Loading...
HomeMy WebLinkAboutAGMT - Ingram, Jill (City Manager)SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release ("Agreement") is entered into by and between Jill Ingram ("Employee"), an individual, and the City of Seal Beach ("Employer" or "City") (collectively "Parties") as of the Effective Date below. RF.CITAI,C A. Employee is employed as the City Manager for Employer B. The office of the City Manager is excluded from the civil service or personnel system of the City. As a result, Employee is an at -will employee, serving at the pleasure of the City Council. C. Employee and Employer have mutually agreed to end their employment relationship. Accordingly, Employee shall resign from employment, and Employer has accepted the resignation. D. Furthermore, Employer and Employee desire to amicably resolve any and all controversies, disputes, or claims between them according to the terms of this Agreement. NOW THEREFORE, in consideration of the above recitals and of the mutual promises set forth below, Employer and Employee hereby agree: 1. Conclusion of Employment. The employment relationship between Employee and Employer shall end on October 31, 2024 at 12:00 a.m. or such earlier date determined by Employee and communicated to Employer in writing 14 days in advance ("Separation Date"). Employer agrees that Employee's resignation shall be in good standing. 2. Severance Benefits. In consideration of Employee's signature on this Agreement, Employer agrees to provide to Employee the following severance benefits: A. Employer shall pay Employee a lump -sum severance benefit in the gross amount of $140,000, which is equivalent to six months of her base salary ("Severance Benefit"). In addition, Employer shall pay Employee for the full amount of her sick leave, paid at the full rate of her base salary ("Leave Payout"). The payments for the Severance Benefit and Leave Payout (collectively, "Payment") shall be made by two separate checks within ten business days of the end of the revocation period described in Paragraph 3.0 of this Agreement. The Payment shall be processed through payroll with all applicable deductions and withholdings, and reported on IRS Form W-2. Employee shall notify Employer regarding her preferred method of delivery of the Payment prior to the Effective Date, B. Employer shall pay Employee's reasonable attorney's fees incurred in the negotiation and preparation of this Agreement, capped at $10,000. Employee's attorney shall provide Employer with an invoice reflecting the total amount of attorney's fees, and a Form W-9. The attorney's fees payment shall be issued directly to Executive Law Group, Inc. at 2601 Main Street, Suite 510, h-vine, CA 92614. 12777.0001 /2981339.1 C. Employee shall receive a cash payment for all unused vacation accrued through Separation Date. This payment, less normal payroll deductions, shall be processed through payroll with a check payable to Employee, separate from the checks referenced in Section 2.A above. D. The City shall provide Employee with the benefits described in Section 9.A.2 of her Employment Agreement, specifically: "Provide at no cost to Employee the medical and dental insurance benefits provided by Section 5.E herein, the deferred compensation provided by Section 5.P, the automobile allowance as provided by Section 5.G.1, and the mobile phone allowance as provided by Section 5.J for 12 months, or until Employee secures other employment, whichever occurs first." Such benefits will be paid to Employee for 12 months or until she secures other employment, whichever occurs first. Interpretation of this provision shall be in accordance with Employee's Employment Agreement, entered into September 18, 2013, as amended. E. Except as provided in this Agreement, and except for Employee's final paycheck and accrued and unused vacation time, Employee agrees that she is owed no other salary, wages, or benefits, including any cash equivalent or conversion and that no other payment is due her from or in any manner related to her employment. 3. Release. A. As a material inducement to the City to enter into this Agreement and in consideration of the performance of the provisions contained in this Agreement, Employee hereby irrevocably and unconditionally forever relieves, releases, and discharges the City, its City Council and each member thereof, and City officers, employees, agents and attorneys, and each of the predecessors of the above (collectively "Releasees"), from any and all charges, complaints, grievances, claims, debts, obligations, causes of action, demands, liabilities, promises, agreements, costs, or expenses of whatsoever kind or nature, whether known or unknown, suspected or unsuspected, that Employee now has, owns, or holds, or asserts to have, own or hold or that Employee at any time hereafter may have, own or hold, or assert to have, own, or hold, against each or any of the Releasees, arising from or relating to or in any way connected with Employee's employment with Employer and the separation from employment or the manner by which the employment ended. Employee further agrees that she will not institute any action or actions including administrative action(s), 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 Employer, relating in any way to Employee's employment or the separation from employment, or the manner by which the employment ended. Employee shall not file any actions against the Employer or the Releasees in any state or federal court, state or federal governmental administrative agency, or private organization, including, but not limited to, actions arising under Title VII of the Civil Rights Act of 1964; Age Discrimination in Employment Act; California Fair Employment and Housing Act; Equal Pay Act of 1963; Vocational Rehabilitation Act of 1973; Americans with Disabilities Act; Fair Labor Standards Act; Family and Medical Leave Act; California Family Rights Act; California Labor Code; California -2- Constitution; state or federal law related to defamation, harassment, invasion of privacy, misrepresentation, fraud or negligent or intentional infliction of emotional distress; and any other federal, state or local law or regulation relating to employment, employment separation, employment discrimination, harassment, retaliation, wages, hours, benefits, compensation and any claims for attorneys' fees and costs. It is understood that this Agreement is a bar to any such action or proceeding. This release does not extend to rights that may not be waived as a matter of law. Further, and without limitation to the foregoing sentence, this release is not intended to waive an action to enforce the terms of this Agreement. B. Employee and Employer specifically acknowledge that they are 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 THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." Employee and Employer, being aware of this statute and its meaning and effect, expressly waive and relinquish all rights and benefits they may have as well as any other rights or benefits derived from any statutes or common law principles of similar effect arising out of Employee's employment with Employer and/or her separation from employment with Employer. C. Employee is fully aware of and understands all of her rights under the Age Discrimination in Employment Act of 1967 (29 U.S.C. Sections 621-634) ("ADEA"). Being fully aware of any potential claims she may have against Releasees, based upon the provisions of the ADEA, Employee knowingly and voluntarily releases the Releasees from any and all claims she may have against them based upon any aspect of her employment with the City including her separation from employment. Employee acknowledges that she has been advised to consult with an attorney regarding this ADEA provision. Employee has been given the opportunity to take twenty-one (21) calendar days to consider the terms and effects of this Agreement prior to executing it. To the extent that Employee has taken less than twenty-one days to consider this Agreement, Employee acknowledges that she has had sufficient time to consider the Agreement and consult with counsel. Employee further acknowledges that she does not require any additional time and waives any right to additional time and executes it on the date set forth below. Employer and Employee agree that any changes to this Agreement prior to its execution, whether material or immaterial, do not restart the running of the twenty-one day consideration period. Employee understands that the terms of this Agreement are not effective until eight (8) calendar days after its execution. Employee may revoke this Agreement within seven (7) calendar days of its execution. Revocation shall not be effective unless it is communicated in writing to and actually received by the City Attorney at nghirelli@rwglaw.com, with a mailed copy to Nicholas Ghirelli, 1 Civic Center Circle, P.O. Box 1059, Brea, California 92822, within seven calendar days after the execution of this Agreement. If Employee revokes this Agreement, Employer shall be relieved of all of its obligations under this Agreement, including its promise to pay the Severance Benefit described in Section 2 above. If not revoked, this Agreement will become `effective on the eighth (8"') day after its execution (the Agreement's "Effective Date"). [Employee's Initials] Advice and Expense of Counsel. A. Employee acknowledges that she has been advised to consult an attorney prior to executing this Agreement and that she has been provided with adequate time to do so. B. Other than as provided in Section 2.13, each party shall bear its own costs and attorney's fees incurred in connection with all matters leading to and including the negotiation and execution of this Agreement. 5. Representations and Warranties. A. Employee acknowledges that she 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, Employee does not rely on any inducements, promises, or representations by Employer 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. Employee acknowledges and warrants that as of the date of this Agreement, she is in good physical and mental condition, that she is fully competent to manage her business affairs, and that she 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, 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. Employee further represents and warrants that she 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 Employer pursuant to Section 2 of this Agreement, and Employee agrees to indemnify, defend, and hold harmless Employer 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. -4- F. Employee represents and warrants that no action of any kind is currently pending against Employer in any federal or state court or before any administrative agency relative to Employee's employment or her separation from 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. 6. Mutual Cool2eration. A. On or prior to the Separation Date, Employee shall return all keys, documents, files, equipment, and property belonging to Employer that are in her possession or under her control. Employee shall also promptly provide all passwords, keys, authorizations, account information, codes or other items, tangible or intangible, necessary or convenient to access, operate or maintain Employer's information technology accounts, systems, services, communications or equipment. Further, Employee shall not alter, delete, eliminate, remove or destroy any information, data or other electronic records, documents or materials stored on any computer, internet or electronic device or unit owned by the City. B. For two (2) years following the Separation Date, Employee agrees that she will, in good faith and with due diligence, assist in, facilitate, and cooperate with the City and provide information as to matters with which Employee was personally involved, or has information on, while Employee was an employee of the City and which become the subject of an action, investigation, proceeding, litigation, or otherwise. Employee shall be available, upon reasonable notice, to be interviewed, give sworn testimony and statements, declarations, trial testimony, and other such disclosures. Nothing herein is intended or should be construed as requiring anything other than Employee's cooperation in providing truthful and accurate information. Employee shall be reimbursed for all reasonably incurred out-of-pocket expenses related to Employee's cooperation. For every calendar month in which Employee renders cooperation under this Separation Agreement, Employee shall cooperate for up to two (2) hours without payment by the City. For every hour, or part thereof, of cooperation thereafter, the City shall pay Employee $134.62 per hour. The foregoing reimbursement and compensation requirements shall not apply to the extent Employee's appearance is required by law (e.g., appearance as a deponent or witness pursuant to a subpoena). C. Employee shall cooperate with Employer as may be reasonably necessary in the transition of her responsibilities. After her separation, Employee shall be available for such purposes as her schedule permits and at her sole discretion. 7. Employment References. Employee will direct requests for references to Employer's Assistant City Manager. This person will respond to any written request for references from prospective employers of Employee with information on Employee's dates of employment with Employer, job title, and duties. The response may also state that Employee left employment in good standing. 8. Confidential Information. Employee acknowledges and agrees that in the course of her employment, Employee has been given, has been privy to or has had access to confidential and -5- proprietary documents and information (including oral information) relating to the City, its residents, businesses, employees, officials and customers ("Confidential Information"). Such Confidential Information may include, but is not limited to, all information given to or otherwise accessible to Employee in her position of City Manager that is not public information or would be exempt from public disclosure as confidential, protected, exempt or privileged information under applicable statutes. Employee shall hold the Confidential Information in trust for the City's benefit and shall not disclose the Confidential Information to others without the express written consent of the City, unless otherwise required by law. 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 Employee against the Employer. There shall be no modification of this agreement except in writing signed by both parties. 10. 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 reasonable attorney's fees and costs. 11. No Admission of Liability. Neither the execution nor the performance of this Agreement shall constitute or be construed as an admission of liability or wrongdoing whatsoever by Employee, Employer, or the Releasees. 12. Governing Law and Venue. This Agreement and the rights and obligations created by this Agreement shall be governed by the laws of the State of California, without reference to any law that may require applications of the laws of another jurisdiction. Any action to enforce or interpret the terms of this Agreement shall be subject to the exclusive jurisdiction of the courts in the Orange County, State'of California. 13. 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. 14. 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. 15. 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. 16. Non-Dis araeement and Press Release. A. Pursuant to Employee's Employment Agreement, Section 8.E, the City and Employee agree that no member of the City Council; nor any employee directly appointed by the City Council, shall make any written, oral, or electronic statement to any member of the public, -6- the press, or any City employee concerning Employee's separation from employment except in substantially the form of the joint press release set forth below: "City Manager Jill Ingram has informed the Seal Beach City Council of her intention to resign her position as Seal Beach's City Manager and eventually retire. The City Council has accepted Ms. Ingram's resignation and has approved a separation and release agreement by a vole of N - Q— 1 (51eed�) Ms. Ingram has worked for the City of Seal Beach since 2008, serving as Assistant to the City Manager, Assistant City Manager, and Interim City Manager prior to her appointment to City Manager in 2011. The City Council thanks Ms. Ingram for her long and dedicated service to the City and wishes her well in her retirement. `It has been an honor and privilege to serve the Seal Beach community for the past 16 years,' said Ms. Ingram. `Working alongside the hardest working and most dedicated team of experienced professionals to provide the highest level of services and programs to the Seal Beach community each day has been an absolute blessing, and I wish many continued successes for the City and its incredibly talented and dedicated staff team.' The City Council will begin the process of selecting a new City Manager in the near future." B. Either party may repeat the substance of the joint press release in response to any inquiry. Notwithstanding the above, the City agrees that Employee may inform City staff of her departure from the City, provided she does so in a timely manner and that it comports with this provision. 16. SB 331. Employer hereby informs Employee that "nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful." (Cal. Gov't Code § 12964.5(b)(1)(B).) Employee has the right to consult an attorney regarding this entire agreement and may take five business days to do so (running concurrently with, and not shortening or extending, the 21 days provided under the ADEA). If Employee signs this agreement prior to the 5-day period, she does so knowingly and voluntarily. 17. Tax Consequences of Agreement. Employee understands and agrees that Employee shall be exclusively liable for the payment of all taxes for which Employee is responsible, if any, as a result of the receipt of the consideration referred to in Section 2 of this Agreement. Employee shall indemnify and hold harmless the Employer for payment of tax obligations as may be required of Employee by any federal, state or local taxing authority, at any time. 18. Facsimile or Electronic Signatures and Counter parts. The parties agree that this Agreement will be considered signed by a party when the signature of that party is delivered by facsimile or electronic transmission. Such signature shall be treated in all respects as having the -7- same effect as an original signature. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. [SIGNATURES ON FOLLOWING PAGE] THIS DOCUMENT CONTAINS A RELEASE OF ALL CLAIMS. YOU ARE URGED TO CONSULT AN ATTORNEY AND TO READ IT CAREFULLY BEFORE SIGNING. DATED: A C—� C)4 DATED: _ g 1 «l -44 APPROVED AS FORM Nlcho[as R. Ghirel E. City Attorney EMPLOYEE JILL R. INGRAM EMPLOYER CITY OF SEAL BEACH -9- AMENDMENT NO. 5 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 Jill R. Ingram 211- 8th Street Seal Beach, CA 90740 r14 This Amendment No. 5 shall amend that certain Amended and Restated Employment Agreement dated July 1, 2013, as amended ("Agreement"), between the City of Seal Beach, a California charter city ("City") and Jill R. Ingram, an individual ("Employee"). RECITALS A. City and Employee are parties to the Agreement, pursuant to which Employee serves as City Manager for City. B. City and Employee wish to amend the Agreement as provided herein, to be effective as of July 1, 2021. AMENDMENT NOW, THEREFORE and in consideration of the foregoing, and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 4 of the Agreement is hereby amended to read as follows (text to be added is underscored; text to be deleted is GtFUGL thr,.t,ryh\• 14. BASE SALARY. City shall mayEmployee- R annual —base salary of $238,828.59, to be aid exec-tiv€-as of july1; 2049. Effective July 1, 2021, 24)2-0-, City shall pay Employee an annual base salary of $251,820.9' $270,000. Effective July 1, 2022, City shall pay Employee an annual base salary of $280,000. Thereafter, at its sole discretion, the City Council shall consider merit adjustments commensurate with Employee's performance in accordance with the annual evaluation process pursuant to Section 6 of this Agreement. Employee's salary shall be subject to withholding and other applicable taxes, and shall be pro -rated and paid to Employee at the same time as other employees of City are paid. Employee shall be exempt from the overtime pay provisions of California and federal law." Section 2. Section 5, Paragraph D of the Agreement is hereby amended to read as follows: "D. Administrative Leave. Employee shall be entitled to 48 80 hours of administrative leave per fiscal year. Administrative leave hours may neither be carried forward to succeeding years nor converted to cash payment." Section 3. Section 5, Paragraph P of the Agreement is hereby amended to read as follows: "P. Deferred Compensation Plan. Employee shall be entitled to participate in the City's deferred compensation plan in accordance with the terms and conditions of that plan as it now exists or as it may be changed from time -to -time in the future. City shall G$ntribute,Q� .855 e. pa, Dried to the plat; eR h ll f Gf Empleyee fnr a total of $�98-per-yC1RF, to be paid eff-eG ve of '•u1-y--128� City shall contribute the normal base IRS contribution limit per year into such program. Payments shall be divided and deposited on Employee's behalf for each pay period' Except as amended herein, all other terms and provisions of the Agreement shall remain in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be executed and attested, and incorporated into the Agreement: CITY OF Attest: By: 2"'-� '(=='*� Gloria Harper, City Clerk 6 By: - aig A. Steele, City Attorney 3 �1murgtown " I&I, AMENDMENT NO. 4 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 Jill R. Ingram 211- 8th Street Seal Beach, CA 90740 This Amendment No. 4 shall amend that certain Amended and Restated Employment Agreement dated July 1, 2013, as amended ("Agreement'), between the City of Seal Beach, a California charter city ("City") and Jill R. Ingram, an individual ("Employee"). S7296-0001 /2358019.1 1 RECITALS A. City and Employee are parties to the Agreement, pursuant to which Employee serves as City Manager for City. B. City and Employee wish to amend the Agreement as provided herein, to be effective as of December 9, 2019. AMENDMENT NOW, THEREFORE and in consideration of the foregoing, and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 4 of the Agreement is hereby amended to read as follows: 'A. BASE SALARY. City shall pay Employee an annual base salary of $239,828.58, to be paid effective as of first full pay period in July 2019. Effective first pay period on or following July 1, 2020, City shall pay Employee an annual base salary of $251,820.01. Thereafter, at its sole discretion, the City Council shall consider merit adjustments commensurate with Employee's performance in accordance with the annual evaluation process pursuant to Section 6 of this Agreement. Employee's salary shall be subject to withholding and other applicable taxes, and shall be pro -rated and paid 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." All other terms and provisions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be executed and attested, and incorporated into the Agreement: CITY OF SEAL BEACH EMPLOYEE By: Attest: By: _'­T� / By: Thomas Moore, Mayor S7296-0001 /2358019.1 2 i ra Steele, City Attorney AMENDMENT NO. 3 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT between City of Seal Beach 211 8th Street Seal Beach, CA 90740 0 Jill R. Ingram 211 8th Street Seal Beach, CA 90740 This Amendment No. 3 shall amend that certain Amended and Restated Employment Agreement dated July 1, 2013, as amended ("Agreement'), between the City of Seal Beach, a California charter city ("City") and Jill R. Ingram, an individual ("Employee"). 1 RECITALS A. City and Employee are parties to the Agreement, pursuant to which Employee serves as City Manager for City. B. City and Employee wish to amend the Agreement as provided herein, to be effective as of November 1, 2017. AMENDMENT NOW, THEREFORE and in consideration of the foregoing, and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 4 of the Agreement is hereby amended to read as follows (text to be added is underscored; text to be deleted is wwek thFeugh): "4. BASE SALARY. City shall pay Employee an annual base salary of $222,896.49 $230,604.41, to be paid effective as of January 1, 2017. 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 6 of this Agreement. Employee's salary shall be subject to withholding and other applicable taxes, and shall be pro -rated and paid 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." Section 2. Section 8, Paragraph P of the Agreement is hereby amended to read as follows: "P. 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 $54 9.25 $653.85 per pay period to the plan on behalf of Employee for a total of $13 559&9A $17,000 per year, to be paid effective as of July 1, 2017." Section 3. Section 5.R is hereby ADDED to the Agreement to read as follows: expenses for medical maintenance exams or the cost of participation in wellness proorams. or membership in a health or fitness club." Section 4. Section 5.13 is hereby amended to read as follows (text added is underlined): "2. Employee shall accrue sick leave at the rate of 8 hours of sick leave per month. The maximum sick leave that can be accumulated is 520 hours. Sick leave accrual balance will be paid to Employee upon termination at 25% of her base rate of pay in cash and. if Employee is not Eligible for Retiree Health Benefits as provided in All other terms and provisions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be executed and attested, and incorporated into the Agreement: CITY OVSEApL�BEAC By: Sandra Massa-Lavitt, Mayor Attest: By: jSVsn` \" Q Vt,� t Robin L. Roberts, MMC, City CleiN Approved to F By: Craig .Steele, City Attorney EMPLOYEEBy: 2 Q D i AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 Jill R. Ingram 211- 8th Street Seal Beach, CA 90740 This Amendment No. 2 shall amend that certain Amended and Restated Employment Agreement dated July 1, 2013, as amended ("Agreement"), between the City of Seal Beach, a California charter city ("City") and Jill R. Ingram, an individual ("Employee"). 1 RECITALS A. City and Employee are parties to the Agreement, pursuant to which Employee serves as City Manager for City. B. City and Employee wish to amend the Agreement as provided herein. To be effective as of January 1, 2016. AMENDMENT NOW, THEREFORE and in consideration of the foregoing, and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 4 of the Agreement is hereby amended to read as follows (text to be added is underscored; text to be deleted is 6tF61Gk threugh): 'A. BASE SALARY. City shall pay Employee an annual base salary of $218,97.50 $222,806.19. 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 6 of this Agreement. Employee's salary shall be subject to withholding and other applicable taxes, and shall be pro -rated and paid 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." 0 fer II rba,- Wage EaFRers and Clerical Wo FkeFs as Ga'GUlnfed by the Dennrtmeni . IRdustFl^I�Iat,o 6 f9F Les Angeles Rivers QFaR e G Rty f r the 12 menfh� ApFil 1, 2013 n aFGh 31 2014 0 maximum, a-s meas--ired Utilizz;Rg the GhaRge OR the California Consumer ProGe index fe Riverside Orange Ge ty fer the 17 fhc f ApFil 1 201 A RelatieRs#oF-6es-AR9eles�,v��, �„�n,��-.;,o�,����,T Mesh 31, 2015. Section 2. Section 8, Paragraph P of the Agreement is hereby amended to read as follows: "P. 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 $519.23 $384.61- per pay period to the plan on behalf of Employee for a total of $13 500.00 $10,000 per year." `a Section 3. All other terms and provisions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and attested, and incorporated into the Agreement: CITY OF�SEAL BEAC By: Sa dra Massa-Lavitt, Mayor Attest: By: 7\Ok Q =A ' Robin L. Roberts, M �7�C, City Clerk ApprovedtA.SteNele, By: C g City Attorney IngramEMPLOYEE By: 9ia"'Dwnm AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Jill R. Ingram 211- 8th Street Seal Beach, CA 90740 This Amendment No. 1, dated August 11, 2014, amends that certain Amended and Restated. Ern ployment Agreement ("Agreement") dated July 1, 2013 between the City of Seal Beach, a California charter city ("City") and Jill R. Ingram, an individual ("Employee"). it RECITALS A. City and Employee are parties to the Agreement, pursuant to which Employee serves as City Manager for City. B. City and Employee wish to amend the Agreement to as provided herein. AMENDMENT NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 6 of the Agreement is hereby amended to read as follows: 6. ANNUAL EVALUATIONS AND SALARY REVIEW. On or before March 1 of each year or such later date as the parties mutually agree, the City Council shall conduct an evaluation of Employee's performance. During that evaluation, the 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 shall review Employee's salary and benefits as part of the evaluation process and may do so at any other time. Section 2. Section 8, Paragraph C of the Agreement is hereby amended to read as follows: "C. Employee Initiated Termination. Employee may terminate this Agreement by providing City 30 days' prior written notice." Section 3. All other terms and provisions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed and attested: CITY OF SEAL BEACH By: % /Ellery A. eaton, Mayor Attest By: Lirida Devine, City Clerk Approved as to Fo71, By: ./ N S teven L. Floyaer, City Attorney EMPLOYEE 2 AMENDED AND RESTATE® EMPLOYMENT AGREEMENT Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 O Jill R. Ingram 211- 8th Street Seal Beach, CA 90740 RECITALS A. On October 2, 2008, the City of Seal Beach ("City") hired Jill R. Ingram ("Employee") as the Assistant to the City Manager for the City. B. Effective July 1, 2011, the City and Employee entered into an employment agreement ("Initial Agreement") under which the City hired Employee as City Manager for the City. City and Employee wish to enter into a restated and amended agreement ("Agreement" hereinafter) to extend the term and amend the Initial Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Employee agree as follows: 1. EFFECTIVE DATE. Employee commenced her services as City Manager on July 1, 2011. The effective date of this Agreement is July 1, 2013. 2. DUTIES AND AUTHORITY. Employee shall exercise the powers and perform the duties of the position of City Manager as set forth in the City Charter, City Municipal Code, personnel rules, regulations and procedures and City Manager job description, 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 her full energies, interests, abilities and productive time to the performance of this Agreement, and utilize her 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 her duties and responsibilities to City. 4. BASE SALARY. City shall pay Employee an annual base salary of $210,197.50. 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 6 of this Agreement. Employee's salary shall be subject to withholding and other applicable taxes, and shall be pro -rated and paid 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. A. Cost of Living Salary Increases. Salary increases are as follows: 1. First pay period on or following July 1, 2014 - CPI adjustment, up to 3% maximum, as measured utilizing the change in the California Consumer Price Index for Urban Wage Earners and Clerical Workers as calculated by the Department of Industrial Relations for Los Angeles - Riverside - Orange County for the 12 months of April 1, 2013 — March 31, 2014. -1- 2. First pay period on or following July 1, 2015 - CPI adjustment, up to 3% maximum, as measured utilizing the change in the California Consumer Price Index for Urban Wage Earners and Clerical Workers as calculated by the Department of Industrial Relations for Los Angeles - Riverside - Orange County for the 12 months of April 1, 2014 - March 31, 2015. 5. BENEFITS. In addition to base salary, City shall provide to Employee the following benefits: 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. Sick Leave. Employee shall accrue sick leave at the rate of 8 hours of sick leave per month. The maximum sick leave that can be accumulated is 520 hours. Upon termination of employment with the City, Employee will be paid for accumulated sick leave hours at 25% of her base salary hourly rate. C. Vacation Leave. Employee shall receive vacation leave benefits in the amount of 136 hours annually (5.23 hours per pay period). Employee shall be entitled to 8 additional hours of vacation leave benefits annually on October 20, 2011, her anniversary date. On her anniversary date in the following years of this Agreement, Employee shall be entitled to an additional 8 hours of vacation leave benefits. Vacation leave shall be scheduled with the City Council at least two weeks in advance, unless otherwise arranged with the Mayor. Once each calendar year, Employee may elect to sell back up to 160 hours of accumulated vacation leave benefits and receive cash compensation therefor at her then existing base salary hourly rate. The maximum vacation leave that can be accumulated is 320 hours. When Employee's accumulated vacation leave balance reaches the maximum, Employee shall cease earning additional vacation leave benefits until her accumulated vacation leave balance drops below the maximum accumulation limit. D. Administrative Leave. Employee shall be entitled to 48 hours of administrative leave per fiscal year. Administrative leave hours may neither be carried forward to succeeding years nor converted to cash payment. E. Health Insurance Coverage. Employee shall be provided an opportunity to participate in City's group hospital, medical and dental insurance plan. City shall contribute to the cost of medical coverage for Employee and her dependents, an amount not to exceed the California Public Employees' Medical and Hospital Care Act (PEMHCA) minimum contribution. F. Cafeteria Plan. Employee shall participate in City's full flex cafeteria plan. Effective January 1, 2010, City currently provides Employee with a $955 monthly flex dollar allowance to be used for the purchase of benefits under the full flex cafeteria plan. A portion of the monthly flex dollar allowance is identified as the City's -2- contribution towards PEMHCA. Each year, the City shall increase the contribution amount above by the percentage of increase for basic plans published in the CaIPERS circular letter setting health insurance premiums for the coverage year. Employee shall be required to pay any premium amounts in excess of the above City contribution. Such amounts will be deducted from Employee's payroll check on the first two pay periods of each month. G. Automobile. 1. City shall provide to Employee a monthly automobile allowance of $500. 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. 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 currently has an automobile liability insurance policy with $250,000/$500,000/$100,000 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 her insurance policy, City shall pay the difference. Employee shall name City, and its Council members, officials and employees as additional insured on her 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. H. Retirement Plan. Employee is required to participate in City's California Public Employees' Retirement System (CaIPERS) retirement program and to make an employee contribution toward the program in the amount of seven percent (7%) of her compensation earnable. The City shall pay the following amounts toward the Employee's CaIPERS required contribution of seven percent (7%) of her compensation earnable: 3% (Employee pays 4%). 1. Effective first pay period on or following July 1, 2013: -3- E 1 % (Employee pays 6%). 3. nothing (Employee pays 7%). Effective first pay period on or following July 1, 2014: Effective first pay period on or following July 1, 2015: I. Bereavement Leave. Employee shall be eligible for bereavement leave as generally available to other executive management employees of City. J. Mobile Phone. City shall provide Employee with a $100 per month allowance for mobile phone charges incurred in the performance of her official City business and duties. K. Life Insurance and Income Continuation Policv. Employee shall receive a $50,000 life insurance policy paid by City. L. Professional 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, regional organizations, state organizations and national organizations upon Employee's submittal of invoices in accordance with City's standard reporting practice. M. Professional Development. 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. N. Reasonable and Necessary Expenses Incurred in the Performance of Official Duties. Pursuant to the City Charter and AB 1234, if applicable to charter cities, City shall reimburse Employee all reasonable and necessary business expenses, including travel, conference, meals, lodging and meeting expenses incurred in connection with the performance of her official duties. O. 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 resolution by virtue of her employment as City Manager. P. 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 $384.61 per pay period to the plan on behalf of Employee for a total of $10,000 per year. Q. 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 she survived. FA 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 Government Code Section 53245 is entitled to negotiate it as if he or she were the payee. 6. ANNUAL EVALUATIONS AND SALARY REVIEW. On or before June 30 of each year, the City Council shall conduct an evaluation of Employee's performance. During that evaluation, the 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 shall review Employee's salary and benefits as part of the evaluation process and may do so at any other time. 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 Employee arising out of an act or omission by Employee occurring in the course and scope of Employee's performance of her duties under this Agreement. 8. TERMINATION. A. Termination by City without Cause. 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. The 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 9 and shall receive no other compensation or payment. B. Termination by City with Cause. City may terminate this Agreement and Employee's employment with the City if: 1. Employee refuses or fails to perform the powers and duties of the City Manager as specified in Sections 2 and 3 of this Agreement, the City Charter or Municipal Code; 2. 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; any act of dishonesty; actions that have or may have a substantial and adverse effect on City's interest; 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 -5- are not filed, or if Employee is found innocent, City shall pay any severance to which Employee is entitled; or 3. Employee breaches this Agreement, including, without limitation, any provision set forth in Section 2, "Duties and Authority," of this Agreement. C. Employee Initiated Termination. Employee may terminate this Agreement by providing the City 90 days' prior written notice. D. City Charter Section 607 and Municipal Code Section 3.15.020. 1. Prior to City initiated termination, City shall substantially comply with the provisions in City Charter Section 607 and Municipal Code Section 3.15.020. 2. Pursuant to Charter Section 607, the City may not terminate Employee during the 90-day period immediately after a councilmanic election. 3. Notwithstanding subsections 1 and 2 above, City may terminate Employee if 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. E. Communications Upon Separation. In the event the City terminates Employee with or without cause, the City and Employee agree that no member of the City Council, nor any employee directly employed by the City Council, shall make any written, oral, or electronic statement to any member of the public, the press, or any City employee concerning the Employee's termination except in the form of a joint press release or statement, which is mutually agreeable to the City and the Employee. The joint press release or statement shall not contain any text or information that is disparaging to either Party. Either Party may verbally repeat the substance of the joint press release or statement in response to any inquiry. 9. SEVERANCE. A. If City terminates this Agreement (thereby terminating Employee's employment with City) without cause pursuant to Section 8.A., City shall: 1. Pay Employee an amount equal to her then -monthly base salary for a period of 12 months, less interim compensation to which Employee becomes entitled to during the 12-month period following her termination. Employee shall use her 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 5.E. herein, the deferred compensation provided 19 by Section 5.P., the automobile allowance as provided by Section 5.G.1., and the mobile phone allowance as provided by Section 5.J. for 12 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, 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 ("CJPIA"). Upon City's request, Employee shall promptly provide City with documentary evidence of interim compensation. D. In addition, City is a member of the CJPIA. The CJPIA provides to its members an Unemployment Protection Payment, as that term is defined in that certain Memorandum of Liability Coverage ("MOLC") effective July 1, 2010, under which Employee can receive up to 6 monthly payments, subject to the terms and conditions set forth in the MOLC. E. 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 reasons set forth in Section 8.6. 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 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. 11. METHOD OF AMENDMENT. Amendments to this Agreement are effective only upon City Council and Employee written approval. -7- 12. NOTICES. All notices pertaining to this Agreement shall be sent to: EMPLOYEE: Jill Ingram City of Seal Beach 211 Eighth Street Seal Beach, California 90740 CITY: City Clerk City of Seal Beach 211 Eighth 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. 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 full force and effect in all other circumstances. B. This Agreement shall be interpreted and construed pursuant to and in accordance with the City Charter, applicable 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 BEACHhR-- By: C & , vl Gary 4. Miller, Mayor Date: 01 1, ATTEST: J, By: Ln(�- Lka Devine, City Clerk so EMPLOYEE By: Q2c.1 o Jill R. Ingram Date: -T! 1 3 APPROVED AS TO FORM By: &�e Quinn Barrow, City Attorney EMPLOYMENT AGREEMENT Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Jill R. Ingram 211- 8th Street Seal Beach, CA 90740 1 of 9 57296-0317\1358482v5.doc E RECITALS A. The City of Seal Beach (`City") desires to hire a City Manager and the Seal Beach Redevelopment Agency ("Agency") desires to hire an Executive Director. B. The City hired Jill Ingram ("Employee") on October 2, 2008 as the Assistant to the City Manager. C. City and Employee represent that Employee is qualified to perform the duties of City Manager for the City and Executive Director for the Agency. D. 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 her services on July 1, 2011, which shall also be deemed the effective date of this Agreement. This Agreement shall expire on June 30, 2014, subject to Section 8 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 her full energies, interests, abilities and productive time to the performance of this Agreement, and utilize her 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 her duties and responsibilities to City. 4. SALARY. Base Salary. City shall pay Employee an annual base salary of $190,000. 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 6 of this Agreement. Employee's salary shall be subject to withholding and other applicable taxes, and shall be pro -rated and paid 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. 2of9 S7296-0317A13584820.doe 5. BENEFITS. In addition to base salary, City shall provide to Employee the following benefits: 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. Sick Leave. Employee shall accrue sick leave at the rate of 8 hours of sick leave per month. The maximum sick leave that can be accumulated is 520 hours. Upon termination of employment with the City, Employee will be paid for accumulated sick leave hours at 25% of her base salary hourly rate. C. Vacation Leave. Employee shall receive vacation leave benefits in the amount of 136 hours annually (5.23 hours per pay period). Employee shall be entitled to 8 additional hours of vacation leave benefits annually on October 20, 2011, her anniversary date. On her anniversary date in the following years of this contract, Employee shall be entitled to an additional 8 hours of vacation leave benefits. Vacation leave shall be scheduled with the City Council at least two weeks in advance, unless otherwise_ arranged with the Mayor. Once each calendar year, Employee may elect to sell back up to 80 hours of accumulated vacation leave benefits and receive cash compensation therefor at her then existing base salary hourly rate. The maximum vacation leave that can be accumulated is 320 hours. When Employee's accumulated vacation leave balance reaches the maximum, Employee shall cease earning additional vacation leave benefits until her accumulated vacation leave balance drops below the maximum accumulation limit. D. Administrative Leave. Employee shall be entitled to 48 hours of administrative leave per fiscal year. Administrative leave hours may neither be carried forward to succeeding years nor converted to cash payment. E. Health Insurance Coverage. Employee shall be provided an opportunity to participate in City's group hospital, medical and dental insurance plan. City shall contribute to the cost of medical coverage for Employee and her dependents, an amount not to exceed the California Public Employees' Medical and Hospital Care Act (PEMI-ICA) minimum contribution. F. Cafeteria Plan. Employee shall participate in City's full flex cafeteria plan. City currently provides Employee with a $955 monthly flex dollar allowance to be used for the purchase of benefits under the full flex cafeteria plan. A portion of the monthly flex dollar allowance is identified as the City's contribution towards PEMHCA. Each year, the City shall increase the contribution amount above by the percentage of increase for basic plans published in the CalPERS circular letter setting health insurance premiums for the coverage year. Employee shall be required to pay any premium amounts in excess of the above City contribution. Such amounts will be deducted from Employee's payroll check on the first two pay periods of each month. 3 of 9 57296-0317A13584820.doc G. Automobile. (1) City shall provide to Employee a monthly automobile allowance of $500. 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. (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 currently has an automobile liability insurance policy with $250,0001$500,0005100,000 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 her insurance policy, City shall pay the difference. Employee shall name City, and its Council members, officials and employees as additional insured on her 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. H. Retirement Plan. Employee is required to participate in City's California Public Employees' Retirement System (CalPERS) retirement program and to make an employee contribution toward the program in the amount of seven percent (7%) of her compensation earnable. The City will pay, on behalf of Employee, a portion of the required employee contribution to CaIPERS, as follows. City shall contribute the following amounts toward the required employee contribution to CalPERS: seven percent (7%) of Employee's compensation earnable in fiscal year 2011-12 and four percent (4%) of Employee's compensation earnable in fiscal year 2012-13. Thereafter, Employee shall make the entire required employee contribution to CAPERS. I. Bereavement Leave. Employee shall be eligible for bereavement leave as generally available to other executive management employees of City. J. Mobile Phone. City shall provide Employee with a $100 per month allowance for mobile phone charges incurred in the performance of her official City business and duties. 4of9 S7296-03 t 7V13594 QvS.doc K. Life Insurance and Income Continuation Policy. City shall provide Employee with a term life insurance policy and income continuation policy with the same tenns as generally provided to other executive management employees of City. L. Professional 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, regional organizations, state organizations and national organizations upon Employee's submittal of invoices in accordance with City's standard reporting practice. M. Professional Development. City shall pay all reasonable and necessary business expenses, including travel, conference, meats, 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. N. Reasonable and Necessary Expenses Incurred in the Performance of Official Duties. Pursuant to the City Charter and AB 1234, if applicable to charter cities, City shall reimburse Employee all reasonable and necessary business expenses, including travel, conference, meals, lodging and meeting expenses incurred in connection with the performance of her official duties. Upon prior board approval, the Agency shall pay all reasonable and necessary business expenses, including travel, conference, meals, lodging and meeting expenses incurred to attract, maintain and retain development to locate in or relocate to the City. O. 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 her employment as City Manager or Executive Director. P. 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 $307.69 per pay period to the plan on behalf of Employee for a total of $8,000 per year. Q. 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 she 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 Government Code Section 53245 is entitled to negotiate it as if he or she were the payee. 5 of 57296-0317A13584820.doe 6. ANNUAL EVALUATIONS AND SALARY REVIEW. On or before December 15, 2011, and, thereafter, ,Tune 30 of each year, the City Council shall 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 shall review Employee's salary and benefits as part of the evaluation process and may do so at any other time. 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 Employee arising out of an act or omission by Employee occurring in the course and scope of Employee's performance of her duties under this Agreement. 8. TERMINATION. A. Termination by City without Cause. 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 9 and shall receive no other compensation or payment. B. Termination by City with Cause. City may terminate this agreement and Employee's employment with the City if: (1) Employee refuses or fails to perform the powers and duties of the City Manager as specified in Sections 2 and 3 of this Agreement, 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; (2) 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; any act of dishonesty; actions that have or may have a substantial and adverse effect on City's interest; 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 (3) Employee breaches this Agreement, including, without limitation, any provision set forth in Section 2, "Duties and Authority," of this Agreement. 6 of 9 S7296-03 17\ 1358482v5.doc C. Termination durine First Six Months of Contract. Either party may elect to terminate this Agreement on or before December 31, 2011 without cause by providing 15 days prior notice. In that event, City will return Employee to her prior position as Assistant City Manager, and Employee shall not be entitled to any severance damages. Employee's annual salary as the Assistant City Manager will be $155,280. City cannot terminate Employee without cause during the one-year period immediately after the Employee returns to the Assistant City Manager position. D. Employee initiated Termination. Employee may terminate this agreement by providing the City 90 days prior written notice. E. City Charter Section 607 and Municipal Code Section 3.15.020. (1) Prior to City initiated termination, City shall substantially comply with the provisions in City Charter Section 607 and Municipal Code Section 3.15.020. (2) Pursuant to Charter Section 607, the City may not terminate Employee during the 90-day period immediately after a councilmanic election. (3) Notwithstanding subsections (1) and (2), City may terminate Employee if 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. 9. SEVERANCE. A. If City terminates this Agreement (thereby terminating Employee's employment with City) without cause pursuant to Section 8A, City shall: (1) Pay Employee an amount equal to her then -monthly base salary for a period of 6 months, less interim compensation to which Employee becomes entitled to during the 6-month period following her termination. Employee shall use her 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 5E herein and the deferred compensation provided by Section 5P herein for 6 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. 7 of 9 S7296-0317A13584820.doc 0 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 ("CJPIA"). Upon City's request, Employee shall promptly provide City with documentary evidence of interim compensation. D. In addition, City is a member of the CJPIA. The CJPIA provides to its members an Unemployment Protection Payment, as that term is defined in that certain Memorandum of Liability Coverage ("MOLC") effective July 1, 2010, under which Employee can receive up to 6 monthly payments, subject to the terms and conditions set forth in the MOLC. E. Employee shall not be entitled to severance pay: (1) If Employee terminates this Agreement; (2) Either party terminates this Agreement pursuant to Section 8C; or (3) If City terminates this Agreement for cause for any of the reasons set forth in Section 8B. 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 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 is 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. Amendments to this Agreement are effective only upon City Council and Employee written approval. 12. NOTICES. All notices pertaining to this Agreement shall be sent to: EMPLOYEE: Jill Ingram, City of Seal Beach 211 Eighth Street Seal Beach, California 90740 CITY: City Clerk, City of Seal Beach 211 Eighth Street Seal Beach, California 90740 8of9 S7296-0317A1358482v5.doe 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. 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 full force and effect in all other circumstances. B. This Agreement shall be interpreted and construed pursuant to and in accordance with the City Charter, applicable 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 EMPLOYEE D � By: By: Michael P. Levitt, Mayor Lill R. Ingr m Date: Z(]%� ATTEST: By: Linda Devine, City Clerk Date: APPROVED AS TO FORM By: Quinn Barrow, City Attorney 901,9 S7296-0317\1358482v5.doc RESOLUTION NUMBER 6139 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPOINTING JILL R. INGRAM AS CITY MANAGER AND APPROVING AN EMPLOYMENT AGREEMENT BETWEEN THE CITY AND MS INGRAM THE CITY COUNCIL HEREBY RESOLVES AS FOLLOWS: SECTION 1. The City Council hereby appoints Jill R. Ingram as City Manager and approves that certain employment agreement ("Agreement') dated July 1, 2011 between the City and Ms Ingram. SECTION 2. Pursuant to Seal Beach City Charter § 603, and Gov. Code § 36506 if applicable to charter cities, the City Council hereby establishes the compensation of the City Manager in the amount set forth in Section 4 of the Agreement. SECTION 3. The Mayor shall execute the Agreement on behalf of the City. SECTION 4. 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 13th day of June 2011 by the following vote: AYES: Council MembersU.G ,,-2jW �M NOES: Council Members / ABSENT: Council Members ABSTAIN: Council Members 71/ ATTEST: �J I Clerk IClerk--� �^(0 ity STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } 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 6139 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 13th day of June , 2011. � 1 City Clerk