning at the end of 2015, and at the end of each subsequent calendar year, the Village will pay into a deferred compensation plan chosen by the Employee on the Employee's behalf an amount equal to seven percent (7%) of the Employee's then year-end base salary, as established under Subsection 4.A of this Agreement. The Village will effect any applicable and appropriate income and other tax reporting and withholding, as may be required under applicable tax laws. 6 #32586419_v2 Section 5. Insurance and Leave Benefits. A. Insurance. The Village agrees to provide the Employee with all employee benefits and privileges (including health, dental, vision, and Iife insurance, Illinois Municipal Retirement Fund benefits in accordance with the Illinois Pension Code, vacations, sick leave) equivalent to that which is provided to all other "tier 2" management level employees of the Village of Oak Brook under the Personnel Manual. The Employee's group health insurance coverage shall commence immediately following the standard waiting period required under the Village's insurance plan documents. Notwithstanding anything to the contrary in the foregoing, at the Employee's option, instead of procuring medical insurance through the Village, the Employee may choose to remain on his current medical insurance plan, in which case the Village will pay, beginning on the date the Employee would be eligible to receive medical insurance under the Village's insurance plan documents if the Employee was on the Village's medical insurance plan, the employer's portion of the Downers Grove premium based on the percentage allocation applicable to the Village's non-union tier 2 "employee + one" PPO plan, as such amount may fluctuate from time to time, provided, however, that such amount is comparable to the amount the Village would pay if the Appointee was on the Village's non-union tier 2 "employee+one" PPO plan. B. Leave. The Employee is entitled to 7.5 days (60 hours) of paid vacation from the Effective Date of this Agreement to the end of 2014, and 160 hours of paid vacation annually thereafter. The Parties acknowledge and agree that payment for any unused vacation days and/hours will be governed and paid in accordance with the Personnel Manual. The Employee will receive personal days, holidays, and accrue sick leave as provided in the Personnel Manual. 7 #32586419_v2 Section 6. Automobile and Cell Phone Allowance. A. Automobile Allowance. In addition to any other payments payable by the Village to the Employee under this Agreement, the Village will pay the Employee an additional $500.00 per month as a car allowance ("Car Allowance"). The Village will effect any applicable and appropriate income and other tax reporting and withholding to the Car Allowance, as may be required under applicable tax laws. The Employee will not be entitled to payment or reimbursement from the Village for any mileage, gasoline, auto insurance, maintenance, or other automobile-related expenses in addition to the Car Allowance. B. Cell Phone Allowance. In addition to any other payments payable by the Village to the Employee under this Agreement, the Village will pay the Employee an additional $100.00 per month as a cell phone allowance ("Cell Phone Allowance"). The Village will effect any applicable and appropriate income and other tax reporting and withholding to the Cell Phone Allowance, as may be required under applicable tax laws. Section 7. General Business Expenses. A. General Business Expenses. Except for automobile and cell phone expenses, which are governed by Section 6 of this Agreement,the Village will reimburse the Employee for all necessary and reasonable expenses incurred by the Employee in the performance of his professional duties and responsibilities as required pursuant to this Agreement, subject to the presentation of appropriate expense vouchers and supporting materials in accordance with the Village's applicable rules and policies and subject to review and approval by the Village. Subject to Subsection 6.A of this Agreement, reimbursement under this Section will include, without limitation, reimbursement for the Employee's reasonable cost and expense of travel related to Village business in accordance with the Village's policy for management employees. 8 #32586419_v2 B. Professional Association Memberships; Conferences. The Village will pay for (i) the reasonable costs of dues for the Employee to join not more than three professional municipal management associations and (ii) other mutually agreed upon expenses for professional development. The Village will also pay for the Employee's travel (including registration, lodging, and meals) to one in-state overnight and one out-of-state overnight professional development conference per year. The Village and the Employee will consult in advance regarding the Employee's attendance at other local seminars. C. The 2014 ICMA Conference. The Village will reimburse the Employee up to $550.00 for his costs to attend the 2014 ICMA Conference. Notwithstanding anything to the contrary in Subsections 7.A and 7.B of the Agreement, the Employee will not be eligible to receive reimbursement from the Village for any costs or expenses related to his attendance at the 2014 ICMA Conference in excess of$550.00. Section 8. Outside Activities. The employment provided pursuant to this Agreement will be the Employee's sole employment. however, with the notification and approval of the Village Board, which approval will not be unreasonably withheld, the Employee may accept limited teaching and related opportunities so long as those opportunities do not interfere or conflict with the Employee's responsibilities and duties set forth in this Agreement. Section 9. Confidentiality. The Employee acknowledges that the Employee will have access to information which is not generally known outside the corporation known as the Village of Oak Brook ("Confidential Information"). Confidential Information does not include information in public documents or information that is generally in the public domain prior to disclosure. During his term of 9 #32586419_v2 employment, and for five years following the termination of employment, the Employee covenants and warrants that, without the prior written authorization of the Village, the Employee will not directly or indirectly use, divulge, furnish, or make accessible Confidential Information to any person, firm, government body or agency, or corporation other than persons, firms or corporations employed and/or retained by the Village in a fiduciary capacity, but instead will keep all Confidential Information strictly and absolutely confidential except as otherwise provided in this Agreement or as disclosure is required by law. If Employee is required to disclosure Confidential Information while the Employee remains bound by this Section 9, the Employee must provide the Village notice no less than five business days prior to such disclosure. Section 10. Property of the Village. All business plans, financial data, reports, memoranda, correspondence, and all other documents pertaining to the current or prospective business of the Village are and will at all times remain the property of the Village. The Employee covenants that, upon the termination of employment, the Employee will not retain and will return to the Village all of the business plans, financial data or reports, memoranda, correspondence and all other documents pertaining to the current or prospective business of the Village. Section 11. Miscellaneous Provisions. A. Notice. Any notice required or permitted to be given pursuant to this Agreement will be in writing and shall be deemed given upon delivery of the notice in person or on the second day after posting by certified mail with postage prepaid and with return receipt requested, addressed as follows to the party to whom the notice is given, unless modified in any notice subsequently given by that party: 10 #325864I9_v2 If to the Village: Village of Oak Brook Village President 1200 Oak Brook Road Oak Brook, Illinois 60523-2255 If to the Employee: Mr. Riccardo Ginex B. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the Village Manager employment and supersedes any prior written and oral agreements and understandings pertaining to the Employee's employment. C. Amendments. No amendments, changes, modifications, alterations, or waivers of any provision of this Agreement will be valid unless made in writing, approved by the Village Board of Trustees, and signed by the parties. D. No Waiver. Any failure in the exercise of either party to enforce any provision of this Agreement will not prejudice the party's right to demand strict performance or enforcement of any future performance required under this Agreement. E. Assignment. This Agreement with respect to the Employee is personal in nature and the Employee may not assign this Agreement or any of the Employee's rights or obligations under this Agreement without the consent of the Village. F. Binding Effect. This Agreement is binding on the Employee and, pursuant to Illinois state statutes,this Agreement is binding on the Village and its successors and assigns. G. Governing Law. The execution, validity, construction, interpretation, performance, and enforcement of this Agreement is governed by the internal laws, but not the 11 43258641922 conflict of laws rules, of the State of Illinois. Nothing in this Agreement is intended to abrogate the Employee's obligations under Illinois law. H. Severability. In the event any term of this Agreement is held unconstitutional, illegal, invalid, or unenforceable, in whole or in part, by a court of competent jurisdiction,neither the validity of the remaining part of the term, nor the validity of any other terms of this Agreement will in any way be affected. I. No Third Party Beneficiaries. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation shall be made, or be valid, against the Village or the Employee. J. Acknowledgements. The parties mutually acknowledge that they have entered into this Agreement voluntarily and have had an opportunity to have the Agreement reviewed by counsel of their choosing. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed, effective as of the date first written above ATTEST: VILLAGE OF OAK BROOK, an Illinois mun'cipal corporation By: By • Charlotte Pruss,Village Clerk Gopal Lalmalani, Village President ATTEST: RIC S' 'D ci F. GIN By: (4 By: �0/tKG[ 44 12 #32586419_v2