HomeMy WebLinkAboutAGMT - Multiple City Managers Agreements (Till, Carmany & Importuna-Interim)PROFESSIONAL SERVICES AGREEMENT
d
between
�S^E-Ai" -'
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
and
Patrick P. Importuna
2408 Wisconsin Dells Drive
Henderson, NV 89044
This AGREEMENT ("Agreement") is made and entered into this 3rd day of January,
2011, by and between the CITY OF SEAL BEACH, a charter city (hereinafter "City"),
and PATRICK P. IMPORTUNA, an individual.
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RECITALS
WHEREAS, City desires to engage the services of a person to serve on an interim
basis in the position of Interim City Manager; and
WHEREAS, Patrick P. Importuna has served as a City Manager prior to his retirement,
and is thus fully familiar with proper administration of all affairs of a city.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein, City and
Patrick P. Importuna hereby agree as follows:
1.0 Functions & Duties. City hereby engages the services of Patrick P.
Importuna (hereinafter "ICM") as Interim City Manager. ICM shall exercise the powers
and perform the duties of the position of City Manager and Executive Director of the Seal
Beach Redevelopment Agency as set forth in the City Charter, City Municipal Code,
Agency by-laws, personnel rules, regulations and procedures and City Manager and
Executive Director job descriptions, as each of them currently or may in the future exist.
ICM shall exercise such other powers and perform such other duties as City's City Council
may from time to time assign. ICM is "at -will" and serves at the pleasure of the City
Council.
2.0 Commencement & Effective Date. ICM shall commence his services on
January 3, 2011.
3.0 Termination. The City's City Council or ICM may terminate this Agreement at any
time, with or without cause, upon seven days' advance written notice to the other party.
4.0 Compensation. City will pay ICM for services rendered at the rate of $100 for
each actual hour of service worked. In the event the ICM is on personal time and not
physically on duty no additional compensation will be paid to the ICM for any form of
work through the use of technology, such as telephone, fax, texting, email, etc., to and
from City Council members, the City Attorney and City staff. ICM shall complete City
time sheets documenting each hour ICM renders services pursuant to this Agreement.
City's payments to ICM shall be subject to withholding and other applicable taxes,
including PARS. City will pay ICM at the same time as City employees. ICM shall be
exempt from the overtime pay provisions of California and federal law.
5.0 Benefits. With the exception of FICA, PARS and Medicare coverage, ICM will
not accrue or receive any City benefits, including, but not limited to, life, medical, vision
and dental insurance, holidays, vacation, administrative or sick leave accruals, or any
other benefits afforded City employees.
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6.0 Expenses. City shall reimburse ICM all reasonable and necessary expenses
incurred in connection with ICM's performance of official City business, within 15 days of
ICM's submittal of a City reimbursement form in accordance with City's standard
reporting practice and AB1234.
7.0 Bonding. City shall bear the full cost of any fidelity or other bonds required of
the City Manager by the Council or as required under any law or ordinance.
8.0 Indemnification. Except as otherwise permitted, provided, limited or required by
law, including without limitation California Government Code Sections 825, 995, and 995.2
through 995.8, the City will defend and pay any costs and judgments assessed against
ICM arising out of an act or omission by ICM occurring in the course and scope of ICM's
performance of his duties under this Agreement.
9.0 Entire Agreement. This Agreement represents the entire agreement between the
parties and supersedes other agreements, either oral or in writing, between the parties
with respect to the employment of ICM by City and contains all of the covenants and
agreements between the parties with respect to that employment. Each party to this
Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by either party, or anyone acting on
behalf of either party, which are not embodied herein, and that no other agreement,
statement of promises not contained in this Agreement shall be valid or binding upon either
party.
10.0 Amendments. Amendments to this Agreement are effective only upon City
Council written authorization and ICM's written concurrence.
11.0 Notices. All notices pertaining to this Agreement shall be sent to:
ICM: Patrick P. Importuna
2408 Wisconsin Dells Drive
Henderson, NV 89044
CITY: City Clerk
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
Such notice shall be deemed made when personally delivered, transmitted by
facsimile, or when mailed, 48 hours after deposit in the U.S. Mail, first class postage
prepaid and addressed to the party at its applicable address. Actual notice shall be
deemed adequate notice on the date actual notice occurred, regardless of the method of
service.
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12.0. General Provisions.
12.1 If any provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement shall nevertheless 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.
12.2 This Agreement shall be interpreted and construed pursuant to and in
accordance with applicable laws of the State of California, and the Seal Beach Charter,
City Municipal Code, Ordinances and Resolutions.
12.3 This Agreement may be executed in multiple counterparts each of which
shall be deemed an original for all purposes.
Executed by the parties as of the date below at Seal Beach.
CITY OF SEAL BEACH
ichael P. Levitt, Nkayor
Dated: f% /A — ot-) - /O
ATTEST:
Cr
L M a Devine -b ity t Jerk
ICM
�n
NO R111,13 • •
Dated: / D
APPROVED AS TO FORM:
uinn M. Barrow - City Attorney
[END OF SIGNATURES]
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AMENDMENT NO. 1
TO EMPLOYMENT AGREEMENT
BETWEEN THE CITY OF SEAL BEACH
AND DAVID CARMANY
RECITALS
A. Pursuant to that certain "EMPLOYMENT AGREEMENT BETWEEN THE
CITY OF SEAL BEACH AND DAVID CARMANY" ("CONTRACT"
hereinafter), David Carmany ("EMPLOYEE" hereinafter) commenced working
for the City of Seal Beach and the Seal Beach Redevelopment Agency
(collectively "CITY" hereinafter) on June 4, 2007. Pursuant to Section 4.A of the
CONTRACT, CITY paid EMPLOYEE an initial monthly salary of $14,583.
B. Among other benefits, the CONTRACT provides that CITY shall pay
EMPLOYEE such additional benefits, including cost of living adjustments
("COLA") to compensation, if any, as are afforded Management employees by
resolution of Council from time to time. The CONTRACT also provides that
CITY shall contribute $288.46 per pay period to the CITY's deferred
compensation plan on behalf of EMPLOYEE for a total of $7,500 per year and
that EMPLOYEE may convert all or a portion of such deferred compensation to
salary.
C. The parties now desire to amend the CONTRACT to memorialize each salary
adjustment for bookkeeping and reference purposes.
D. Effective July 1, 2007, the City increased EMPLOYEE's monthly salary to
$15,750 per the Executive and Mid -Management Terms/Conditions of
Employment ("2006 Management Agreement") dated July 24, 2006, which
provided to management a 4% COLA + 4% Market Equity Adjustment.
E. Effective July 1, 2008, the City increased EMPLOYEE's monthly salary to
$16,333 per the 2006 Management Agreement, which provided to management a
CPI Adjustment, minimum of 3%, capped at 5%, for Fiscal Year 2008-2009.
F. On October 15, 2008, EMPLOYEE elected to convert his monthly deferred
compensation of $625 to salary. Due to this conversion, EMPLOYEE's monthly
salary increased to $16,958.
G. On April 13, 2009, the City Council adopted Resolution No. 5853 approving the
"Terms and Conditions of Employment Between the City of Seal Beach and
Executive Management and Mid -Management Employees ("2009 Management
Agreement") which included among other adjustments for other employees, an
- 1 - Resolution No. 6036
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adjustment of EMPLOYEE's salary to a level equal to the salaries provided by
other comparable cities to their respective city managers. Such adj ustment
increased EMPLOYEE's monthly salary to $17,340 excluding deferred
compensation.
H. Section 18.13 of the 2009 Management Agreement provides to management a CPI
adjustment, capped at 4%, effective the first payroll period in July 2010. Using
the applicable index, the City increased the City Manager's monthly salary by
1.9% to $17,669 excluding deferred compensation, effective July 2010.
Section 18.0 of the 2009 Management Agreement provides to management a CPI
adjustment, capped at 4%, effective the first payroll period in July 2011.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
herein contained, CITY and EMPLOYEE agree as follows:
All of the above recitals are true and correct.
2. Section 4 A. of the CONTRACT shall be amended to read as follows:
A. Base Salary.
CITY paid EMPLOYEE an initial annual base salary of
- 2 - Resolution No. 6036
$175,000 (monthly salary of $14,583).
(2)
During Fiscal Year 2007-2008, CITY paid EMPLOYEE a
monthly salary of $15,750.
(3)
From July 1, 2008 to October 14, 2008, CITY paid
EMPLOYEE a monthly salary of $16,333.
(4)
By memorandum dated October 9, 2008, EMPLOYEE elected
to convert his monthly deferred compensation of $625 into
salary. For the period from October 15, 2008 to April 12,
2009, CITY paid EMPLOYEE a monthly salary of $16,958.
(5)
Effective April 13, 2009, CITY adjusted EMPLOYEE's salary
to $17,340 excluding deferred compensation.
(6)
For Fiscal Year 2010-2011, CITY will pay EMPLOYEE a
monthly salary of $17,669 excluding deferred compensation.
(7)
Effective the first payroll period in July 2011, CITY will
provide to EMPLOYEE a CPI adjustment, capped at 4%.
(8)
At its sole discretion, the City Council shall consider merit
adjustments commensurate with Employee's performance in
accordance with the evaluation process pursuant to Section 5
of this Agreement. Employee's salary shall be subject to
withholding and other applicable taxes, and shall be payable to
Employee at the same time as other employees of CITY are
paid. Employee shall be exempt from the overtime pay
provisions of California and federal law.
- 2 - Resolution No. 6036
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3. Except as amended herein, the terms and provisions of the CONTRACT shall
remain in full force and effect.
TO EFFECTUATE THIS AMENDMENT NO. 1, the parties have caused their duly
authorized representatives to execute this agreement on the date set forth below.
CITY OF SEAL BEACH:
1 W&406�00"
Mayor
Date
ATTEST:
Lina bevine, City Clerk
EMPLOYEE:
David any
IV -3.-/O
Date
APPROVED AS TO FORM:
Quinn M. arrow, City Attorney
- 3 - Resolution No. 6036
RESOLUTION NUMBER 6036
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING AMENDMENT NUMBER 1 TO THE CITY
MANAGER EMPLOYMENT AGREEMENT TO MEMORIALIZE
CHANGES TO THE CITY MANAGER'S SALARY IN
ACCORDANCE WITH THAT CERTAIN CONTRACT DATED
APRIL 23, 2007
WHEREAS, On April 23, 2007, the City and David Carmany executed an
employment agreement ("Contract") for City Manager services; and
WHEREAS, The City Council wishes to amend the Contract to memorialize
salary adjustments per the Contract.
NOW THEREFORE, the Seal Beach City Council hereby resolves:
SECTION 1. The City Council hereby approves Amendment No. 1 to the
Employment Contract between the City and David Carmany, dated August 9,
2010.
SECTION 2. The City Clerk shall certify to the passage and adoption of this
resolution.
PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a
regular meeting held on the 9th day of Auoust , 2010 by/the following vote:
AYES: Council Members
NOES: Council Members
ABSENT: Council Members ' ��tl� 7/r
ABSTAIN: Council Members �'c 1/1�, I
i
ATTEST:
Ar nn/• 1,
S", Z
Cil Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
Mayor
c�NNTI CP��
I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the
foregoing resolution is the original copy of Resolution Number 6036 on file in
the office of the City Clerk, passed, approved, and adopted by the Seal Beach
City Council at a regular meeting held on the 9th day of August , 2010.
bty 1;lerk `
EMPLOYMENT AGREEMENT
BETWEEN THE CITY OF SEAL BEACH AND DAVID CARMANY
RECITALS
A. The City of Seal Beach ("City") desires to hire a City Manager and Executive Director for
the Seal Beach Redevelopment Agency ("Agency").
B. David Carmany ("Employee") represents that he is qualified to perform the duties of City
Manager for the City and Executive Director for the Agency.
C. City and Employee wish to enter into an Employment Agreement that sets forth the rights
and obligations of the parties.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein
contained, City and Employee agree as follows:
1. TERM. Employee shall commence his service on June 4, 2007 which shall
also be deemed the effective date of this Agreement. The term of this Agreement shall be
indeterminate, subject to Section 7 of this Agreement.
2. DUTIES AND AUTHORITY. Employee shall exercise the powers and
perform the duties of the position of City Manager and Executive Director of the Seal Beach
Redevelopment Agency as set forth in the City Charter, City Municipal Code, Agency by-laws,
personnel rules, regulations and procedures and City Manager and Executive Director job
descriptions, as each of them currently or may in the future exist. Employee shall exercise such
other powers and perform such other duties as City, by the City Council, may from time to time
assign.
3. EMPLOYEE'S OBLIGATIONS. Employee shall devote his full energies,
interest, abilities and productive time to the performance of this Agreement, and utilize his best
efforts to promote City's interests. Employee shall not engage in any activity, consulting service
or enterprise, for compensation or otherwise, which is actually or potentially in conflict with or
inimical to, or which materially interferes, with his duties and responsibilities to City.
Seal Beach City Manager Contract - Carmany - 1 -
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4. SALARY AND BENEFITS.
A. Base Salary. City shall pay Employee an annual base salary of $175,000.00. At
its sole discretion, the City Council shall consider merit adjustments commensurate with
Employee's performance in accordance with the evaluation process pursuant to Section 5 of this
Agreement. Employee's salary shall be subject to withholding and other applicable taxes, and
shall be payable to Employee at the same time as other employees of City are paid. Employee
shall be exempt from the overtime pay provisions of California and federal law.
B. Employment Benefits. In addition to base salary, City shall provide to Employee
the following benefits:
(1) Holidays. Employee shall be entitled to the holidays generally available to
other exempt employees of City. Employee's salary includes holiday pay. Accordingly,
Employee shall not be entitled to any additional salary or compensation for working on a holiday.
(2) Sick Leave. As of the effective date of this Agreement, the Employee shall
be deemed to have accrued forty (40) hours of sick leave with City. Employee shall receive the
same sick leave benefits, under the same terms and conditions, as are generally applicable to
other management employees.
(3) Vacation Leave. As of the effective date of this Agreement, the Employee
shall be deemed to have accrued eighty (80) hours of vacation leave with City. Employee shall
receive the same vacation leave benefits, under the same terms and conditions, as are generally
applicable to other management employees with 10 years of service. Vacation leave shall be
scheduled with the City Council at least two weeks in advance. Once each calendar year,
Employee may elect to receive cash compensation equal to his then current base salary rate in
lieu of up to a maximum of 80 hours of accrued but unused vacation leave.
(4) Groun Medical. Life and Dental Insurance. During the term of his
employment, Employee and his eligible dependents shall participate in the City's group medical,
life and dental insurance plans in accordance with the terms and conditions of such plans as they
now exist or as they may be changed from time -to -time in the future. The City shall pay 100% of
all premiums on behalf of Employee and his eligible dependents.
(5) Automobile.
a. City shall provide to Employee a monthly automobile allowance of
$500.00. Such amount is designed to reimburse Employee for all costs associated with 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.
b. Employee shall maintain all records required by applicable California and
federal law concerning use of such automobile, including without limitation records to
substantiate personal and City -related use of such automobile.
C. Employee currently has an automobile liability insurance policy with
Seal Beach City Manager Contract - Carmany - 2 -
$100,000/300,000/50,000 maximum coverage, combined single limit coverage against any
injury, death, loss or damage as a result of wrongful or negligent acts arising out of the operation
of the automobile. Unless otherwise required by the City, Employee will maintain a policy with
such coverage and limits throughout the term of this Agreement. If City requires Employee to
secure and maintain an insurance policy with greater coverage than said coverage set forth in the
insurance policy currently insuring Employee, and as a result of such requirement, Employee's
premium cost for such policy containing greater coverage is higher than the premium cost of his
insurance policy, City shall pay the difference. Employee shall name City, and its Council
members, officials and employees as additional insured on his policy; and deliver to City copies
of such insurance endorsements and certificate of insurance. Such insurance policy shall provide
that the insurance coverage shall not be canceled, reduced or otherwise modified by Employee or
by Employee's insurance carrier without at least 30 days prior written notice, served on City
personally by said insurance company.
(6) Retirement Plan. Employee shall be covered by the Public Employees
Retirement System Plan applicable to miscellaneous employees of City in accordance with the
terms and conditions of that plan as it now exists or as it may be changed from time -to -time in
the future. City shall pay 100% of Employee's retirement contribution.
(7) Bereavement Leave. Employee shall be eligible for bereavement leave as
generally available to other management employees of City.
(8) Laptop Computer; Cellular Phone and Internet Service. At no cost tc
Employee, City shall provide Employee with the use of a City -owned laptop computer. In
addition, City shall provide Employee with a $150 per month allowance for cell phone and
Internet charges incurred in the performance of his official city business and duties.
(9) Lone Term Disability Insurance. City shall provide Employee with a term
life insurance policy, accidental death insurance and long-term disability insurance with the same
terms provided to other management employees.
(10) Expenses and Dues. Provided the City Council has previously budgeted
for such expenses, City shall pay all reasonable and necessary business expenses, including dues
and subscriptions in local civic organizations, upon Employee's submittal of invoices in
accordance with City's standard reporting practice.
(11) Professional Development and Business Promotion. City shall pay all
reasonable and necessary business expenses, including travel, conference, meals, lodging and
meeting expenses incurred in continuing education within the state in accordance with the
Municipal Code, as amended from time to time, City Resolutions and state law applicable to
charter cities. Upon prior City Council approval, City shall pay all reasonable and necessary
business expenses, including travel, conference, meals, lodging and meeting expenses incurred
outside. the state. Upon prior board approval, the Agency shall pay all reasonable and necessary
business expenses, including travel, conference, meals, lodging and meeting expenses incurred to
Seal Beach City Manager Contract - Cannany - 3 -
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attract, maintain and retain development to locate in or relocate to the City.
(12) Bonding. City shall bear the full costs of any fidelity or other bonds
required of Employee under any law, City Charter provision, City ordinance or Agency
resolution by virtue of his employment as City Manager or Executive Director.
(13) Deferred Compensation Plan. Employee shall be entitled to participate in
the City's deferred compensation plan in accordance with the terms and conditions of that plan as
it now exists or as it may be changed from time -to -time in the future. City shall contribute
$288.46 per pay period to the plan on behalf of Employee for a total of $7500.00 per year. At the
sole discretion of Employee, this contribution may be increased with a corresponding decrease in
Employee's salary, or decreased with a corresponding increase in Employee's salary, each on a
dollar for dollar conversion.
(14) Designation of Recipients Pursuant To Government Code Section 53245.
Employee may file with the City a designation of a person who, notwithstanding any other
provision of law, shall, on the death of Employee, be entitled to receive all warrants or checks
that would have been payable to Employee had he survived. Employee may change the
designation from time to time. Any person so designated shall claim such warrants or checks
from the City. On sufficient proof of identity, the City shall deliver the warrants or checks to the
claimant. A person who receives a warrant or check pursuant to this section is entitled to
negotiate it as if he or she were the payee.
(15) Additional Benefits. Unless otherwise specified to the contrary in this
Agreement, City shall pay Employee such additional benefits, including cost of living
adjustments ("COLA") to compensation, if any, as are afforded Management employees as the
same may be modified for all Management employees by resolution of Council from time to
time.
(16) Relocation Allowance. As a result of accepting the position as City
Manager with the City of Seal Beach, Employee will have to relocate from his current residence
in Ohio. In consideration for said relocation, the City agrees to pay Employee a one-time
payment of $15,000 for relocation on the first day of residence at his new home.
C. No Reduction in Benefits. City shall not at any time during the term of this
Agreement reduce the salary or benefits of Employee, except to the degree of such reduction
across-the-board for other management employees of the City.
5. ANNUAL EVALUATIONS. On or before June 30 of each year, the City
Council may conduct an evaluation of Employee's performance. During that evaluation, City
Council and Employee shall mutually establish performance goals and objectives to be met by
Employee during the following year. In addition, the City Council may, but is not required, to
review Employee's salary and benefits as part of the evaluation process or at any other time.
Seal Beach City Manager Contract - Cannany - 4 -
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6. INDEMNIFICATION. Except as otherwise permitted, provided,
limited or required by law, including without limitation California Government Code Sections
825, 995, and 995.2 through 995.8, the City 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.
AT -WILL EMPLOYMENT RELATIONSMP.
A. Employee is employed at the pleasure of the City Council, and is thus an at -will
employee. The City Council may terminate this Agreement and the employment relationship at
any time without cause. Nothing in this Agreement shall prevent, limit or otherwise interfere
with the right of the City to terminate the employment of Employee. City shall pay Employee for
all services through the effective date of termination. In addition, Employee shall receive
severance to the extent provided in Section 8 and shall receive no other compensation or
payment.
B. Prior to termination, City shall substantially comply with City Charter Section 607
and provide Employee written notice of termination at least 30 days before the effective date of
the termination pursuant to Seal Beach Municipal Code Section 3.15.015, unless Employee has
engaged in corrupt or willful misconduct in office or any illegal act involving personal gain or is
convicted of any felony or any misdemeanor involving moral turpitude. In such case the
effective date of the termination is the date upon which City serves the notice of termination
upon Employee.
8. SEVERANCE.
A. If City terminates this Agreement (thereby terminating Employee's employment
with City) without cause during the term of this Agreement, City shall:
(1) Pay Employee an amount equal to his then -monthly base salary for a period of
twelve months, less interim compensation to which Employee becomes entitled to during
the twelve-month period following his termination. Employee shall use his best efforts
and due diligence to secure employment with, become an independent contractor for, or
otherwise provide services for compensation, for, any person, organization or entity, other
than City; and
(2) Provide at no cost to Employee the medical and dental insurance benefits
provided by Section 4. B (4) herein'and the deferred compensation provided by Section 4.
B (13) herein for twelve months, or until Employee secures other employment, whichever
occurs first.
B. Notwithstanding any other provision or the term of this Agreement, the maximum
severance and health benefits that Employee may receive under this Agreement as a result of
termination, shall not exceed the limitations provided in Government Code §§ 53260-53264.
Seal Beach City Manager Contract - Carmany - 5 -
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C. As used in this Agreement, the term "interim compensation" shall include, but not
be limited to: compensation, in any form, to which Employee is entitled from employment other
than employment with City; compensation, in any form, to which Employee is entitled to as an
independent contractor; and compensation, in any form, from any source, including, without
limitation, unemployment and disability insurance, from any person, entity or source, to which
Employee is otherwise entitled. Interim compensation shall not include retirement benefits or
any payment received from the California Joint Powers Insurance Authority. Upon City's
request, Employee shall promptly provide City with documentary evidence of interim
compensation.
D. Employee shall not be entitled to severance pay:
(1) If Employee terminates this Agreement; or
(2) If City terminates this Agreement for cause for any of the following
reasons:
a. Employee refuses or fails to perform the powers and duties of the City
Manager as specified in the City Charter or Municipal Code or the powers and duties of the
Executive Director of the Agency as specified in the Agency By -Laws or any Agency Resolution;
b. Employee has engaged in: corrupt or willful misconduct in office, any
illegal act involving personal gain or willful malfeasance constituting grounds for removal from
office due to an indictment of the grand jury; or is convicted of any felony or any misdemeanor
involving moral turpitude. In no event shall a minor traffic offense or moving violation be
considered a misdemeanor involving moral turpitude. In the event Employee is under
investigation for any of the foregoing reasons, City may withhold part or all of any severance
payment, until it is determined if charges will be filed, and if charges are filed, until final
judgment is rendered. If charges are not filed, or if Employee is found innocent, City shall pay
any severance to which Employee is entitled; or
C. Employee breaches this Agreement, including, without limitation, any
provision set forth in Section 2, "Duties and Authority," of this Agreement.
9. INTEGRATION OF AGREEMENT. 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. 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, which 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.
10. METHOD OF AMENDMENT. Amendments to this Agreement are effective
only upon City Council and Employee written approval.
11. NOTICES. All notices pertaining to this Agreement shall be sent to:
EMPLOYEE: David Carmany
5680 Loch Broom Circle
Seal Beach City Manager Contract - Carrnany - 6 -
Dublin, Ohio 43017
CITY: City Clerk
City of Seal Beach
211 8th Street
Seal Beach, California 90740
Such notice shall be deemed made when personally delivered, transmitted by facsimile, or
when mailed, 48 hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the date
actual notice occurred, regardless of the method of service.
12. GENERAL PROVISIONS.
A. If any provision of this Agreement is held invalid or unenforceable, the remainder
of this Agreement shall nevertheless 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.
B. This Agreement shall be interpreted and construed pursuant to and in accordance
with the local laws of the State of California and all applicable City Codes, Ordinances and
Resolutions.
Executed by the parties as of the date below at Seal Beach, California.
City of Seal Beach
By: j-6
Mayor
Date: z/—o� 3--,�7
ATTEST:
Ci Clerk
Seal Beach City Manager Contract - Cannany - 7 -
EMPLOYEE
�-,�3 07
APPROVED AS TO FORM
By:A;�uin:n`M.�%I��
Barrow, City Attorney
0 •
David N. Carmany
City Manager
2009 Goals
Manage the day-to-day operations of the city, economically and
efficiently
1) Continue to emphasize customer service/follow up
2) Computer applications including web page
3) Implement class/comp study
4) Bargain with two employee groups
5) Resolve zoning ordinance issue
6) Prepare new Housing Element of City General Plan
7) Prepare Local Coastal Plan
8) Prepare plan for community pool
9) Review jail utilization
10) ?
Improve delivery of public safety programs:
1) Emphasize disaster preparedness/notification
2) Address recruitment difficulties in PD
3) Fire station construction
4) Mobile digital/video for police cars
5) ?
Improve awareness and knowledge about Seal Beach:
1) New Web page, user-friendly, efficient and informative
2) Press releases & articles
3) City newsletter?
4) State of the City Address & luncheon?
6) ?
Work on intergovernmental projects:
1 Make sure that land use planning and transportation
projects that cross jurisdictional lines work out to
everyone's advantage
2) Request that U.S. Army Corps of Engineers revise the
Federal beach funding formula
3) Build closer relationships with residents, neighboring
cities and other governments
4) Transportation projects including Studebaker off -ramp,
Lampson barrier, SB Blvd bridge
5) ?
Help the city improve housekeeping/conservation:
1) tree trimming program
2) urban design efforts
3) Main Street sidewalk cleaning
4) Sidewalk/concrete repairs
5) Utility aggregation?
6) ?
9
David N. Carmany
City Manager
UJ
2008 Accomplishments
Helped city get a handle on its unfunded liabilities, financial and
capital:
1) Quantified unfunded liabilities for retiree health care and
pension; addressed requirements of GASB 45 by joining
CalPERS trust for health care
2) Bargained 3 -year contract with the Seal Beach Police
Officers Association
4) Saved net -present -value $810,000 by issuing pension
obligation bonds.
5) Arranged favorable privately -placed financing for fire station
Raised revenue/obtained grants/reduced expenditures:
1) Negotiated an agreement with Energy Tubulars generating
ongoing additional sales tax revenue of approximately $1
million dollars per year, plus retro of $887,000
2) Reduced the city's unfunded liability for retiree health care
from $12.3 million to $6.7 million dollars (a 50% reduction)
3) Obtained $10 million dollar 0% loan from State revolving
fund for sewer projects
4) Obtained several grants including
a. $5.7 million dollar grant from the
OCTA for street improvements
b. $2 million dollar grant from the Rivers
and Mountains Conservancy for
rehabilitation of the Rivers End
parking lot and bike path
0 0
Worked on a number of capital projects:
1) Completed the West End pump station to help prevent
flooding in the Old Town neighborhood
2) Finalized CIP amd master plans of pavement management
and drainage
3) Remodeled and reopened the city jail
4) Completed the annual slurry seal and street overlay project
5) Fire station planned and out to bid
Worked on internal city issues:
1) Established open door policy in City Manager's office
2) Reorganized Departments as needed including the
Engineering Division of the Public Works Department & CM
office
3) Negotiated contracts where missing, expired, or poorly
managed
4) Handled embezzlement; successfully recouped $267,000 of
stolen city funds/reorganized City Finance Department
5) Tightened up procedures (Human Resources, agendas,
contracts, office hours for city attorney) as needed
6) Emphasized customer service with city staff
7) Installation of new telephone system
8) Installation of backbone computer system
9) Improved relations with PD; monthly ride -along etc.
0 0
Represented the city externally:
1) Attended, and encouraged Department heads to attend,
numerous meetings (Planning Commission, Parks and
Recreation, League of California Cities, Historical Society,
Chamber of Commerce, neighboring city council meetings,
etc.)
2) Prepared/disseminated several press releases
3) Worked closely with offices of local elected officials
(Assemblyman, State Senator, Congressman) on city
projects
`Received an award from the GFOA (Government Finance Officers
Association) for Excellence in Financial Reporting
`Established a free door-to-door collection program for e -waste (TV's,
computers, cell phones, etc.)
*Assisted efforts of Gordon Shanks for Governor's appointment to
San Gabriel and Lower Los Angeles Rivers and Mountains
Conservancy Governing Board.
PROFESSIONAL SERVICES AGREEMENT
FOR INTERIM CITY MANAGER SERVICES
THIS AGREEMENT ("Agreement") is entered into February 20, 2007, by and
between the City of Seal Beach ("City') and Greg Beaubien ("Contractor").
RECITALS
A. City desires to contract with Contractor to perform the services of Interim
City Manager until such time the City appoints a City Manager. Contractor has
no desire to be appointed City Manager.
B. Contractor represents that he is qualified to perform the duties and
responsibilities of Interim City Manager.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained the parties agree as follows:
1. Duties. Contractor shall perform the functions and duties of the
City Manager as specified in the Seal Beach City Charter and other legally
permissible and proper duties and functions as may be, from time to time,
assigned to Contractor (collectively "Services"). Contractor agrees not to perform
services for other entities while this Agreement is in effect without the prior
written approval of the Seal Beach City Council. In addition, Contractor shall use
his best efforts to assist the City in locating and hiring a qualified City Manager.
2. Hours. Contractor's Services may involve expenditures of time in
excess of the normal business working hours, and may also include time outside
normal office hours, including attendance at meetings of the City Council, City
Commissions, City Committees or community organizations or other groups.
Contractor shall not be entitled to additional compensation for any work
performed in excess of eight hours per day, forty hours per week or the City's
normal office hours. Contractor is not an employee for purposes of overtime, the
Fair Labor Standards Act or any law or order. Contractor shall be entitled to
three (3) personal leave days per month.
3. Commencement and Termination. Contractor shall commence the
Services on February 20, 2007. The City may terminate this Agreement at any
time, with or without cause or advance notice. Contractor may terminate this
Agreement at any time, with or without cause upon ten days prior written notice
to City. Contractor shall be paid for all Services performed through the effective
date of termination.
4. Compensation. City shall pay Contractor on an 80 -hour bi-weekly
basis at a per hour rate based on monthly salary of $13,549. Contractor will be
paid a base hourly rate for any portion of a bi-weekly period worked.
PSA Interim City Manager (Final) Page 1 of 3
5. Expenses. City shall reimburse Contractor for actual and
necessary expenses incurred in the performance of his official duties that are
supported by expense receipts in accordance with AB 1234 and any applicable
City ordinances, resolutions, rules, policies or procedures.
6. Contractor's Responsibility for Contributions Payments, or
Withholding. Contractor shall be solely responsible for all contributions,
payments, or withholdings normally made on behalf of an employee including but
not limited to, state and federal income taxes, federal social security
contributions, California State disability insurance taxes, and unemployment
insurance contributions.
7. Relationship Between the Parties. Consultant is, and shall at all
times remain as to City, a wholly independent contractor. Consultant shall have
no power to incur any debt, obligation, or liability on behalf of City. Consultant
may act as an agent of City only to the extent necessary to perform the duties
and obligations required herein. Neither City nor any of its agents shall have
control over the means of service or means of production of Consultant.
Consultant shall not, at any time, or in any manner, represent that he/she is an
Contractor of City, provided, however, that nothing contained in this provision
shall be construed or interpreted so as to deprive Consultant of any and all
defenses or immunities available to public officials acting in their official
capacities. Consultant agrees to pay all required taxes on amounts paid to
Consultant under this Agreement, and to indemnify the hold City harmless from
any and all taxes, assessments, penalties, and interest asserted against City by
reason of the independent contractor relationship created by this Agreement.
Consultant shall indemnify and hold City harmless from any failure of Consultant
to comply with applicable workers' compensation laws. Contractor shall not be
considered an agent or Contractor of City and shall not be entitled to the benefits
provided by City to its Contractors, including but not limited to workers'
compensation insurance, health/medical insurance, dental insurance, life
insurance, deferred compensation, disability insurance, unemployment
insurance, retirement contribution, sick leave, vacation leave or similar benefits.
8. Insurance. Contractor shall procure and maintain in effect a policy
of automobile insurance for use of his/her private vehicle. Such insurance shall
not be subject to cancellation, modification or lapse without City first receiving ten
days advance written notice.
9. Mutual Indemnity
A. City agrees to indemnify, defend, and hold harmless
Contractor from and against any and all claims, actions, proceedings, suits, or
damages, including costs and attorneys' fees, resulting from physical harm or
damage to persons or property which harm arise out of or is in any way caused
PSA Interim City Manager (Final) Page 2 of 3
0 6
by the acts, omissions, negligence or misconduct of City, its officials, officers,
agents or Contractors.
B. Contractor agrees to indemnify, defend, and hold harmless
City, its elected and appointed officials, officers, agents and Contractors against
any claims, actions, proceedings, suits, or damages, including costs and
attorneys' fees, resulting from physical harm or damage to persons or property
which harm arise out of or is in any way caused by the acts, omissions,
negligence or misconduct of Contractor, its officers, agents or Contractors.
C. The provisions of this Mutual Indemnity Clause (Section 9)
shall survive the termination or expiration of this Agreement.
10. This Agreement shall constitute the entire agreement between the
parties.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day
and year first above written.
CITY
By: jaw L&
M or
ATTEST:
.A( n�h L �-,
City Clerk
CONTRACTOR
Greg Be ubien
APPROVED TO FORM:
(l
pAttorn( y
PSA Interim City Manager (Final) Page 3 of 3
EXHIBIT "A"
AMENDMENT NO. 5
TO EMPLOYMENT CONTRACT
BETWEEN CITY OF SEAL BEACH
AND JOHN B. BAHORSKI
RECITALS
A. On January 22, 2001, the City of Seal Beach ("CITY" hereinafter), and John
Bahorski (`BAHORSKI" hereinafter) entered into that certain Employment
Contract ("CONTRACT" hereinafter).
B. On March 11, 2002, the CITY and BAHORSKI entered into that certain
"Amendment No. 1" to the CONTRACT.
C. On March 10, 2003, the CITY and BAHORSKI entered into that certain
"Amendment No. 2" to the CONTRACT.
D. On January 27, 2004, the CITY and BAHORSKI entered into that certain
"Amendment No. 3" to the CONTRACT.
E. On June 15, 2005, the CITY and BAHORSKI entered into that certain
"Amendment No. 4" to the CONTRACT.
F. Pursuant to the CONTRACT, the City Council evaluated BAHORSKI's
performance and performed its annual review to detennine whether adjustments
would be appropriate.
G. CITY and BAHORSKI wish to amend the CONTRACT to adjust his salary to a
level equal to the salaries provided by other comparable cities to their respective
city managers, as follows:
FY 06-07 - Effective July 1, 2006: 4% COLA + 4% Market Equity Adjustment
FY 07-08 - Effective July 1, 2007: 4% COLA + 4% Market Equity Adjustment
FY 08-09 - Effective July 1, 2008: CPI Adjustment, minimum of 3%, capped at 5%.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
herein contained, CITY and BAHORSKI agree as follows:
Subsection i. of Section 3A of the CONTRACT relating to base salary is hereby
amended to read as follows:
City Manager - Amend No. 5 - Res #5482 - A - 1 -
"i. Base Salary. CITY shall pay BAHORSKI bassesalary for services
rendered in accordance with the following schedule:
• Initial rate: $122,500 ($10,208.34 monthly)
• Between July 1, 2002 and June 14, 2005: $129,850 ($10,820.84 monthly)
• Between June 14, 2005 and July 1, 2006: $150,541 ($12,545 monthly)
• Fiscal Year 2006-2007: $162,588 ($13,549 monthly)
• Fiscal Year 2007-2008: $175,596 ($14,633 monthly)
• Fiscal Year 2008-2009: $175,596 ($14,633 monthly), plus a CPI adjustment
equal to a minimum of 3% and a maximum of 5%.
For the purposes of this CONTRACT, "CPI" means the Consumer Price Index [All
Urban Consumers] for the California CMSA in which the City of Seal Beach is located
(base year 1982-84 = 100), published by the United States Department of Labor, Bureau
of Labor Statistics (BLS). If the base is changed, the CPI used shall be converted
according to the conversion factor provided by the BLS.
BAHORSKI's salary shall be subject to withholding and other applicable taxes, and shall
be payable to BAHORSKI at the same time as other employees are paid. BAHORSKI
shall be exempt from the overtime pay provisions of California and federal law. The City
Council may adjust BAHORSKI's base salary at any time. In addition, the City Council
shall annually review BAHORSKI's base salary and may adjust the base salary as
deemed appropriate."
2. Except as amended herein, the terms and provisions of the CONTRACT, as
previously amended, shall remain in full force and effect.
TO EFFECTUATE THIS AMENDMENT NO. 5, the parties have caused their duly
authorized representatives to execute this agreement on the date set forth below.
City of Seal Beach:
Mayor
Date
ATTEST:
Liida itY Clerk
City Manager - Amend No. 5 - Res #5482 - A - 2 -
APPROVED AS TO FORM:
Pumn >�rrow, City Attorney
0 4
AMENDMENT NO.4 TO EMPLOYMENT CONTRACT
BETWEEN CITY OF SEAL BEACH AND JOHN BAHORSKI
RECITALS
A. On January 22, 2001, the City of Seal Beach ("CITY" hereinafter), and John
Bahorski (`BAHORSKI" hereinafter) entered into that certain Employment Contract
("CONTRACT" hereinafter).
B. On March 11, 2002, the CITY and BAHORSKI entered into that certain
"Amendment No. 1" to the CONTRACT.
C. On March 10, 2003, the CITY and BAHORSKI entered into that certain
"Amendment No. 2" to the CONTRACT.
D. On January 27, 2004, the CITY and BAHORSKI entered into that certain
"Amendment No. 3" to the CONTRACT.
E. Pursuant to the CONTRACT, the City Council evaluated BAHORSKI's performance
and performed its annual review to determine whether adjustments would be
appropriate.
F. CITY and BAHORSKI wish to amend the CONTRACT to: provide the same sick
leave benefits provided to management and mid -management employees; and adjust
salary to a level equal to the salaries provided by other comparable cities to their
respective city managers.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
herein contained, CITY and BAHORSKI agree as follows:
1. Subsection i of Section 3A of the CONTRACT relating to base salary is hereby
amended to read as follows:
"i. Base Salary. Base salary of $122,500 annually ($10,208.34 monthly) for
services rendered for the period between February 26, 2001 and June 30, 2002. Base salary
of $129,850 ($10,820.84 monthly) for services rendered for the period between July 1, 2002
and June 14, 2005. Base salary of $150,541 ($12,545 monthly) for services rendered
beginning on June 15, 2005. BAHORSKI's salary shall be subject to withholding and other
applicable taxes, and shall be payable to BAHORSKI at the same time as other employees
are paid. BAHORSKI shall be exempt from the overtime pay provisions of California and
federal law. The City Council may adjust BAHORSKI's base salary at any time. In addition,
the City Council shall annually review BAHORSKI's base salary and may adjust the base
salary as deemed appropriate."
S7296%0001 W mendment #4 - Bahorski contract - 6-13-05 1
2. Section 3A iii of the CONTRACT relating to salary is hereby re -numbered to be
Section 3A iv.
3. Section 3A of the CONTRACT relating to salary is hereby amended by adding a new
section iii to read as follows:
"iii. In addition to the annual evaluation set forth in subsection ii, the City Council
shall meet prior to November 30, 2005 to consider increasing BAHORSKI's salary
an additional 6%."
4. Section 3B vi of the CONTRACT relating to sick leave is hereby amended to read as
follows:
"vi. Sick Leave. BAHORSKI shall receive the same sick leave benefits, under
the same terms and conditions, as are generally applicable to the Management
employees."
5. Except as amended herein, the terms and provisions of the CONTRACT, as
previously amended, shall remain in full force and effect.
TO EFFECTUATE THIS AMENDMENT NO. 4, the parties have caused their duly
authorized representatives to execute this agreement on the date Wt forth below.
City of Seal Beach
By:
Mayor
ATTEST:
4Lia Devine, City Clerk
APPROVED AS TO FORM:
By:�—
Quinn M. Barrow, City Attorney
S7296\0001 \Amendment #4 - Bahorski contract - 6-13-05 2
11
L7
AMENDMENT NO.3 TO EMPLOYMENT CONTRACT
BETWEEN CITY OF SEAL BEACH AND JOHN BAHORSKI
RECITALS
A. On January 22, 2001, the City of Seal Beach ("CITY" hereinafter), and John Bahorski
(`BAFiORSKI" hereinafter) entered into that certain Employment Contract ("CONTRACT" hereinafter).
B. On March 11, 2002, the CITY and BAHORSKI entered into that certain "Amendment No. 1"
to the CONTRACT.
C. On March 10, 2003, the CITY and BAHORSKI entered into that certain "Amendment No. 2"
to the CONTRACT.
D. Pursuant to the CONTRACT, the City Council evaluated BAHORSKI's performance and
performed its third annual review to determine whether adjustments would be appropriate.
E. CITY and BAHORSKI wish to amend the CONTRACT to: alleviate salary compaction
between BAHORSKI and certain employees in the Police Department; provide greater severance in the
event of termination without cause; and extend the tern of the CONTRACT.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein
contained, CITY and BAHORSKI agree as follows:
1. Section 2 of the Employment Contract relating to tennis hereby amended to extend the term to
June 30, 2009 as follows:
"2. TERM, TERMINATION AND AT -WILL STATUS. This Employment Contract, as
amended ("CONTRACT" hereinafter), commenced on February 26, 2001 and shall remain in
effect until June 30, 2009, unless terminated or extended pursuant to the provisions herein.
Nothing in this CONTRACT or elsewhere shall prevent, limit or otherwise interfere with the
right of the CITY to terminate the services of BAHORSKI at any time, subject only to the
provisions set forth in Section 4 of the CONTRACT. BAHORSKI is employed at the pleasure of
the City Council, and is thus an at -will employee. The City Council or BAHORSKI may
terminate this CONTRACT and the employment relationship at any time without cause. CITY
shall provide BAHORSKI with thirty (30) days notice of its decision to terminate this
CONTRACT and shall comply with applicable provisions of the Ralph M. Brown Act,
California Government Code Section 54950 et seq. prior to termination. Due to the important
nature of BAHORSKI's duties to the CITY, BAHORSKI must provide the City Council with at
least thirty (30) days written notice prior to the date he ceases to perform his duties and
responsibilities set forth in this CONTRACT, the City Charter and the City Code."
57296\0001\amendment no Ito bahorski contract 1 of 3
0 0
2. Section 3A of the CONTRACT relating to salary is hereby amended by adding anew section
iii to read as follows:
"iii. Commencing July 1, 2004, the base salary provided in this Section 3A shall be
maintained at all times at the greater of at least ten percent (10%) above the top step of the base
salary of the Seal Beach Police Chief and fifteen percent (15%) above the top step of the base
salary (including longevity pay) of the highest paid Police Captain. BAHORSKI's base salary
will automatically be adjusted to maintain the agreed differential under this paragraph without
the need for further action by the City Council."
3. Section 4Ai of the Employment Contract relating to severance pay is hereby amended to
increase the period of severance pay from 12 months to 18 months as follows:
"i. Severance Pay. If BAHORSKI is terminated without cause at any time by a
majority vote of the City Council in attendance at any lawfully called meeting, CITY shall pay
BAHORSKI severance pay equal to eighteen months of the base salary to which BAHORSKI is
entitled upon the effective date of termination, less payroll deductions, and less interim
compensation to which BAHORSKI is entitled during the eighteen -month period following his
termination pursuant to this subsection."
4. Section 4Aiv of the Employment Contract relating to insurance benefits upon termination
without cause is hereby amended to increase the period of CITY paid insurance benefits from 12 months to
18 months as follows:
"iv. Insurance Benefits. If BAHORSKI is terminated without cause and is therefore
entitled to severance pay pursuant to Section 4Ai, in addition to the severance pay provided thereby,
CITY shall provide at no cost to BAHORSKI the same medical and dental insurance or its equivalent
then in effect, to the extent permitted by such medical insurance plans, for BA14ORSKI and his then
eligible dependents for up to eighteen months, or such shorter period of time if BAHORSKI secures
employment with, becomes an independent contractor for, or otherwise provides services for, any
person, organization or entity, other than the CITY, and BAHORSKI is eligible for medical
insurance provided by or sponsored by such person, organization or entity. "
5. Except as amended herein, the terms and provisions of the CONTRACT, as previously
amended, shall remain in full force and effect.
57296\0001 \amendment no 3 to bahorski contract 2 of 3
9 0
TO EFFECTUATE THIS AMENDMENT NO. 3, the parties have caused their duly authorized
representatives to execute this agreement on the date set forth below.
City of Seal Beach
lm
ATTEST:
a Yeo, City erk
APPROVED AS TO FORM:
By: Q0.
Quinn M. Barrow, City Attorney
57296\0001\amendment no 3 to bahorski contract 3 of 3
•
0
AMENDMENT NO. 2 TO EMPLOYMENT CONTRACT
BETWEEN CITY OF SEAL BEACH AND JOHN BAHORSKI
RECITALS
A. On January 22, 2001, the City of Seal Beach ("CITY" hereinafter), and John
Bahorski ("BAHORSKI" hereinafter) entered into that certain Employment Contract
("CONTRACT" hereinafter).
B. On March 11, 2002, the CITY and BAHORSKI entered into that certain "Amendment
No. 1" to the CONTRACT.
C. Pursuant to the CONTRACT, the City Council evaluated BAHORSKI's performance
and performed its second annual review to determine whether adjustments would
be appropriate.
D. CITY and BAHORSKI wish to amend the CONTRACT to increase his rate of
vacation accrual and increase his maximum accrual.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
herein contained, CITY and BAHORSKI agree as follows:
Section 3B vii. Vacation Leave of the CONTRACT relating to benefits is
hereby amended to read as follows:
BAHORSKI shall be credited with 120 hours of vacation leave time effective on
the first day of employment with the City. BAHORSKI shall accrue vacation
leave at the rate of 7 hours per pay period (22.75 days per calendar year).
Leave shall not accrue during any period when BAHORSKI is on a leave of
absence without pay. BAHORSKI may accumulate a maximum of 400 hours'
vacation leave (50 days). Upon accumulating this maximum amount of vacation
leave, BAHORSKI shall cease accumulating additional vacation leave. In lieu of
additional paid vacation leave accumulation, City shall pay BAHORSKI
compensation at his then -current hourly rate for any vacation leave accrued in
excess of 400 hours. Such additional vacation accrual shall be paid to
BAHORSKI the pay period following the pay period in which such vacation leave
is accrued. If BAHORSKI uses vacation leave to the extent that accumulated
vacation leave falls below the maximum which may be accumulated, BAHORSKI
shall resume accruing vacation leave from that date forward until BAHORSKI's
accumulated vacation leave again reaches the maximum amount set forth
herein. BAHORSKI may not use more than twenty (20) days of vacation leave
in any one calendar year and may not use more than ten (10) days vacation
leave in any single increment without the prior written consent of the City
Council.
S7296\0001\680008.3
2. Except as amended herein, the terms and provisions of the CONTRACT,
as previously amended, shall remain in full force and effect.
TO EFFECTUATE THIS AMENDMENT NO. 2, the parties have caused their duly
authorized representatives to execute this agreement on thus set forth below.
City of Seal Beach
By: AIM,
John Larson, Mayor
Date: / IRQ.�'� gee 3
ATTEST:
/Jganne Yeo, City glerk
APPROVED AS TO FORM:
By: a ir1 6 Gt ,
Quinn M. Barrow, City Attorney
S7296\0001\680008.3 2
f
AMENDMENT NO. 1 TO EMPLOYMENT CONTRACT
BETWEEN CITYOF SEAL BEACH AND JOHN BAHORSKI
RECITALS
A. On January 22, 2001, the City of Seal Beach ("CITY" herein), and John Bahorski
("BAHORSKI" herein) entered into that certain "Employment Contract."
B. Pursuant to the Employment Contract, the City Council evaluated BAHORSKI's
performance and performed an annual review to determine whether a salary
adjustment would be appropriate.
C. CITY and BAHORSKI wish to amend the Employment Contract.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
herein contained, CITY and BAHORSKI agree as follows:
1. Section 2 of the Employment Contract relating to term, termination and at -will status is
hereby amended to read as follows:
"2. TERM, TERMINATION AND AT -WILL STATUS. This Employment Contract, as
amended ("CONTRACT" hereinafter), commenced on February 26, 2001 and shall
remain in effect until March 11, 2006, unless terminated or extended pursuant to the
provisions herein. Nothing in this CONTRACT or elsewhere shall prevent, limit or
otherwise interfere with the right of the CITY to terminate the services of BAHORSKI
at any time, subject only to the provisions set forth in Section 4 of the CONTRACT.
BAHORSKI is employed at the pleasure of the City Council, and is thus an at -will
employee. The City Council or BAHORSKI may terminate this CONTRACT and the
employment relationship at any time without cause. CITY shall provide BAHORSKI
with thirty (30) days notice of its decision to terminate this CONTRACT and shall
comply with applicable provisions of the Ralph M. Brown Act, California Government
Code Section 54950 et seq. prior to termination. Due to the important nature of
BAHORSKI's duties to the CITY, BAHORSKI must provide the City Council with at
least thirty (30) days written notice prior to the date he ceases to perform his duties
and responsibilities set forth in this CONTRACT, the City Charter and the City
Code."
2. Subsection i of Section 3A of the CONTRACT relating to base salary is hereby
amended to read as follows:
"i. Base Salary. Base salary of $122,500 annually ($10,208.34 monthly) for
57296\0001\680008.3 1 of 2
services rendered for the period between February 26, 2001 and June 30, 2002.
Base salaryof $129,850($10,820.84 monthly) for services rendered beginning on
July 1, 2002. BAHORSKI's salary shall be subject to withholding and other
applicable taxes, and shall be payable to BAHORSKI at the same time as other
employees are paid. BAHORSKI shall be exempt from the overtime pay provisions
of California and federal law. The City Council may adjust BAHORSKI's base salary
at any time. In addition, the City Council shall annually review BAHORSKI's base
salary and may adjust the base salary as deemed appropriate."
3. Except as amended herein, the terms and provisions of the CONTRACT shall remain in
full force and effect.
TO EFFECTUATE THIS AMENDMENT, the parties have caused their duly authorized
representatives to execute this agreement on the dates set forth below.
City of Seal Beach
By:.�►�-
William P6an4, Mayor
�.:. .
Date: Z
ATTEST:
APPROVED AS TO FORM:
By:
Quinn M. Barrow, City Attorney
S7296\00011680008.3
2of2
EMPLOYMENT CONTRACT
THIS EMPLOYMENT CONTRACT, hereinafter referred to as "CONTRACT", is made
and entered into this 22 day of January, 2001 by and between the CITY OF SEAL
BEACH, a municipal corporation, hereinafter referred to as "CITY", and John B.
Bahorski, hereinafter referred to as "BAHORSKI".
WITNESSETH
WHEREAS, CITY is a municipal corporation, the operation of which involves
securing the services of a qualified professional City Manager; and,
WHEREAS, John B. Bahorski represents that he can provide the services and
possesses the professional skills required by CITY and is available to CITY; and,
WHEREAS, it is the desire of the City Council of CITY to retain the services of
John B. Bahorski as City Manager; and,
WHEREAS, it is the desire of the City Council of CITY to provide certain
benefits, establish certain conditions of employment, set certain working conditions, and
provide an equitable means of terminating John B. Bahorski's employment; and,
WHEREAS, the arrangement set forth in this contract represents an efficient and
economical procedure to accomplish CITY's goal;
NOW, THEREFORE, CITY AND BAHORSKI, in consideration of the mutual
covenants and agreements herein contained, agree as follows:
1. POSITIONS AND DUTIES. The CITY hereby agrees to employ John B.
Bahorski as City Manager of the City of Seal Beach and Executive Director of the Seal
Beach Redevelopment Agency to perform, on a full-time basis, the duties and functions
specified in CITY's Charter, City Code, ordinances, resolutions, policies, and City
Manager Job Description, in the Redevelopment Agency's By -Law's, and as required by
the Government Code of the State of California, and to perform other legally permissible
duties and perform such functions as the City Council shall from time to time assign. The
City Council of CITY shall have the authority to determine the specific duties and
functions which BAHORSKI shall perform under this contract and the means and manner
by which BAHORSKI shall perform those duties and functions. BAHORSKI agrees to
devote all of his business time, skill, attention, and best efforts to the discharge of the
duties and functions assigned to him by the City Council during his employment.
BAHORSKI shall not engage in any activity, consulting service or enterprise, for
compensation or otherwise, which is actually or potentially in conflict with or inimical to,
or which materially interferes, with his duties and responsibilities to City.
2. TERM, TERMINATION AND AT WILL STATUS. This CONTRACT
shall commence on February 26, 2001, and shall remain in effect for a period of three
0 0
years. Nothing in this CONTRACT shall prevent, limit or otherwise interfere with the
right of the CITY to terminate the services of BAHORSKI at any time, subject only to
the provisions set forth in section 4. BAHORSKI is employed at the pleasure of the City
Council, and is thus an at -will employee. The City Council or BAHORSKI may
terminate this CONTRACT and the employment relationship at any time without cause.
CITY shall provide BAHORSKI with thirty (30) days notice of its decision to terminate
this CONTRACT, and as provided by the provisions of the Ralph M. Brown Act,
California Government Code Section 54950 et seq. Due to the important nature of
BAHORSKI's duties to the City, if BAHORSKI terminates this CONTRACT,
BAHORSKI must provide City Council with thirty (30) days written notice prior to the
date he ceases to perform his duties and responsibilities under this CONTRACT and the
provisions of the City's Charter and City Code.
3. SALARY AND BENEFITS.
A. CITY agrees to provide the following compensation to BAHORSKI:
i. Base Salary. Base salary of $122,500 annually ($10208.34
monthly) for services rendered beginning on February 26, 2001.
BAHORSKI's salary shall be subject to withholding and other applicable
taxes, and shall be payable to BAHORSKI at the same time as other
employees of City are paid. BAHORSKI shall be exempt from the
overtime pay provisions of California and federal law. Said compensation
may be increased pursuant to approval of a majority of the City Council.
In addition, the City Council shall annually review BAHORSKI's salary
and may make salary adjustments as deemed appropa
ii. Merit Bonus. During th initial first year of e�oyment,
BAHORSKI will be evaluatedliannually. Within one month of
BAHORSKI's employment the City Council shall engage in a goal setting
session with a facilitator to establish citywide goals. These goals shall be
the criteria used to determine the level of performance incentive awarded
to BAHORSKI up to 10% of current base salary. Thereafter, BAHORSKI
will be evaluated annually with the opportunity to receive a performance
incentive up tol0% of then -current base salary. Performance goals shall
be established by the City Council as generally agreed to by BAHORSKI.
B. CITY agrees to provide the following benefits to BAHORSKI:
Retirement Benefits. The CITY shall enroll BAHORSKI in the Public
Employee's Retirement system (PERS). The City will pay on behalf of
BAHORSKI the full cost of the PERS 2% at 55 formula. This includes
BAHORSKI's share of said plan and BAHORSKI's contribution to such
retirement system.
2
ii. Deferred Compensation. Employee shall be entitled to participate in the
ICMA Deferred Compensation Plan in accordance with the terms and
conditions of that plan as it now exists or as it may be changed from time -
to -time in the future. As additional compensation, the CITY shall
contribute the maximum amount allowable under the law of
BAHORSKI's base salary into the CITY's deferred compensation plan on
behalf of BAHORSKI. In the event the maximum amount allowable by
law increases, the CITY shall automatically increase its contribution to an
amount equal to the maximum amount allowable under the law.
iii. Car Allowance. The CITY shall provide BAHORSKI a car allowance of
$500 per month. BAHORSKI shall maintain all records required by
applicable California and federal law concerning use of his automobile,
including without limitation records to substantiate personal and City -
related use of such automobile. BAHORSKI shall secure and maintain at
all times and at BAHORSKI's expense a policy or policies of
Comprehensive Public Liability Insurance, with an insurance carrier
approved by City, with minimum limits of One Million Dollars
($1,000,000) or a lesser minimum limit approved by the City Council,
combined single limit coverage against any injury, death, loss or damage
as a result of wrongful or negligent acts arising out of the operation of the
automobile. BAHORSKI shall name City, and its Council members,
officials and employees as additional insured on such policy or policies;
and deliver to City copies of such insurance endorsements and certificates
of insurance. Such insurance policies shall provide that the insurance
coverage shall not be canceled, reduced or otherwise modified by
BAHORSKI or by BAHORSKI's insurance carrier without at least thirty
(30) days' prior written notice, served on City personally by said insurance
company.
iv. Computer Equipment. The CITY shall reimburse BAHORSKI up to
$2000 for the purchase of a computer and printer upon Employee's
submittal of invoices in accordance with City's standard reporting practice.
This computer and printer will be for BAHORSKI's use at home and will
be owned by BAHORSKI.
V. Internet Access and Cellular Phone. The CITY shall provide BAHORSKI
with a monthly allowance of $250 for Internet and cellular phone charges.
vi. Sick Leave. BAHORSKI shall be credited with 96 hours of sick leave
effective on the first day of employment with the City and thereafter
BAHORSKI shall accrue sick leave at the rate of 3.692 hours per pay
period (12 days per year). Leave shall not accrue during any period when
BAHORSKI is on leave of absence without pay. BAHORSKI may
accumulate a maximum of 320 hours' (40 days) sick leave. Whenever
BAHORSKI accumulates this maximum amount of sick leave,
3
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BAHORSKI shall cease accruing additional sick leave. If BAHORSKI
uses sick leave to the extent that accumulated sick leave falls below the
maximum that may be accumulated, BAHORSKI shall resume accruing
sick leave from that date forward until BAHORSKI's accumulated sick
leave again reaches the maximum amount set forth herein. There shall be
no payment for unused accumulated sick leave upon termination of
BAHORSKI's employment with City.
vii. Vacation Leave. BAHORSKI shall be credited with 120 hours of vacation
leave time effective on the first day of employment with the City.
BAHORSKI shall accrue vacation leave at the rate of 4.615 hours per pay
period (15 days per calendar year). Leave shall not accrue during any
period when BAHORSKI is on a leave of absence without pay.
BAHORSKI may accumulate a maximum of 240 hours' vacation leave (30
days). Upon accumulating this maximum amount of vacation leave,
BAHORSKI shall cease accumulating additional vacation leave. In lieu of
additional paid vacation leave accumulation, City shall pay BAHORSKI
compensation at his then -current hourly rate for any vacation leave
accrued in excess of 240 hours. Such additional vacation accrual shall be
paid to BAHORSKI the pay period following the pay period in which such
vacation leave is accrued. If BAHORSKI uses vacation leave to the extent
that accumulated vacation leave falls below the maximum which may be
accumulated, BAHORSKI shall resume accruing vacation leave from that
date forward until BAHORSKI's accumulated vacation leave again
reaches the maximum amount set forth herein. BAHORSKI may not use
more than twenty (20) days of vacation leave in any one calendar year and
may not use more than ten (10) days vacation leave in any single
increment without the prior written consent of the City Council.
viii. Administrative Leave. BAHORSKI will be advanced five administrative
leave days effective on the first day of employment. In addition,
BAHORSKI shall be entitled to 5 administrative leave days each fiscal
year during the term of his employment. Such leave may not be
accumulated and carried forward to succeeding fiscal years, and shall not
be paid to BAHORSKI if not used.
ix. Holidays. BAHORSKI shall be entitled to the holidays generally
available to other exempt employees of City. BAHORSKI's salary
includes holiday pay. Accordingly, BAHORSKI shall not be entitled to
any additional salary or compensation for working on a holiday.
Bereavement Leave. Employee shall be eligible for bereavement leave as
generally available to other exempt employees of City.
xi. Group Medical, Dental and Life Insurance. During the term of his
employment BAHORSKI and his eligible dependents shall participate in
4
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the City's group medical, life and dental insurance plans in accordance
with the terms and conditions of such plans as they now exist or as they
may be changed from time -to -time in the future. The CITY shall fully pay
all premiums for BAHORSKI and his eligible dependents. Insurance shall
be effective upon first day of employment.
xii. Additional Life Insurance. BAHORSKI shall receive a $50,000 life
insurance policy paid by the CITY. Insurance shall be effective upon first
day of employment.
xiii. Long Term Disability Insurance. BAHORSKI shall participate in the
City's tong term disability insurance plan in accordance with the terms and
conditions of such plan as it now exists or as it may be changed from time -
to -time in the future.
xiv. Business Expenses. City shall pay all reasonable and necessary business
expenses, upon BAHORSKI's submittal of invoices in accordance with
City's standard reporting practice.
xv. Management Benefits. Unless otherwise specified in this CONTRACT,
BAHORSKI shall receive at a minimum the same benefits as the
management and mid -management employee group. BAHORSKI's
benefits will automatically be adjusted upward to reflect any changes to
the management and mid -management benefits. Under no circumstances
will BAHORSKI's benefits be decreased as a result of a decrease to the
management and mid -management benefits.
xvi. Professional Dues and Travel Expenses. The CITY agrees to pay for the
professional dues, subscription fees and other costs for BAHORSKI's
participation in National, State and Local Professional Associations and
Organizations and the cost and travel expenses of attendance at meetings,
conferences and training, upon BAHORSKI's submittal of invoices in
accordance with City's standard reporting practice.
xvii. Relocation Allowance. As a result of accepting the position of City
Manager with the City of Seal Beach, BAHORSKI will have to relocate
from his current residence. In consideration for said relocation, the CITY
agrees to pay BAHORSKI a one-time payment of $10,000 for relocation
on the first day of residence at his new home.
4. TERMINATION.
A. Without Cause.
Severance Pay. If Employee is terminated without cause at any
time by a majority vote of the City Council in attendance at any
9 0
lawfully called meeting, City shall pay Employee severance pay
equal to twelve months of the salary to which Employee is then
entitled under this CONTRACT, less payroll deductions, and less
interim compensation to which BAHORSKI is entitled during the
twelve-month period following his termination pursuant to this
subsection.
ii. Installment Payments. If BAHORSKI is entitled to severance pay
pursuant to subsection i. of this Section, City may pay the amount
due, without interest, over a term of 1 year payable in 12 equal
successive monthly installments. The first installment shall be
paid on the effective date of termination, and successive monthly
installments shall be paid on the same day of each succeeding
calendar month until all such payments have been made.
iii. Interim Compensation. As used in this CONTRACT, the terms
"interim compensation" shall include, but not be limited to,
compensation, in any form, to which BAHORSKI is entitled from
employment other than employment with City; compensation, in
any form, to which BAHORSKI is entitled to as an independent
contractor, and compensation, in any form, from any source,
including, without limitation, unemployment and disability
insurance, from any person, entity or source, to which BAHORSKI
is otherwise entitled. Upon City's request, BAHORSKI shall
promptly provide City with documentary evidence of interim
compensation.
iv. Insurance Benefits. If BAHORSKI is terminated without cause, in
addition to severance pay provided herein, the City shall provide at
no cost to BAHORSKI the same medical and dental insurance or
its equivalent then in effect, to the extent permitted by such
medical insurance plans, for BAHORSKI and his eligible
dependents for up to twelve months, or such shorter period of time
if BAHORSKI secures employment with, becomes an independent
contractor for, or otherwise provides services for, any person,
organization or entity, other than City, and BAHORSKI is eligible
for medical insurance provided by or sponsored by such person,
organization or entity.
B. No Severance
BAHORSKI shall not be entitled to severance pay:
i. If BAHORSKI terminates this CONTRACT; or
ii. If City terminates this CONTRACT for cause as determined in
good faith by the City Council for any of the following reasons:
8
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a). BAHORSKI refuses or fails to perform the powers and
duties of the City Manager as specified in the City Charter or the powers
and duties of the Executive Director of the Agency as specified in the
Agency By -Laws;
b). BAHORSKI acts in any way that has or may have a
substantial and adverse effect on City's interest, including but not limited
to committing any act of dishonesty of a substantial and serious nature;
c). BAHORSKI breaches this CONTRACT; or
d). BAHORSKI is convicted of any illegal act involving a
felony, personal gain, or moral turpitude.
C. Payment of Unused Vacation Leave Upon Termination.
Should BAHORSKI's employment with City terminate, BAHORSKI shall be
entitled to be paid at the time of termination for unused vacation leave not to exceed the
maximum amount which may be accumulated as set forth in this CONTRACT.
Accumulated vacation leave shall be calculated by first multiplying BAHORSKI's
then monthly salary by 12. The product, the annual salary, is then divided by two
thousand eighty (2080) hours. (Monthly salary x 12 - 2080 hours per year = 1 hour paid
vacation leave.)
5. INDEMNIFICATION. CITY shall defend, hold harmless, and indemnify
BAHORSKI against any tort, professional liability claim or demand or other legal action,
whether groundless or otherwise, arising out of this CONTRACT, or any alleged act or
omission occurring in the course and scope of performance ofBAHORSKI'S duties in
accordance with the provisions of the California Government Code section 825.
6. BONDING. CITY shall bear the full cost of any fidelity or other bonds
required of BAHORSKI under any law or ordinance.
7. ENTIRE CONTRACT. This CONTRACT is the complete and final expression
of the parties' CONTRACT. This CONTRACT contains the entire agreement and .
understanding between the parties and contains all of the terms and conditions of the
parties' CONTRACT. This CONTRACT supersedes all prior or contemporaneous oral or
written negotiations, discussions, representations, or agreements between the parties, if
any.
No amendment, alteration, extension, or modification of this CONTRACT shall
be binding unless in writing and signed by CITY, in accordance with City Council
action, and BAHORSKI.
8. GOVERNING LAW. This CONTRACT will be governed and construed in
accordance with the laws of the State of California.
9. NO WAIVER. No party's failure to enforce any provision(s) of this
CONTRACT will be construed in any way as a waiver of such provision(s), nor prevent
that party from enforcing each and every other provision of this CONTRACT.
10. PARTIAL INVALIDITY. The invalidity or unenforceability of any
provision(s) of this CONTRACT will not affect the validity or enforceability of the other
provision(s) of the CONTRACT.
11. HEADINGS. Paragraph headings used in this CONTRACT are for
convenience only and shall not be considered part of the terms of the CONTRACT.
DATED: 397UC�-, 2001
MAYOR
AT S
CI CLERK
APPROVED AS TO FORM
CITY ATTORNEY
*` 0
EXHIBIT B
1) ) Effective the first payroll period in July, 2004, an 8% inequity adjustment for the Chief of
Police and a 3% cost of living adjustment across the board was approved as follows:
Executive Ni lanaaement
Chief of Police
62C
8852
9294
9759
10247
10759
Director of Public Works/City Engineer
70C
7590
7970
8369
8787
9227
Director of Development Services
67D
7084
7438
7810
8201
8611
Director of Administrative Services
66D
6911
7257
7620
8001
8401
Assistant City Manager
64B
6512
6838
7180
7539
7916
Director of Parks, Rec. & Com Sery
63E
6450
6772
7111
7467
7840
City Clerk
54C
5113
5369
5637
5919
6215
Mid-Manaaement
Assistant City Engineer
62C
6231
6543
6870
7213
7573
Accounting Manager
58A
5590
5869
6162
6470
6793
Maintenance Services Manager
56E
5426
5697
5982
6281
6595
Lifeguard Captain*
56B
5345
5612
5893
6188
6497
Associate Engineer**
56B
5345
5612
5893
6188
6497
Senior Planner***
54C
511")
5369
5637
5919
6215
Administrative Assistant
50A
4587
4816
5057
5310
5575
Human Resource Analyst
49D
4543
4770
5008
5258
5521
Associate Planner
39B
3514
3690
3874
4068
4271
*Lifeguard Captain formerly classified as Lifeguard Chief.
**Associate Engineer positions approved 10/13/03.
***Senior Planner position approved 4/26/04.
11
NT&mdMid-%Management 2004-2006
OF�u•
����oeral
�UHTY
C-ITY HALL Z11
PRESS RELEASE
John B. Bahorski has been appointed as City Manager of the City of Seal Beach and will
begin his employment on February 26, 2001.
With over fourteen years of experience in municipal government, Mr. Bahorski has worked for
the cities of Grover Beach, Calistoga, Del Mar and most recently served as City Manager of
Dana Point. He has a clear understanding of the dynamics involved with managing coastal
communities and is familiar with Orange County issues and concerns. His diverse background
reflects his efforts in working with the community to make government more accessible. With a
strong work ethic and commitment to excellence, Mr. Bahorski will be an asset to our
community. Mayor Patricia Campbell recently stated that "the City Council is looking forward
to Mr. Bahorski's arrival in Seal Beach. Based on Mr. Bahorski's proven leadership, experience
and background -- we will be able to provide exemplary services to our community."
Mr. Bahorski graduated with a Master's Degree in Public Administration from Ohio State
University and received a Bachelor's of Public Affairs from Wayne State University, Detroit,
Michigan.
Dan Dorsey
Assistant to City Manager
January 22, 2001
Linda Devine
From:
tsaavedra@ocregister.com
Sent:
Monday, January 10, 2005 5:58 PM
To:
Linda Devine
Subject:
OC Register Salary Survey
IR
sealbeachemail.xls
As you know, the Register has been collecting the total compensation for
city managers throughout Orange County. This is what we have for John
Bahorski. Please respond immediately to acknowledge receipt and then
confirm that the numbers are accurate and complete.
Thanks,
Tony Saavedra
Investigations Team
Orange County Register
(714) 796-6930
(See attached file: sealbeachemail.xls)
Doctorate Longevity
Agency Last First Total Compensation Year hired Base salary stipend stipend
Seal Beach c Bahorski John $ 190,682.12 2001 $142,000.00 No No
Medical benefits Life insurance Car allowance Expenses Retirement Deferred compensation Per diem rate
$13,944.00 $179.64 $6,000.00 3000 $12,558.48 13000 $546.15
2005 (max) 14000
City -paid auto Auto type Vac days Admin leave Sick leave
no N/A 22.75 5 12
AGREEMENT
This Agreement is entered into by and between Keith 'Fill ("Manager") and the City of
Seal Beach, a municipal corporation, as of the date set forth below.
Recitals
A. Manager is employed as the City Manager for the City of Seal Beach and
Executive Director for the City Redevelopment Agency pursuant to an employment agreement
dated October 30, 1995 and subsequently amended twice. On November 10, 1998, the City and
Redevelopment Agency (collectively "City") and Manager entered into an agreement which
superseded the October 30, 1995 employment agreement and each of its amendments. The
November 10, 1995 agreement shall hereinafter be referenced as the "Employment
Agreement."
B. Manager has requested, and the City has granted his request, for paid
administrative leave of absence, effective July 10, 2000.
C. Manager has tendered his resignation, effective August 3, 2000.
D. The City has accepted his resignation.
E. Any claims Manager may have against the City will be resolved by this
agreement.
NOW THEREFORE, in consideration of the above recitals and of the mutual promises set
forth below, the parties hereby agree:
1. Conclusion of Employment.
A By their signatures below, Manager and the City conclude Manager's
employment relationship effective 5:30 p.m. August 3, 2000, and Manager hereby resigns his
employment with City as of that date. It is agreed that City and Manager have taken all
necessary steps prerequisite to concluding Manager's employment as City Manager and
Executive Director (collectively "Manager") as set forth herein. The City accepts Manager's
resignation and agrees that Manager's resignation shall be in good standing. Notwithstanding
the resignation in good standing, Manager expressly and irrevocably waives re-employment,
reinstatement and future employment rights, if any.
B. The City, on the one hand, and the Manager, on the other hand, have
each provided the other party with all legally required notices pursuant to the Employment
Agreement, City Charter, and City Code. Further, the City has taken all necessary steps
prerequisite to terminating the Employment Agreement and terminating Manager's
employment as City Manager.
Severance Benefits.
Notwithstanding Manager's resignation, and in accordance with Section 10 of
57296\0455\618378.6
0 0
the Employment Agreement, the City agrees to provide to Manager the following pay and
benefits:
A. City shall pay Manager severance pay, less payroll deductions, and less
interim compensation to which Manager is or becomes entitled during the twelve-month
period following his resignation, over a term of one year payable in 12 equal successive
monthly installments of $9,134. The first installment shall be paid on September 5, 2000, and
successive monthly installments shall be paid on the fifth day of each succeeding calendar
month until all such payments have been made. Manager shall use his best efforts and due
diligence to secure appropriate employment with, become an independent contractor for, or
otherwise provide services for compensation, for any person, organization or entity, other than
City.
B. As used in this Agreement, the term "interim compensation" shall
include, but not be limited to, compensation, in any form, to which Manager is entitled from
employment other than employment with City; compensation, in any form, to which Manager
is entitled to as an independent contractor, and compensation, in any form, from any source,
including, without limitation, unemployment and disability insurance, from any person, entity
or source, to which Manager is otherwise entitled. Manager shall promptly provide City with
documentary evidence of interim compensation within ten working days of City's request for
such information.
C. In addition to severance pay provided herein, the City shall pay
Manager's cost for COBRA medical insurance continuation coverage, provided Manager
remains eligible for such coverage, for up to twelve months after the date of this Agreement, or
such shorter period of time ifManager secures employment with, becomes an independent
contractor for, or otherwise provides services for, any person, organization or entity, other
than City, and Manager is then eligible for medical insurance provided by or sponsored by such
person, organization or entity. After the twelve month period has expired, Manager may,
thereafter, continue COBRA medical insurance continuation coverage to the extent provided by
the applicable insurance plan or law at Manag'er's expense. Except as provided in this
Agreement or otherwise required by law, Manager shall not be eligible to continue any other
insurance coverages or fringe benefits at City expense.
D. Manager shall continue to receive all of the salary and benefits which he
currently earns (including PERS contributions) through August 9, 2000.
E. On or before August 9, 2000, Manager shall be paid unused vacation
leave in the amount of $12,122..52 for 250.0725 how's (as of s/9/00) of accrued vacation leave.
Such hours do not exceed the maximum amount of 240 which may be accumulated as set forth
in the Employment Agreement. Pursuant to the Employment Agreement, accumulated
vacation leave has been calculated by first multiplying Manager's current monthly salary of
$9,134 by 12. The product of $109,608, the annual salary, was divided by two thousand eighty
(2050) hours. ($9,13-1• x 12 - 2080 hours per year = 1 hour paid vacation leave of $52.69) The
hourly rate of$52.69 was then multiplied by the accrued hours of 230.0725. For illustrative
Purposes only, attached hereto as Exhibit A is a print out of the City's calculations of
Manager's unused vacation leave as of.July 18, 2000.
57296\0455\618378.6
3. Mutual Releases.
A. Manager's Release
1) In consideration of the performance of the provisions contained in
this Agreement, Manager hereby forever relieves, releases and discharges City, its Council
members, Agency boardmembers, its officers, employees and agents ("Releasees") from any and all
claims, debts, obligations, causes of action, demands, liabilities, costs or expenses of whatsoever
kind or nature, whether known or unknown, suspected or unsuspected, arising from or relating to
Manager's employment with Employer and the termination of that employment. Manager further
agrees that he will not institute any action or actions, causes of action (in law or in equity), suits,
debts, liens, claims, demands, known or unknown, in state or federal court, or with any state,
federal or local government agency arising from or attributable to any employment practice of the
Employer, its agents, and all persons acting by, through, under, or in concert with the City,
relating in any way to Manager's employment or the termination of that employment, or the
manner by which the employment was terminated. Manager shall not file any actions against the
City or the Releasees in any state or federal court, state or federal governmental administrative
agency (including, without limitation, the California Workers' Compensation Appeals Board), or
private organization. It is understood that this Agreement is a bar to any such action or
proceeding.
2) Manager specifically acknowledges that he is aware of, and familiar
with, the provisions of California Civil Code Section 15.1-2, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
Manager, being aware of this Statute and its meaning and effect, expressly waives
and relinquishes all rights and benefits he may have as well as any other rights or benefits derived
from any statutes or common law principles of similar effect arising out of his employment with
City and/or the termination of his employment with the City and of the Employment Agreement.
3) Manager is fully aware of and understands all of his rights under the
Age Discrimination and Employment Act of 1967 (29 U.S.C. Sections 621-634) ("ADEA").
Being fully aware of any potential claims he may have against Releasees based upon
the provisions of the ADEA, Manager knowingly and voluntarily releases Releasees from any and
all claims he may have against them based upon any aspect of his employment with City including
the termination of his employment.
Manager has been given the opportunity to take twenty-one (2 1) calendar days to
review and consider the terms and effects of this Agreement prior to executing it and hereby
waives that opportunity. Manager understands that the terms of this Agreement are not effective
until eight (8) calendar days after its execution. Manager may revolve this Agreement within
seven (7) calendar days of its execution. Revocation shall not be effective unless it is
57296\0455\618378.6 3
communicated in writing to the City within seven (7) calendar days after the execution of this
Agreement. If Manager revokes this Agreement, City shall be relieved all of its obligations under
this Agreement.
4) The releases contained in this Section do not apply to the obligations
of the City created by this Agreement.
B. Citv's Release
In consideration of the performance of the provisions contained in this Agreement,
City hereby forever relieves, releases and discharges Manager from any and all claims, debts,
obligations, causes of action, demands, liabilities, costs or expenses of whatsoever kind or nature,
whether known or unknown, suspected or unsuspected, arising from or relating to Manager's
employment with City. City further agrees that it will not institute any action or actions, causes
of action (in law or in equity), suits, debts, liens, claims, demands, known or unknown, in state or
federal court, or with any state, federal or local government agency arising from or attributable to
or relating in any way to Manager's employment. It is understood that this Agreement is a bar to
any such action or proceeding.
City specifically acknowledges that it is aware of and familiar with the provisions of
California Civil Code Section 1542, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
City, being aware of this Statute and its meaning and effect, expressly waives and
relinquishes all rights it may have as well as any other rights derived from any statutes or
common law principles of similar effect arising out of Manager's employment with City.
Notwithstanding the foregoing, the City does not waive any rights provided by
Government Code Sections 525, 825.6 and 995 et seq.
4. Advice and Expense of Counsel.
A. Nfanager acknowledges that lie has been advised to consult an attorney
prior to executing this Agreement.
B. City agrees to reimburse Manager the stun of $/,000 for attorneys fees
incurred in connection with this Agreement, payable in a lump sum within ten (10) clays of
execution of this Agreement by way of a check made payable to Scott & Whitehead Client Trust
Account. That payment aside, each of the parties hereto agrees to bear its own costs and
attorneys' fees with respect to all matters leading to and including the negotiation and execution
of this Agreement.
Representations and Warranties.
S7296\0455\618378.6 4
A. Manager acknowledges that he has read this Agreement carefully, fully
understands its terms, nature and effect and is executing this Agreement freely, knowingly and
voluntarily. In executing this Agreement, Manager does not rely on any inducements, promises,
or representations by City or any person other than the terms and conditions of this Agreement.
B. The parties acknowledge and agree that the facts with respect to this
Agreement may hereafter turn out to be other than or different from the facts now known to them
or believed by them to be true and the parties therefore expressly assume the risk of the facts
being different and agree that this Agreement shall be in all respects effective and not subject to
termination or rescission by reason of any such different facts.
C. Manager acknowledges and warrants that as of the date of this Agreement
he is in good physical and mental condition, that he is fully competent to manage his business
affairs and that he is not suffering from any physical or mental disability of any type.
D. The parties represent and warrant that each of them is the sole and lawful
owner of all right, title and interest in and to every claim, right and other matter which each party
releases herein, and that each party has not otherwise heretofore assigned or transferred, or
purported to assign or transfer, to any person or entity, any claims or other matters herein
released. Manager further represents and warrants that he has not heretofore created or given
rise to any lien or other right by which any other party may claim all or any part of the monies to
be paid by City pursuant to Section 2 of this Agreement, and Manager agrees to indemnify, defend
and hold harmless City from any claim by any third party to all or any portion of said monies.
E. The parties and individuals executing this Agreement represent and
warrant that each of them has the authority to execute this Agreement on behalf of the party on
whose behalf said person is purporting to execute this Agreement.
IF. Manager represents and warrants that no action of any kind is ciu-rently
pending against City in any federal or State court or before any administrative agency relative to
Manager's employment or the termination of that employment.
G. Each party agrees that such party will not take any action which would
interfere with the performance of this Agreement by any other party hereto or which would
adversely affect any of the rights provided for herein.
Il. City shall not exercise its option, pursuant to Section 10B of the
Employment Agreement, to employ Manager on a consulting basis.
6. Mutual Cooperation.
A. On or before end of business on August 4, 2000 Manager shall vacate his
office and return all keys, documents, files, equipment, and property belonging to City.
B. Upon request of City, Manager shall promptly prepare and provide a
written summary concerning all business activities pending as of the date of separation.
C. Manage' shall cooperate with City as may be reasonably necessary in the
57296\0455\618378.6 5
transition of his responsibilities. Prior to August 10, 2000, he shall be available by telephone
during normal business hours to answer questions and provide information about City operations.
After August 10, 2000 Manager shall be available for such purposes as his schedule permits.
D. Subject to Government Code Sections 825 and 825.6, and Government Code
Sections 995 et seq., and upon written request, City shall defend and indemnify Manager for good
faith acts taken by him in the course and scope of employment in any action filed against him,
provided that Manager cooperates in good faith with the defense of such action.
E. In response to inquiries from prospective employers, City shall verify
Manager's last held position, responsibilities, dates of employment, amount of final salary and that
he resigned from his employment.
F. The City and Manager agree that their deliberations concerning the factual
circumstances leading to the execution of this Agreement are confidential. Except as may be
agreed upon, the Manager and the City Council, and each of them in his or her personal or official
capacity, agree to refrain from public comment on or disclosure to any third party of the factual
circumstances leading to the execution of this Agreement, except as may be required by lawful
judicial process. Manager and the City Council, and each of them in his or her personal or official
capacity, agree to refrain from making any public statements regarding this Agreement and the
contents thereof Further, the Manager agrees to keep the terms of this Agreement confidential,
including but not limited to, disclosure of the moneys paid herein, except that he may disclose the
terms to his immediate family, his attorneys, and to his accountant, but he shall make all
reasonable effbrts to insure that these people do not release information to any other parties.
Similarly, City agrees to keep the terms of this Agreement confidential, and shall not disclose the
terms of this Agreement to any third parties except those who have a strict business reason to
know or unless otherwise compelled by law, including the Public Records Act or Brown Act.
Upon inquiry by any third party concerning the relationship between them, the parties hereto
shall respond only by saying words to the effect of, "All matters have been resolved to the
satisfaction of all concerned." Manager and City acknowledge that neither party shall make any
written or oral statements to members of the public or the press concerning Manager's
resignation except in the form of a joint press release which is mutually agreeable to both parties;
provided, however, that either party may verbally repeat the substance of such press releases in
response to inquiries by members of the press or public. Notwithstanding anything in this sub-
paragraph F, members of the City Council may provide positive recommendations to prospective
employers regarding Manager and his performance.
7. Repayment of City Loan for Housing Assistance. The City lent Manager $-5,000
in connection with Manager's purchase of his residence. Manager shall repay the principal of such
loan by submitting to the City the amount of $75,000 within 120 days after Manager becomes
employed, and, in no event, later than February 10, 2001. Manager shall pay to the City the
monthly interest payment of $437.50 accruing on such loan until such time as the principal of the
loan is paid in full. The first interest payment shall be due on September 5, 2000. At the City's
sole discretion, the City may offset such amount ($437.50) from each of the monthly payments set
forth in Section 2A above, until such time as the principal of the loan is paid in full.
S. Pending Litigation. There is currently pending litigation in which the City and
Manager are named as defendants. Subject to the requirements and provisions of Government
S7296\0455\618378.6 6
• 0
Code Sections 825, 825.6 and 995 et seq., the City shall defend and indemnify Manager in that
litigation.
9. Written Modifications. This Agreement supersedes any prior written or verbal
adjustment of this matter and constitutes a complete resolution of all claims or potential claims by
Manager against the City. There shall be no modification of this Agreement except in writing
signed by both parties.
10. Binding Effect. This Agreement is binding upon, and shall inure to the benefit of
Manager's heirs, administrators, executors, successors and assignees.
11. Attorney's Fees to Enforce Agreement. In the event suit is initiated by either party
to enforce the terms of this Agreement, or for damages for breach of the terms of this Agreement,
the prevailing party shall be entitled to actual attorney's fees and costs.
12. No Admission of Liability. It is understood and agreed that this Agreement shall
not constitute or be construed as an admission of liability on the part of the parties herein
released.
1S. Governing Law. This Agreement and the rights and obligations created by this
Agreement shall be governed by the laws of the State of California.
14. Superseding Effect of Agreement. This Agreement, and the rights conferred to
Manager herein, shall replace and supersede the terms and provisions of the Employment
Agreement, which Agreement is hereby declared terminated, unless otherwise specified herein.
15. No Right to Reinstatement. Manager waives any and all rights to reinstatement to
his former position.
16. Agreement Binding. This Agreement is binding upon, and shall inure to the
benefit of, the heirs, executors, administrators, representatives, successors and assigns of the
respective parties hereto and each of them.
17. Integration. This Agreement constitutes a single integrated written contract
expressing the entire agreement of the parties hereto relative to the subject matter hereof. No
covenants, agreements, representations, or warranties of any kind whatsoever have been made by
any party hereto, except as specifically set forth in this Agreement. All prior discussions and
negotiations have been and are merged and integrated into, and are superseded by, this
Agreement.
1S. Severability. In the event that any provision or partial provision of this Agreement
should be held to be void, voidable, or unenforceable, the remaining portions hereof shall
nevertheless remain in full force and effect.
DATED: �1 -)r ,2000 CITY CF SEAL BEACH
S7296\0455\618378.6
0
Patricia Campbell, Mayor
(signatures continue)
ATTEST:
ty Clerk
DATE ,2000
MANAGER
Keith Till
APPROVED AS TO FORM
on Behalf of the City
RICHARDS, WATSON & GERSHON
by P- 6
Quinn Barrow
City Attorney
City of Seal Beach
APPROVED AS TO FORM
on behalf of Keith Till
57296\0455\618378,6 8
SCOTT &
by l/
R. Cr ig Scott
Attorneys for eith Till
S7296\0455\618378.6 9
MEMORANDUM
August 4, 2000
TO: CITY OF SEAL RE I CH EMPLOYEES
FROM: KEITH TILL
SUBJECT: ANNOUNCEMENT OFRESIGNATIONASCITY MANAGER
After a very rewarding career with the City of Seal Beach, I have decided to move on to
other professional pursuits and have tendered my resignation effective August 3, 2000. I
have spent a lot of time considering different opportunities and am now looking forward
to new challenges in the times ahead.
I want to personally thank the employees of the City who have made possible the many
remarkable achievements we've celebrated over the last five years. Without your
dedication, commitment and perseverance, the City could not be the accomplished and
respected organization that it is today.
You are a great group, and I have truly enjoyed working with you.
EMPLOYMENT AGREEMENT BETWEEN THE CITY OF SEAL BEACH AND
CITY MANAGER KEITH TILL
This Employment Agreement ("Agreement") is entered into this IOth day of November,
1998, by and between the City of Seal Beach, California, a Municipal Corporation ("City'), and
Keith Till ("Manager")
RECITALS
A. On October 30, 1995, City and Manager entered into that certain Employment
Agreement ("October 30, 1995 Agreement") whereby the City engaged the services of Manager
to perform the services of City Manager and Executive Director of the Redevelopment Agency.
B. The October 30, 1995 Agreement has been amended twice to change the provisions
with respect to compensation.
C. The October 30, 1995 Agreement will expire on November 12, 1998. This
Employment Agreement between the City and Manager, shall supersede the October 30, 1995
Agreement and each of its amendments.
D. The parties hereto wish to extend the term of the employment for an additional two
years, with an option for two years, with the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the above recitals and of the mutual promises
set forth below, the parties hereby agree:
1. TERM. Unless terminated earlier or extended, as set forth in this Agreement, the
term of this Agreement shall be two years, commencing on November 13, 1998, and ending on
November 12, 2000. The term shall be automatically extended for successive periods of one
year unless either party provides written notice of not less than forty-five (45) days prior to the
termination date of intent not to renew. The City may, with employee concurrence, extend the
term for a period of two years, or such other term as may then be deemed appropriate by the City
Council, under the same teens and provisions set forth herein by providing written notice on or
before September 28, 2000.
2. DUTIES AND AUTHORITY. Manager shall exercise the powers and perform the
duties of the position of City Manager and Executive Director of the Seal Beach Redevelopment
Agency ("Agency") as set forth in the City's Charter, Code and Ordinances and Resolutions; and
in the City Manager and Executive Director of the Agency job descriptions, as they currently or
may in the future exist. Manager shall exercise such other powers and perform such other duties
as City, by the City Council, may from time to time assign.
9 0
3. EMPLOYEE'S OBLIGATIONS. Manager shall devote his full energies, interest,
abilities and productive time to the performance of this Agreement, and utilize his best efforts to
promote City's interests. Manager shall not engage in any activity, consulting service or
enterprise, for compensation or otherwise, which is actually or potentially in conflict with or
inimical to, or which materially interferes, with his duties and responsibilities to City.
4. PERFORMANCE STANDARDS. The City Council has set the following goals
which will be used to measure Manager's performance:
a. Promote team -building and communications with City employees with the goals of
improving employee support for achieving Council established goals and objectives;
b. Develop business plan addressing taxation issues and cost -efficiency,
c. Implement Capital Improvement Plan in a timely fashion and without substantial
cost overruns;
d. Initiate and implement redevelopment programs (e.g., Housing Rehabilitation
Program), and
e. Develop programs to contain and reduce City's liability for Worker's Compensation
and other personnel -related claims.
5. SALARY.
A. Initial Rate. Commencing November 13, 1998, the City shall pay Manager a
salary based on a monthly rate of EIGHT THOUSAND, NINE HUNDRED AND FIFTY FIVE
DOLLARS ($8,955).
B. Subsequent Years. In or before November, 1999, and in or before every
November thereafter during the term of the employment, the City Council shall evaluate
Manager's performance during the prior twelve-month period. Based on that evaluation and
other information which the City Council may gather, the City Council, in the exercise of its
discretion, may change Manager's monthly salary following the evaluation. in determining the
magnitude of a salary increase, if any, the City Council may consider factors such as, but not
limited to, Manager's performance during the prior twelve-month period, the City's anticipated
revenues and expenditures, and anticipated increases in the cost -of living during the following
twelve-month period.
C. Manager's monthly salary shall be subject to withholding and other applicable
taxes, and shall be payable to Manager at the same time as other employees of City are paid.
Manager shall be exempt from the overtime pay provisions of California and federal law.
D. The City shall not reduce Manager's salary below a monthly rate of EIGHT
THOUSAND, NINE HUNDRED AND FIFTY FIVE DOLLARS ($8,955), except to the degree
that such a reduction is across-the-board for all exempt employees of the City.
E. In addition to the salary received pursuant to this Section 5, City shall pay to
Manager an amount equal to the amount of interest received by the City from Manager pursuant
to Section 6, subsection K(2).
6. EMPLOYMENT BENEFITS. City shall also provide to Manager the following:
A. Holidays. Manager shall be entitled to the holidays generally available to other
exempt employees of City. Manager's salary includes holiday pay. Accordingly, Manager
shall not be entitled to any additional salary or compensation for working on a holiday.
B. Paid Sick Leave.
(1) On November 13, 1995, City provided Manager a credit of 80 hours paid sick
leave.
(2) Rate of Accrual. As of July 12, 1996, Manager's sick leave has been
accruing, and shall continue to accrue at the rate of 3.692 hours per pay period (12 days per
year). Sick leave shall not accrue during any period when Manager is on a leave of absence
without pay.
(3) Maximum Amount of Sick Leave Which May Be Accumulated. Manager
may accumulate a maximum of 320 hours (40 days) sick leave. Whenever Manager accumulates
this maximum amount of sick leave, Manager shall cease accruing additional sick leave. If
Manager uses sick leave to the extent that accumulated sick leave falls below the maximum
which may be accumulated, Manager shall resume accruing sick leave from that date forward
until Manager's accumulated sick leave again reaches the maximum amount set forth herein.
(4) No Payment of Unused Sick Leave Upon Termination of Employment. There
shall be no payment for unused accumulated sick leave upon termination of Manager's
employment with City.
C. Paid Vacation Leave.
(1) On November 13, 1995, City provided Manager a credit of 80 hours paid
vacation leave.
(2) Rate of Accrual. As of July 12, 1996, Manager's vacation leave began
accruing, and shall continue to accrue at the rate of 4.615 hours per pay period (15 days per
calendar year). Vacation leave shall not accrue during any period when Manager is on a leave of
absence without pay.
(3) Maximum Amount of Vacation Leave Which May Be Accumulated.
Manager may accumulate a maximum of 240 hours' vacation leave (30 days). Upon
accumulating this maximum amount of vacation leave, Manager shall cease accumulating
additional vacation leave. In lieu of additional paid vacation leave accumulation, City shall pay
Manager compensation at his then -current hourly rate for any vacation leave accrued in excess
of 240 hours. Such additional vacation accrual shall be paid to Manager the pay period
following the pay period in which such vacation leave is accrued. If Manager uses vacation
leave to the extent that accumulated vacation leave falls below the maximum which may be
accumulated, Manager shall resume accruing vacation leave from that date forward until
Manager's accumulated vacation leave again reaches the maximum amount set forth herein.
(4) Manager may not use more than twenty (20) days of vacation leave in any
one calendar year and may not use more than ten (10) days vacation leave in any single
increment without the prior written consent of the City Council.
(5) Payment of Unused Vacation Leave Upon Termination.
(a) Should Manager's employment with City terminate, Manager shall be
entitled to be paid at the time of termination for unused vacation leave not to exceed the
maximum amount which may be accumulated as set forth in this Section.
(b) Calculation of Payment for Paid Vacation Leave. Accumulated vacation
leave shall be calculated by first multiplying Manager's then monthly salary by 12. The
product, the annual salary, is then divided by two thousand eighty (2080) hours. (Monthly salary
x 12 6 2080 hours per year = 1 hour paid vacation leave.) For example, if Manager receives
the salary set forth in Section 4.A. of this Agreement at the time of termination, one (1) hour paid
vacation leave would be determined as follows: $8,955 x 12 months o 2080 hours per year
_ $51.66 per hour.
D. Group Medical, Life and Dental Insurance.
During the term of his employment, Manager and his eligible dependents shall
participate in the City's group medical, life and dental insurance plans in accordance with the
terms and conditions of such plans as they now exist or as they may be changed from time -to -
time in the future. The City shall pay all premiums on behalf of Manager and his eligible
dependents.
E. Automobile.
(1) City shall provide to Manager a monthly automobile allowance of FOUR
HUNDRED DOLLARS ($400).
(2) Manager shall maintain all records required by applicable California and
federal law concerning use of such automobile, including without limitation records to
substantiate personal and City -related use of such automobile.
(3) Manager shall secure and maintain at all times and at Manager's expense a
policy or policies of Comprehensive Public Liability Insurance, with an insurance
carrier approved by City, against any injury, death, loss or damage as a result of wrongful or
negligent acts arising out of the operation of the automobile. Manager shall name City, and
its Council members, officials and employees as additional insured on such policy or policies;
and deliver to City copies of such insurance endorsements and certificates of insurance. Such
insurance policies shall provide that the insurance coverage shall not be canceled, reduced or
otherwise modified by Manager or by Manager's insurance carrier without at least thirty (30)
days' prior written notice, served on City personally by said insurance company.
(4) Manager currently has an insurance policy with $100,000/$300,000
maximum coverage. City, in its sole discretion, may require Manager to secure and maintain an
insurance policy or insurance policies with greater coverage than said coverage set forth in the
insurance policy currently insuring Manager. If, as a result of such requirement, Manager's
•
Premium cost for such policy or policies containing greater coverage is higher than the cost on
the open market of an insurance policy with $100,000/$300,000 maximum coverage, City
shall pay the difference between the premium cost of the required insurance and the cost on the
open market of an insurance policy with $100,000/$300,000 maximum coverage.
F. Retirement Plan. Manager shall be covered by the Public Employees' Retirement
System Plan applicable to miscellaneous employees of City in accordance with the terms and
conditions of that plan as it now exists or as it may be changed from time -to -time in the future.
City shall pay 100% of Manager's retirement contribution.
G. Bereavement Leave. Manager shalt be eligible for bereavement leave as
generally available to other exempt employees of City. The current bereavement leave policy
is set forth in section 4 of Resolution Number 4120, adopted January 27, 1992.
H. Deferred Compensation Plan. Manager shall be entitled to participate in the
ICMA Deferred Compensation Plan in accordance with the terms and conditions of that plan as
it now exists or as it may be changed from time -to -time in the future. Manager, at his sole
discretion, may elect to defer any portion of his salary, according to the rules and procedures of
the plan and up to the limits permitted by law.
1. Administrative Leave. Manager shall be entitled to 6 days administrative leave
each fiscal year during the term of his employment. Such leave may not be accumulated
and carried forward to succeeding fiscal years, and shall not be paid to Manager if not used.
J. Long Term Disability Insurance. Manager shall participate in the City's long
term disability insurance plan in accordance with the terms and conditions of such plan as
it now exists or as it may be changed from time -to -time in the firture.
K. City Loan for Housing Assistance.
(1) To assist Manager in purchasing housing ("Manager's residence" or "the
property") within the City of Seal Beach, the City lent Manager $75,000. Title to Manager's
residence is and shall be in the Manager's name. Manager is and shall be responsible for all
mortgage payments, taxes, insurance and all costs to maintain Manager's residence.
(2) The loan to Manager is and shall be evidenced by a promissory note payable
interest only at the rate of 7% per annum in equal monthly installments. The promissory
note shall mature in 30 years. The promissory note shall be in a form approved by City. There
shall be no pre -payment penalty. The promissory note is and shall be secured by a deed of trust
encumbering the property. The City's trust deed may be subordinate to a first purchase money
deed of trust securing a promissory note that does not exceed, when added to the principal
amount of the City's loan, the fair market value of the property.
(3) The City's note and deed of trust shall provide that the City shall receive the
greater of (a) $75,000, or (b) 25% of the net proceeds of the sale of the property, in
the event Manager's employment with the City is terminated or Manager sells the property. For
purposes of this Agreement, the term "net proceeds" means the gross sale price minus (i) the
original principal amount of a first purchase money deed of trust, (ii) reasonable and customary
closing costs and expenses (including a reasonable brokerage commission not to exceed 6%),
and (iii) the amount attributable to the increase in value described in subsection (4), below, on
account of a substantial remodeling or improvement. Within 90 days of the termination of
Manager's employment with the City, the property shall be listed for sale. The parties may agree
to extend this 90 day period to provide Manager additional time to Manager to list for sale the
property.
(4) If Manager causes substantial remodeling of or improvements to the property,
and an appraiser selected by the City provides the opinion that such remodeling or improvements
increases the sale price of the property, Manager shall receive 100% of the proceeds attributed to
that increase in value. For example, if the sale price for the property is $750,000, and the City -
approved appraiser provides an opinion that new improvements or remodeling increased the
value of the property by $150,000, Manager shall receive 100% of the added value of $150,000,
and the City shall receive $150,000, 25% oCthe balance ($750,000-$150,000 = $600,000. 25%
of $600,000 = $150,000.)
(5) Manager may purchase the City's 25% interest in the net proceeds at any time
by paying to the City the greater of (a) $75,000, or (b) 25% of the amount the net proceeds
would have been had a sale actually occurred at that time.
L. Expenses and Dues. City shall pay all reasonable and necessary business
expenses, including dues in civic organizations, upon Manager's submittal of invoices in
accordance with City's standard reporting practice.
7. INDEMNIFICATION. Except as otherwise permitted, provided, limited or required
by law, including without limitation California Government Code Sections 825, 995, and
995.2 through 995.8, the City will defend and pay any costs and judgments assessed against
Manager arising out of an act or omission by Manager occurring in the course and scope of
Manager's performance of his duties under this Agreement.
8, AT -WILL EMPLOYMENT RELATIONSHIP. Manager is employed at the
pleasure of the City Council, and is thus an at -will employee. The City Council or Manager may
terminate this Agreement and the employment relationship at any time without cause.
9. TERMINATION OF AGREEMENT WITH CAUSE. City may terminate
Manager's employment and this Agreement with cause if:
A. Manager refuses or fails to perform the powers and duties of the City
Manager as specified in the City Charter or the powers and duties of the Executive Director of
the Agency as specified in the Agency By -Laws;
B. Manager acts in any way that has or may have a substantial and adverse effect
on City's interest, including but not limited to committing any act of dishonesty of a substantial
and serious nature,
C. Manager breaches this Agreement, including, without limitation, any
provision set forth in Section 3, "Manager's Obligations", of this Agreement.
10. SEVERANCE PAY. If City terminates Manager's employment with City and this
Agreement without cause, fails to exercise its option under Section 1 to extend this Agreement
or, in the event this Agreement is extended as provided under Section 1, fails to offer a
subsequent renewal Agreement upon expiration of this Agreement, Manager shall be entitled to
severance pay as follows:
A. City shall pay Manager severance pay equal to twelve months of his salary at the
time of termination, less payroll deductions, less any compensation received by Manager as
a consultant pursuant to paragraph B, and less interim compensation to which Manager is
entitled during the twelve-month period following his termination pursuant to this subsection.
Manager shall use his best efforts and due diligence to secure employment with, become an
independent contractor for, or otherwise provide services for compensation, for any person,
organization or entity, other than City.
B. City may at its sole option continue to employ Manager on a consulting basis,
and pay Manager at the same hourly rate of salary he was receiving one day before the
effective date of termination, less payroll deductions, until the first day that Manager has
commenced employment with, become an independent contractor for, or otherwise begins to
provide services for like compensation, for any person, organization or entity, other than City.
City and Manager agree to the scope of services, including assistance in the transition to a new
City Manager and litigation matters. During the period Manager may serve as a consultant under
this section, Manager shall not accept any work that will create a conflict or a potential
conflict with his obligations under this section, unless he first secures a written waiver from City.
In no event shall City employ Manager, or pay for any post -termination consulting services, after
the one year anniversary of the effective date of termination.
C. In addition to severance pay provided herein, the City shall pay Manager's cost
for COBRA medical insurance continuation coverage, provided Manager remains eligible for
such coverage, for up to twelve months, or such shorter period of time if Manager secures
employment with, becomes an independent contractor for, or otherwise provides services for,
any person, organization or entity, other than City, and Manager is eligible for medical insurance
provided by or sponsored by such person, organization or entity. Manager may, thereafter,
continue COBRA medical insurance continuation coverage to the extent provided by the
applicable insurance plan or law and at Manager's expense. Except as expressly provided in
this Agreement or as otherwise required by law, Manager shall not be eligible to continue any
other insurance coverages or fringe benefits at City expense.
D. Manager shall not be entitled to severance pay:
(1) If Manager terminates this Agreement; or
(2) If City terminates this Agreement for cause as determined in good faith by the
City Council for any reason set forth in Section 9 of this Agreement.
E. If Manager is entitled to severance pay pursuant to subsection A of this Section,
City shall pay the amount due, without interest, subject to offsets for consulting services and
interim compensation, over a term of 1 year payable in 12 equal successive monthly installments.
The first installment shall be paid on the first calendar day of the month following the month in
which Manager is terminated, and successive monthly installments shall be paid on the first
calendar day of each succeeding calendar month, for a maximum of twelve months.
F. Upon City's request, Manager shall promptly provide City with documentary
evidence of interim compensation.
G. As used in this Agreement, the terms "interim compensation" shall include, but
not be limited to, compensation, in any form, to which Manager is entitled from employment
other than employment with City; compensation, in any form, to which Manager is entitled to as
an independent contractor, and compensation, in any form, from any source, including, without
limitation, unemployment and disability insurance, from any person, entity or source, to which
Manager is otherwise entitled.
11. INTEGRATION OF AGREEMENT. This Agreement contains the entire
Agreement between the parties and supersedes all prior oral and written agreements,
understandings, commitments, and practices between the parties. Furthermore, unless otherwise
set forth herein, this Agreement supersedes any Ordinance or Resolution pertaining to
compensation, including salary and benefits, for City employees including the position of
City Manager. 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, which 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.
12. METHOD OF AMENDMENT. No amendments to this Agreement may be made
except by a writing signed and dated by City, in accordance with City Council action, and
Manager.
13. NOTICES. Any notice to City under this Agreement shall be given in writing to
City, either by personal service or by registered or certified mail, postage prepaid, addressed to
City Clerk at City's then principal place of business. Any such notice to Manager shall be given
in a like manner and, if mailed, shall be addressed to Manager at his home address then shown in
City's files. 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 fourth calendar day after mailing, if
mailed to the party to whom the notice is to be given in the manner provided in this section.
14. GENERAL PROVISIONS.
A. If any provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement shall nevertheless 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.
B. This Agreement shall be interpreted and construed pursuant to and in accordance
with the local laws of the State of California and all applicable City Codes, Ordinances
and Resolutions.
Executed by the parties as of the date first above written at Seal Beach, California.
BY MANAGER, KEI H R. TILL
CITY OF SEAL BEACH
A Municipal Corporation
("City")
Georgaerown
Mayor
4.�
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into
this 30th day of October, 1995, by and between the City of Seal
Beach, California, a Municipal Corporation ("City"), and Keith Till
("Employee").'
R E C I T A L S
A. City seeks to fill the position of City Manager;
S. Employee represents that he has knowledge and
experience in municipal matters and is qualified to serve as the
City Manager for the City; and
C. The City desires to hire Employee and Employee
desires to become employed by City pursuant to the terms and
conditions set forth below;
NOW, THEREFORE, in consideration of the above recitals
and of the mutual promises set forth below, the parties hereby
agree:
1. TERM. Unless terminated earlier or extended, as
set forth in this Agreement, the term of this Agreement shall be
three years, commencing on November 13, 1995, and ending on
November 12, 1998. The initial term shall be automatically
extended for successive periods of one year unless either party
provides written notice! of not less than forty-five (45) days prior
to the termination date of intent not to renew.
2. DUTIES AND AUTHORITY. Employee shall exercise the
powers and perform the duties of the position of City Manager and
Executive Director of the Seal Beach Redevelopment Agency
("Agency") as set forth in the City's Charter, Code and Ordinances
and Resolutions; and in the City Manager and Executive Director of
the Agency job descriptions, as they currently or may in the future
exist. Employee shall exercise such other powers and perform such
other duties as City, by the City Council, may from time to time
assign.
3. EMPLOYEE'S OBLIGATIONS. Employee shall devote his
full energies, interest, abilities and productive time to the
performance of this Agreement, and utilize his best efforts to
promote City's interests. Employee shall not engage in any
activity, consulting service or enterprise, for compensation or
otherwise, which is actually or potentially in conflict with or
inimical to, or which materially interferes, with his duties and
responsibilities to City.
4. SALARY_
A. Initial Rate. Commencing November 13, 1995,
the City shall pay Employee a salary based on a monthly rate of
SEVEN THOUSAND, FIVE HUNDRED AND EIGHTY THREE DOLLARS ($7,583).
B. Subsequent Years. In November, 1996, and every
November thereafter during the term of the employment, the City
Council shall evaluate Employee's performance during the prior
twelve-month period. Based on that evaluation and other
information which the City Council may gather, the City Council, in
the exercise of its discretion, may change Employee's monthly
salary following the evaluation. In determining the magnitude of
a salary increase, if any, the City Council may consider factors
951024 57296-00317 dlc 0512274.j., (2)
- 2 -
0
E
such as, but not limited to, Employee's performance during the
prior twelve-month period, the City's anticipated revenues and
expenditures,. and anticipated increases in the cost -of living
during the following twelve-month period.
C. Employee's monthly salary shall be subject to
withholding and other applicable taxes, and shall be payable to
Employee at the same time as other employees of City are paid.
Employee shall be exempt from the overtime pay provisions of
California and federal law.
D. The City shall not reduce Employee's salary
below a monthly rate of SEVEN THOUSAND, FIVE HUNDRED AND EIGHTY
THREE DOLLARS ($7,583), except to the degree that such a reduction
is across -.the -board for all exempt employees of the City.
E. In addition to the salary received pursuant to
this Section 4, City shall pay to Employee an amount equal to the
amount of interest received by the City from Employee pursuant to
subsection (2) of Section K.
5. EMPLOYMENT BENEFITS. City shall also provide to
Employee the following:
A. Holidays. Employee shall be entitled to the
holidays generally available to other exempt employees of City.
Employee's salary includes holiday pay. Accordingly, Employee
shall not be entitled to any additional salary or compensation for
working on a holiday.
B. Paid Sick Leave.
(1) Effective November 13, 1995, City shall
951024 5729600317 dlc 0512274.jar (2) — 3 —
0
0
provide Employee a credit of 80 hours paid sick leave.
(2) Rate of Accrual. Commencing on July 12,
1996, Employee shall accrue sick leave at the rate of 3.692 hours
per pay period (12 days per year). Leave shall not accrue during
any period when Employee is on a leave of absence without pay.
(3) Maximum Amount of Sick Leave Which May
Be Accumulated. Employee may accumulate a maximum of 320 hours'
(40 days) sick leave. Whenever Employee accumulates this maximum
amount of sick leave, Employee shall cease accruing additional sick
leave. If Employee uses sick leave to the extent that accumulated
sick leave falls below the maximum which may be accumulated,
Employee shall resume accruing sick leave from that date forward
until Employee's accumulated sick leave again reaches the maximum
amount set forth herein.
(4) No Payment of Unused Sick Leave Upon
Termination of Employment. There shall be no payment for unused
accumulated sick leave upon termination of Employee's employment
with City.
C. Paid vacation Leave.
(1) Effective November 13., 1995, City shall
provide Employee a credit of 80 hours paid vacation leave.
(2) Rate of Accrual. Commencing on July 12,
1996, Employee shall accrue vacation leave at the rate of 4.615
hours per pay period (15 days per calendar year). Leave shall not
accrue during any period when Employee is on a leave of absence
without pay.
951024 S7296-00317 dic 0512274.jar (2) — 4 —
9
11
(3) Maximum Amount of Vacation Leave Which May
Be Accumulated. Employee may accumulate a maximum of 240 hours'
vacation leave (30 days). Upon accumulating this maximum amount of
vacation leave, Employee shall cease accumulating additional
vacation leave. In lieu of additional paid vacation leave
accumulation, City shall pay Employee compensation at his then -
current hourly rate for any vacation leave accrued in excess of 240
hours. Such additional vacation accrual shall be paid to Employee
the pay period following the pay period in which such vacation
leave is accrued. If Employee uses vacation leave to the extent
that accumulated vacation leave falls below the maximum which may
be accumulated, Employee shall resume accruing vacation leave from
that date forward until Employee's accumulated vacation leave again
reaches the maximum amount set forth herein.
(4) Employee may not use more than twenty (20)
days of vacation leave in any one calendar year and may not use
more than ten (10) days vacation leave in any single increment
without the prior written consent of the City Council.
Termination.
(5) Payment of Unused Vacation Leave Upon
(a) Should Employee's employment with
City terminate, Employee shall be entitled to be paid at the time
of termination for unused vacation leave not to exceed the maximum
amount which may be accumulated as set forth in this Section.
(b) Calculation of Payment for Paid
Vacation Leave. Accumulated vacation leave shall be calculated by
951024 57296-00317 dk 0512274.j., (2) - 5 -
7
first multiplying Employee's then monthly salary by 12. The
product, the annual salary, is then divided by two thousand eighty
(2080) hours. (Monthly salary x 12 = 2080 hours per year = 1 hour
paid vacation leave.) For_example, if Employee receives the salary
set forth in Section 4.A. of this Agreement at the time of
termination, one (1) hour paid vacation leave would be determined
as follows: $7,583 x 12 months , 2080 hours per year = $43.75 per
hour.
D. Group Medical, Life and Dental Insurance.
During the term of his employment, Employee and
his eligible dependents shall participate in the City's group
medical, life and dental insurance plans in accordance with the
terms and conditions of such plans as they now exist or as they may
be changed from time -to -time in the future. The City shall pay all
premiums on behalf of Employee and his eligible dependents.
E. Automobile.
(1) City shall provide to Employee a monthly
automobile allowance of FOUR HUNDRED DOLLARS ($400).
(2) Employee shall maintain all records
required by applicable California and federal law concerning use of
such automobile, including without limitation records to
substantiate personal and City -related use of such automobile.
(3) Employee shall secure and maintain at all
times and at Employee's expense a policy or policies of
Comprehensive Public Liability Insurance, with an insurance carrier
approved by City, with minimum limits of One Million Dollars
951024 S7296-00317 di. 0512274.jo, (2) - 6 -
($1,000,000) or a lesser minimum limit approved by the City
Council, combined single limit coverage against any injury, death,
loss or damage as a result of wrongful or negligent acts arising
out of the operation of the automobile. Employee shall name City,
and its Council members, officials and employees as additional
insured on such policy or policies; and deliver to City copies of
such insurance endorsements and certificates of insurance. Such
insurance policies shall provide that the insurance coverage shall
not be canceled, reduced or otherwise modified by Employee or by
Employee's insurance carrier without at least thirty (30) days'
prior written notice, served on City personally by said insurance
company.
(4) Employee currently has an insurance policy
with $100,000/$300,000 maximum coverage. If City requires Employee
to secure and maintain an insurance policy or insurance policies
with greater coverage than said coverage set forth in the .insurance
policy currently insuring Employee, and as a result of such
requirement, Employee's premium cost for such policy or policies
containing greater coverage is higher than the cost on the open
market of an insurance policy with $100,000/$300,000 maximum
i
coverage, City shall pay the difference between the premium cost
of the required insurance and the cost on the open market of an
insurance policy with $100,000/$300,000 maximum coverage.
F. Retirement Plan. Employee shall be covered by
the Public Employees' Retirement System Plan applicable to
miscellaneous employees of City in accordance with the terms and
951024 57296-00317 d10 0512274.jar (2) - 7 -
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conditions of that plan as it now exists or as it may be changed
from time -to -time in the future
retirement contribution.
City shall pay 100% of Employee's
G. Bereavement Leave. Employee shall be eligible
for bereavement leave as generally available to other exempt
employees of City. The current bereavement leave policy is set
forth in section 4 of Resolution Number 4120, adopted January 27,
1992.
H. Deferred Compensation Plan. Employee shall be
entitled to participate in the ICMA Deferred Compensation Plan in
accordance with the terms and conditions of that plan as it now
exists or as it may be changed from time -to -time in the future.
City shall contribute 50s of Employee's salary per pay period to the
plan on behalf of Employee. At the sole discretion of Employee,
this contribution may be increased with a corresponding decrease in
Employee's salary, or decreased with a corresponding increase in
Employee's salary, each on a dollar for dollar conversion.
I. Administrative Leave. Employee shall be
entitled to 5 days administrative leave each fiscal year during the
term of his employment. Such leave may not be accumulated and
carried forward to succeeding fiscal years, and shall not be paid
to Employee if not used.
J. Long Term Disability Insurance. Employee shall
participate in the City's long term disability insurance plan in
accordance with the terms and conditions of such plan as it now
exists or as it may be changed from time -to -time in the future.
951024 57296-00317 dlc 0512274.j., (2) — 8 —
L
1-1
0
K. City Loan for Housing Assistance.
(1) In the event Employee purchases housing
("Employee's residence" or "the property") within the City of Seal
Beach, City shall lend Employee 25°s of the total purchase price.
In no event shall the amount of the loan exceed the lesser of (i)
$75,000 or (ii) the difference between the fair market value of the
encumbered property as determined by an appraisal approved by the
City, and the amount of any loan which will be secured by a first
purchase money trust deed encumbering the property. Title to
Employee's residence shall be in the Employee's name. Employee
shall be responsible for all mortgage payments, taxes, insurance
and all costs to maintain Employee's residence.
(2) The loan to Employee shall be evidenced
by a promissory note payable interest only at the rate of 7% per
annum in equal monthly installments. The promissory note shall
mature in 30 years. The promissory note shall be in a form
approved by City. There shall be no pre -payment penalty. The
promissory note shall be secured by a deed of trust encumbering the
property. The City's trust deed may be subordinate to a first
purchase money deed of trust securing a promissory note that does
not exceed, when added to the principal amount of the City's loan,
the fair market value of the property.
(3) The City's note and deed of trust shall
provide that the City shall receive the greater of (a) $75,000, or
(b) 250 of the net proceeds of the sale of the property, in the
event Employee's employment with the City is terminated or Employee
951024 57296-00317 d 0312274.ja,(2) - 9 -
sells the property. For purposes of this Agreement, the term "net
proceeds" means the gross sale price minus (i) the original
principal amount of a first purchase money deed of trust, (ii)
reasonable and customary closing costs and expenses (including a
reasonable brokerage commission not to exceed 6%), and (iii) the
amount attributable to the increase in value described in
subsection (4), below, on account of a substantial remodeling or
improvement. Within 90 days of the termination of Employee's
employment with the City, the property shall be listed for sale.
The parties may agree to extend this 90 day period to provide
Employee additional time to Employee to list for sale the property.
(4) If Employee causes substantial remodeling
of or improvements to the property, and an appraiser selected by
the City provides the opinion that such remodeling or improvements
increases the sale price of the property, Employee shall receive
100% of .the proceeds attributed to that increase in value. For
example, if the sale price for the property is $750,000, and the
City -approved appraiser provides an opinion that new improvements
or remodeling increased the value of the property by $150,000,
Employee shall receive 100% of the added value of $150,000, and the
City shall receive $150,000, 25% of the balance ($750,000-$150,000
= $600,000. 25% of $600,000 = $150,000.)
(5) Employee may purchase the City's 25%
interest in the net proceeds at any time by paying to the City the
greater of (a) $75,000, or (b) 25-06 of the amount the net proceeds
951024 57296-00317 dk 0512274.ja, (2) - 10 -
0 0
would have been had a sale actually occurred at that time.
L. Expenses and Dues. City shall pay all
reasonable and necessary business expenses, including dues in civic
organizations, upon Employee's submittal of invoices in accordance
with City's standard reporting practice.
M. Relocation Expenses. City shall reimburse
Employee up to $4,000 for excludable moving expenses which meet the
requirements of Internal Revenue Code section 132. City shall pay
such reimbursement on November 13, 1995.
6. INDEMNIFICATION. Except as otherwise permitted,
provided, limited or required by law, including without limitation
California Government Code Sections 825, 995, and 995.2 through
995.8, the City 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.
7. AT -WILL EMPLOYMENT RELATIONSHIP. Employee is
employed at the pleasure of the City Council, and is thus an at -
will employee. The City Council or Employee may terminate this
Agreement and the employment relationship at any time without
cause.
8. TERMINATION OF AGREEMENT WITH CAUSE. City may
terminate Employee's employment and this Agreement with cause if:
A. Employee refuses or fails to perform the
powers and duties of the City Manager as specified in the City
Charter or the powers and duties of the Executive Director of the
951024 57296-00317 dl. 0512274.ja, (2) - 11 -
0 0
Agency as specified in the Agency By -Laws;
B. Employee acts in any way that has or may
have a substantial and adverse effect on City's interest, including
but not limited to committing any act of dishonesty of a
substantial and serious nature;
C. Employee breaches this Agreement,
including, without limitation, any provision set forth in Section
3, "Employee's Obligations", of this Agreement.
9. SEVERANCE PAY. If City terminates Employee's
employment with City and this Agreement without cause, Employee
shall be entitled to severance pay as follows:
A. If Employee is terminated without cause at any
time during the initial twenty-four months after this Agreement's
commencement date, and subject to the provisions of this Agreement,
City shall continue to pay Employee his then -monthly salary, less
all other interim compensation and less required payroll
deductions, for a period of time equal to the term of this
Agreement remaining after such termination. For example, if City
terminates this Agreement without cause after sixteen months, City
shall continue to pay Employee his then -monthly salary, less
interim compensation and less mandated payroll deductions, for
twenty months. Employee shall use his best efforts and due
diligence to secure employment with, become an .independent
contractor for, or otherwise provide services for compensation,
for, any person, organization or entity, other than City.
B. If Employee is terminated without cause at any
951024 57296-00317 dlc 0512274.jar (2) — 12 —
0 0
time after working for the City a minimum of twenty-four months and
one day, or if City elects not to renew this Agreement as provided
in Section 1, and subject to the terms and conditions of this
Agreement, City shall pay Employee severance pay equal to twelve
months of the salary to which Employee is then entitled under this
Agreement, less payroll deductions, and less interim compensation
to which Employee is entitled during the twelve-month period
following his termination pursuant to this subsection.
C. If Employee is terminated without cause, in
addition to severance pay provided herein, the City shall provide
at no cost to Employee the same medical insurance or its equivalent
then in effect, to.the extent permitted by such medical insurance
plan, for up to eighteen months, or such shorter period of time if
Employee secures employment with, becomes an independent contractor
for, or otherwise provides services for, any person, organization
or entity, other than City, and employee is eligible for medical
insurance provided by or sponsored by such person, organization or
entity.
pay:
D. Employee shall not be entitled to severance
(1) If Employee terminates this Agreement; or
(2) If City terminates this Agreement for
cause as 'determined in good faith by the City Council for any
reason set forth in Section 8 of this Agreement.
E. If Employee is entitled to severance pay
pursuant to subsection A or B of this Section, City may pay the
951024 S7296-00317 dk 0512274.jar (2) - 13 -
•
amount due, without interest, over a term of 1 year payable in 12
equal successive monthly installments, based upon a good faith
determination that the City's financial status warrants an
installment payment schedule. The first installment shall be paid
on the first calendar day of the month following the month in which
Employee is terminated, and successive monthly installments shall
be paid on the first calendar day of each succeeding calendar month
until all such payments have been made.
F. Upon City's request, Employee shall promptly
provide City with documentary evidence of interim compensation.
G. As used in this Agreement, the terms "interim
compensation" shall include, but not be limited to, compensation,
in any form, to which Employee is entitled from employment other
than employment with City; compensation, in any form, to which
Employee is entitled to as an independent contractor, and
compensation, in any form, from any source, including, without
limitation, unemployment and disability insurance, from any person,
entity or source, to which Employee is otherwise entitled.
10. INTEGRATION OF AGREEMENT. This Agreement contains
the entire Agreement between the parties and supersedes all prior
oral and written agreements, understandings, commitments; and
practices between the parties. Furthermore, unless otherwise set
forth herein, this Agreement supersedes any Ordinance or Resolution
pertaining to compensation, including salary and benefits, for City
employees including the position of City Manager. Each party to
this Agreement acknowledges that no representations, inducements,
951024 57296-00317 die 0512274.jar(2) - 14 -
I
promises or agreements, oral or written, have been made by any
party, or anyone acting on behalf of any party, which 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.
11. METHOD OF AMENDMENT. No amendments to this
Agreement may be made except by a writing signed and dated by City,
in accordance with City Council action, and Employee.
12. NOTICES. Any notice to City under this Agreement
shall be given in writing to City, either by personal service or by
registered or certified mail, postage prepaid, addressed to City
Clerk at City's then principal place of business. 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. 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 fourth calendar
day after mailing, if mailed to the party to whom the notice is to
be given in the manner provided'in this section.
951024 57296-00317 dk 0512274.jar Q) - 15 -
13. GENERAL PROVISIONS.
A. If any provision of this Agreement is held
invalid or unenforceable, the remainder of this Agreement shall
nevertheless remain in full force and effect. If any provision is
held invalid or unenforceable with respect to particular
circumstances, it shall nevertheless remain in -'k -full force and
effect in all other circumstances.
B. This Agreement shall be interpreted and
construed pursuant to and in accordance with the local laws of the
State of California and all applicable City Codes, Ordinances and
Resolutions.
Executed by the parties as of the date first above
written at Seal Beach, California.
951024 57296-00317 dlc 0512274.jar (2)
EMPLOYEE
CITY OF SEAL BEACH
A Municipal Corporation
("City")
1
By I
ar>_ yn Hastings
yor
- 16 -
$75,000.00
PROMISSORY NOTE SECURED BY DEED OF TRUST
,(Shared Appreciation)
Seal BeachJ,j California
�"
January `, 1996
For value received, the undersigned, Keith R. Till and
Cathleen Sargent -Till (jointly, "Borrower"), promises to pay to
the order of the City of Seal Beach, a municipal corporation
("Lender"), at 211 8th Street, Seal Beach, California 90740 or at
any other place that may be designated in writing by Lender, the
principal sum of Seventy Five Thousand and no/100 Dollars
($75,000.00), with interest as set forth in this Note (calculated
on the basis of a 360 -day year). All sums due are payable in
lawful money of the United States of America. The principal
amount of this Note will bear regular interest at the rate of
Seven Percent (70) per annum and contingent interest, as
hereinafter provided.
This Note is secured by, among other things, the Deed of
Trust with Assignment of Rents of the same date as this Note,
executed by Borrower, as trustor, in favor of Lender, as
beneficiary ("Deed of Trust"), and encumbering the real property
described in the Deed of Trust ("Property"). The holder of this
Note will be entitled to the benefits of the security provided by
the Deed of Trust and will have the right to enforce the
covenants and agreements of Borrower contained in the Deed of
Trust.'
Borrower will pay to Lender the principal amount of this
Note, and accrued interest, as follows:
This Note shall be payable in 360 equal monthly installments
of regular interest, which will be in the amount of $437.50 each,
and will be due on the first day of the second month after the
date of recordation of the Deed of Trust and the first day of
each succeeding month after that. The final payment of this
Note, which will be in an amount equal to the entire outstanding
principal balance of this Note, together with all accrued and
unpaid regular interest and any contingent interest, will be due
on the date the 360th monthly interest payment of regular
interest falls due ("Maturity Date").
In the event that the unpaid balance of the indebtedness
evidenced by this Note is declared immediately due and payable
due to (i) a default hereunder or under .the Deed of Trust
securing this Note, or (ii) pursuant to paragraph B(10) or
paragraph B(11) of said deed of trust (which are reproduced
-1-
960129 jar d424.jar
hereinbelow), Borrower will also pay to Lender, as contingent
interest, the amount, if any, by which 250 of the "net proceeds
from sale of the Property" exceeds $75,000.00. For purposes
hereof, the term "net proceeds from sale of the Property" means
the gross sales price of the Property (based on a good faith,
arm's length transaction, unless provided herein to the
contrary), less (i) $337,567.00, being aggregate of the original
principal amount of the purchase money obligations (other than
this 'Note) incurred by Borrower in connection with the purchase
of the Property, (ii) reasonable and customary closing costs and
expenses (including a reasonable brokerage commission not to
exceed six percent (60-.) of the sales price), and (iii) any amount
attributable to an increase in value of the Property by reason of
any substantial remodeling of or capital improvements to the
Property accomplished by or at the instance of Borrower. Such
increase in value, if any, shall be determined by an appraiser
approved by Lender, which appraiser shall be either an M.A.I. or
an S.R.A.
Borrower will have the right, at any time, to pay, without
penalty or premium, the entire unpaid principal balance of this
Promissory Note, provided that Borrower shall also pay at such
time all accrued unpaid regular interest and all contingent
interest, if any. In the event of such a prepayment without sale
of the Property, the amount of the "gross proceeds" utilized in
determining the contingent interest shall be deemed to be the
fair market value of the Property, as determined by an appraiser
approved by Lender, which appraiser shall be either an M.A.I. or
an S.R.A.
If Borrower fails to make any required payment on or before
the tenth day following the date on which it becomes due,
Borrower will pay, at Lender's option, a late charge equal to
five percent (5%) of the amount of the unpaid payment.
From and after the Maturity Date, or an earlier date on
which all sums owing under this Note become due by acceleration
or otherwise, all sums owing under this Note will bear interest
until paid in full at a rate of ten percent (10%) per annum
("Default Rate").
All payments on this Note will be applied first to the
payment of any costs, fees, late charges, or other charges
incurred in connection with the indebtedness evidenced by this
Promissory Note; next, to the payment of accrued interest; then
to the reduction of the principal balance; or in any other order
that Lender requires.
If (i) Borrower fails to pay when due any sums payable under
this Note; or (ii) Borrower fails or neglects to perform any
other duty or obligation of Borrower hereunder or under the Deed
of Trust; or (iii) any other event or condition occurs that,
under the terms of the Deed of Trust, gives rise to a right of
acceleration of sums owing under this Note, then Lender, at its
sole option, will have the right to declare all sums owing under
this Note immediately due and payable.
Borrower will pay to Lender all sums owing under this Note
without deduction, offset, or counterclaim of any kind. The
relationship of Borrower and Lender under this Note is solely
that of borrower and lender, and the loan evidenced by this Note
and secured by the Deed of Trust will in no manner make Lender
the partner or joint venturer of Borrower.
If any attorney is engaged by Lender to enforce or construe
any provision of this Note, the Deed of Trust, or as a
consequence of any event of default, with or without the filing
of any legal action or proceeding, then Borrower will immediately
pay to Lender on demand all attorney fees and other costs
incurred by Lender, together with interest from the date of the
demand until paid at the Default Rate.
No previous waiver or failure or delay by Lender in acting
with respect to the terms of this Note or the Deed of Trust will
constitute a waiver of any breach, default, or failure of
condition under this Note or the Deed of Trust. A waiver of any
term of this Note or the Deed of Trust must be made in writing
and will be limited to the express written terms of the waiver.
If there are any inconsistencies between the terms of this Note
and the terms of the Deed of Trust, the terms of this Note will
prevail.
All notices required or permitted in connection with this
Note will be in writing and will be given at the place and in the
manner provided in the Deed of Trust for the giving of notices.
If this Note is executed by more than one person or entity
as Borrower, the obligations of each person or entity will be
joint and several. No person or entity will be a mere
accommodation maker, but each will be primarily and directly
liable. Borrower waives presentment; demand; notice of dishonor;
notice of default or delinquency; notice of acceleration; notice
of protest and nonpayment; notice of costs, expenses, or losses
and interest; notice of interest on interest and late charges;
and diligence in taking any action to collect any sums owing
under this Note or in proceeding against any of the rights or
interests to properties securing payment of this Note. Time is of
the essence with respect to every provision of this Note. This
Note will be construed and enforced in accordance with California
law, except to the extent that Federal laws preempt state law,
and all persons and entities in any manner obligated under this
Note consent to the jurisdiction of any Federal or State Court
within California having proper venue and also consent to service
of process by any means authorized by California or Federal law.
This Promissory Note is secured by a Deed of Trust in favor
of Pacific Title Guaranty Company, as Trustee. Said deed of
imm
960129 jar d424.jar
11 1
trust provides, inter alia:
(10) Irrespective of any Maturity Date expressed in the Note
secured hereby, Beneficiary shall have the right, at its option,
to declare any indebtedness and obligations secured hereby,
immediately due and payable, if, without the prior written
consent of Beneficiary, Trustor or any successor in interest,
shall sell, convey, enter into a contract of sale, the
above-described real property or any part thereof or any interest
therein or suffers his or her title to said real property or any
part thereof or any interest therein to be divested, whether
voluntarily or involuntarily, or leases the real property or any
part thereof for a term of more than three (3) years or with an
option to purchase.
(11). Beneficiary shall further have the right to, at its
sole option, to declare any indebtedness and obligations secured
hereby immediately due and payable by giving ninety (90) days
notice in writing, which notice may be given at any time after
Keith R. Till ceases to be an employee of Beneficiary.
(12) If, for any reason, either of the foregoing provisions
shall be or become unenforceable, then the interest rate called
for in the Promissory Note secured hereby shall, at the option of
Beneficiary, be increased to Ten Percent (10%) per annum and the
unpaid balance of the Promissory Note shall thereupon become
payable in sixty (60) equal monthly installments of principal and
regular interest, from and after the later of (a) the date
Beneficiary gives Trustor written notice of such change, or (b)
the date upon which such indebtedness would have become due and
payable but for the unenforceability of such provisions.
n
Keith ZIT l
960129 jar d424.jar
GJ_0 i /
Cat leen Sar en 0
Till