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2000 - City Manager - Employment Agreements
SECOND AMENDMENT TO CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND BEN KIM AMENDMENT NO.2 This Second Amendment (the "Second Amendment") is made and entered into effective May 28, 2024, by and between the City of Rosemead, California, a municipal corporation (the "City") and Ben Kim, an individual (the "City Manager"). The City and the City Manager are sometimes individually referred to as a "Party" and collectively as "Parties." RECITALS A. The Parties entered into an Employment Agreement (the "Agreement") on April 26, 2022. B. On May 14, 2024, the City Council conducted the City Manager's performance evaluation. The City Manager received a "substantially exceeds expectations" review. C. The City Council also directed a contract amendment come back for approval to provide a 9% increase based on that performance evaluation and to bring the salary within midrange of the salaries for city managers in the Region. The Council also agreed to provide the City Manager a 3% cost of living increase (COLA) to go into effect July 1, along with the COLA for all other City employees. D. The City Council desires to implement a 9% increase in the City Manager's annual salary to a total of $249,504.00 and a 3% COLA increase on July 1 to a total of $256,992.00. E. The Parties now desire to amend the Agreement to reflect the increases in the City Manager's annual salary as well as make additional amendments relating to the term of the Agreement, increasing severance from 6 to 12 months and increasing the vacation accrual cap from 320 to 400 as provided below. OPERATIVE PROVISIONS 1. AMENDMENTS The following amendments are made to the Agreement as follows: (a) Section 3 of the Agreement is hereby amended in full to now read as follows: Effective May 14, 2024, Employee shall remain as an exclusive employee of the City for an indefinite term subject to the provisions contained in this Agreement and the Rosemead Municipal Code concerning separation from service. (b) Section 6(a) of the Agreement is hereby amended to read as follows: Effective May 14, 2024, City agrees to pay City Manager $249,504.00 as an annual base salary per year ($20,792.00 per month) during the term of this Agreement for his services. One July 1, 2024, the City Manager will receive a COLA increase of 3% for an annual salary of $256,992.00. All salary payments to City Manager shall be payable in 48767139-3640 v] 1 installments at the same time as other City employees of the City are paid and subject to the customary withholding. (c) Subsection 7(c) Accruals is amended to read: c. Accruals: City Manager shall accrue vacation at a rate of 160 hours per year or 6.15 hours per pay period. City Manager vacation hours shall be capped to a total of 400 hours. (d) Subsection 8(e) Severance is amended to read as follows: e. Upon the effective date of the written waiver under d., City agrees to provide City Manager with a one-time cash payment equal to twelve (12) months of base salary plus the value of twelve (12) months of City -paid health benefits, minus any required withholding. Such payment shall release City from any further obligations under this Agreement and any amendments thereto. 2. REMAINDER UNCHANGED Except as specifically modified and amended in this Second Amendment, the Agreement remains in full force and effect and binding upon the parties. 3. INTEGRATION This Second Amendment constitutes the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Second Amendment. 4. EFFECTIVE DATE This Second Amendment shall not become effective until the date it has been formally approved by the City Council and executed by the Parties. 5. APPLICABLE LAW The laws of the State of California shall govern the interpretation and enforcement of this Second Amendment. 6. REFERENCES All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this Second Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this Second Amendment. 4876-7139-3640 v1 2 IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date first indicated above. City CITY OF ROSEMEAD A Municipal Corporation By: Steven Ly Mayor ATTEST: By: ZA--7-- Ericka Hernandez City Clerk City Manager Ben Kim An Individual APPROVED AS TO FORM: By-.*Richman City Attorney 4876-7139-3640 v1 3 THIRD AMENDMENT TO CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND GLORIA MOLLEDA AMENDMENT NO. 3 This Third Amendment (the "Third Amendment") is made and entered into effective March 9, 2021, by and between the City of Rosemead, California, a municipal corporation (the "City") and Gloria Molleda, an individual (the "City Manager"). The City and the City Manager are sometimes individually referred to as a"Party" and collectively as "Parties." RECITALS A. The Parties entered into an Employment Agreement (the "Agreement") on January 16, 2018 and entered into a First Amendment to that Agreement on February 26, 2019 and a Second Amendment on February 25, 2020. B. Pursuant to Section 3 of the Agreement, the City Council conducted the City Manager's performance evaluation. The City Manager received an "exceed expectations" review which establishes a 4% increase. C. The City Council also desires to extend the severance period for no fault termination of the City Manager by the City Council from 9 months to 12 months. D. The Parties now desire to amend the Agreement to reflect the increase in the City Manager's annual salary and benefits effective February 9, 2021. OPERATIVE PROVISIONS 1. AMENDMENTS a. Section 3(a)(i)(1) of the Agreement is hereby amended to read as follows: The annual salary for the position of City Manager shall be $232,998.27. b. Section 3(j)(i) of the Agreement is hereby amended to read as follows: In the event the City Manager is terminated by the City Council without cause during such time that the City Manager is willing and able to perform the City Manager's duties under this Agreement,then in that event the City agrees to continue to compensate the City Manager at her then current rate of pay, as severance pay, for a total of twelve (12) months, including all benefits and accrued leaves. 2. REMAINDER UNCHANGED Except as specifically modified and amended in this Third Amendment, the Agreement remains in full force and effect and binding upon the parties. 1 3. INTEGRATION This Third Amendment constitutes the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Third Amendment. 4. EFFECTIVE DATE This Third Amendment shall not become effective until the date it has been formally approved by the City Council. 5. APPLICABLE LAW The laws of the State of California shall govern the interpretation and enforcement of this Second Amendment. 6. REFERENCES All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this Third Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this Third Amendment. IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date indicated above. CITY OF ROSEMEAD Gloria Molleda A Municipal Corporation An Individual By: &Vklaitik Ai + lon4191 Sandra Armenta a Molleda Mayor City Manager ATTEST: By: . I Ericka Hernandez City Clerk APP • 'ED AASTO O ' : By:vedtf / Ma Rachel H. Richman City Attorney 2 SECOND AMENDMENT TO CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND GLORIA MOLLEDA AMENDMENT NO. 2 This Second Amendment (the "Second Amendment") is made and entered into effective February 25, 2020, by and between the City of Rosemead, California, a municipal corporation (the "City") and Gloria Molleda, an individual (the "City Manager"). The City and the City Manager are sometimes individually referred to as a"Party" and collectively as "Parties." RECITALS A. The Parties entered into an Employment Agreement (the "Agreement") on January 16, 2018 and entered into a First Amendment to that Agreement on February 26, 2019. B. Pursuant to Section 3 of the Agreement, the City Council conducted the City Manager's performance evaluation. The City Manager received a "substantially exceeds expectations" review which establishes a 5% increase. C. The City Council also desires to implement a 3.5% adjustment in addition to the 5% performance evaluation increase to bring the City Manager's salary within range of the salary survey for other city managers in the San Gabriel Valley to ensure that it is paying the City Manager a competitive salary. D. The City Council also desires to extend the severance period for no fault termination of the City Manager by the City Council from 6 months to 9 months. E. The Parties now desire to amend the Agreement to reflect the increase in the City Manager's annual salary and benefits. OPERATIVE PROVISIONS 1. AMENDMENTS a. Section 3(a)(i)(1) of the Agreement is hereby amended to read as follows: The annual salary for the position of City Manager shall be $224,033.51 b. Section 3(j)(i) of the Agreement is hereby amended to read as follows: In the event the City Manager is terminated by the City Council without cause during such time that the City Manager is willing and able to perform the City Manager' s duties under this Agreement, then in that event the City agrees to continue to compensate the City Manager at her then current rate of pay, as severance pay, for a total of nine (9) months, including all benefits and accrued leaves. 2. REMAINDER UNCHANGED Except as specifically modified and amended in this Second Amendment, the Agreement 1 remains in full force and effect and binding upon the parties. 3. INTEGRATION This Second Amendment constitutes the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Second Amendment. 4. EFFECTIVE DATE This Second Amendment shall not become effective until the date it has been formally approved by the City Council. 5. APPLICABLE LAW The laws of the State of California shall govern the interpretation and enforcement of this Second Amendment. 6. REFERENCES All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this Second Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this Second Amendment. IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date indicated above. CITY OF ROSEMEAD Gloria Molleda A Municipal Corporation An Individual By: ` 1 ._• Margare Clark oria Molleda Mayor City Manager ATTEST: _ By: ?� Ericka Hernandez City Clerk APPRO D AS TO 4 RM: By: "—�-.�iG�/M/1 Rachel H. Ric' an City Attorney 2 FIRST AMENDMENT TO CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND GLORIA MOLLEDA AMENDMENT NO. 1 This First Amendment (the "First Amendment") is made and entered into effective February 26, 2019, by and between the City of Rosemead, California, a municipal corporation (the "City") and Gloria Molleda, an individual (the "City Manager"). The City and the City Manager are sometimes individually referred to as a "Party" and collectively as "Parties." RECITALS A. The Parties entered into an Employment Agreement (the "Agreement") on January 16 2018. B. Section 3 of the Agreement permits the City Council to conduct performance evaluations and grant increases in salary based on that evaluation. C. Pursuant to Section 3 of the Agreement, the City Council conducted the City Manager's performance evaluation. The City Manager received a "substantially exceeds expectations" review which establishes a 5% increase. D. The City Council also desires to implement a 3.5% adjustment in addition to the 5% performance evaluation increase and an additional 3.5% adjustment next year to occur after the 2020 performance evaluation, to bring the City Manager's salary within range of the salary survey for other city managers in the San Gabriel Valley to ensure that it is paying the City Manager a competitive salary. The 2020 increases will be made only after approval of a Second Amendment taken at a regular meeting of the City Council. E. The Parties now desire to amend the Agreement to reflect the increase in the City Manager's annual salary. NUNLI17utwikln Section 3(a)(i)(1) of the Agreement is hereby amended to read as follows: The annual salary for the position of City Manager shall be $206,150.00 2. REMAINDER UNCHANGED Except as specifically modified and amended in this First Amendment, the Agreement remains in full force and effect and binding upon the parties. 3. INTEGRATION This First Amendment constitutes the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this First Amendment. 4. EFFECTIVE DATE This First Amendment shall not become effective until the date it has been formally approved by the City Council and executed by the Parties. 5. APPLICABLE LAW The laws of the State of California shall govern the interpretation and enforcement of this First Amendment. 6. REFERENCES All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this First Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this First Amendment. IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date first indicated above. City CITY OF ROSEMEAD A Municipal Corporation By: Steven Ly Mayor ATTEST: eA By: Ericka Hernandez City Clerk APPFac D AST F RM: By:.�l H. 'chman City Attorney 2 City Manager Gloria Molleda An Individual Gloria Molleda City Manager CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND GLORIA MOLLEDA This Employment Agreement (the "Agreement") is made and entered into January 9, 2018, by and between the City of Rosemead, California, a municipal corporation (the "City") and Gloria Molleda, an individual (the "City Manager"). The City and the City Manager are sometimes individually referred to as a "Party" and collectively as "Parties." 1. RECITALS (a) The City requires the services of a City Manager. (b) The City Manager has the necessary education, experience, skills and expertise to serve as the City's City Manager. (c) The City Council of the City desires to employ the City Manager to serve as the City Manager of City. (d) The City Council of the City desires to provide certain benefits, establish certain conditions of employment and to set working conditions of City Manager. (e) The City Manager desires to accept at -will employment as City Manager of City. (f) In consideration of these Recitals and the performance by the Parties of the promises, covenants, and conditions herein contained, the Parties agree as provided in this Agreement. 2. EMPLOYMENT The City hereby employs the City Manager as its City Manager, and the City Manager hereby accepts such employment. (a) Period of Employment (i) Employee shall, following the assumption of the office of City Manager on aR b 1 2018, remain as an exclusive employee of the City for an indefinite term subject to the provisions contained in this Agreement and the Rosemead Municipal Code concerning separation from service. Employee agrees not to accept, nor to become employed by any other employer until said termination date, unless said termination date is effected as hereinafter provided. (b) Medical Exam/Fitness For Duty Prior to assuming the office of City Manager on �Janw)F�� 2018, the City Manager shall successfully complete a medical/fitness for duty exam, the cost of which will be paid for by the City. 3. COMPENSATION The City agrees to provide the following compensation to the City Manager during the term of the Agreement: (a) Compensation (i) Base Salary (1) The annual salary for the position of City Manager shall initially be $190,000.00. (2) The City Manager shall be paid at the same intervals and in the same manner as regular City employees. (3) Whenever a cost of living adjustment or other non -merit based pay increase is provided to other City employees, the City Council shall meet to determine whether it is reasonable and appropriate to provide a similar adjustment or increase to City Manager's Base Salary. In the event such a cost of living adjustment or other non - merit based pay increase is provided to other City employees, it shall be the City Manager's responsibility to coordinate with the Mayor to place the consideration of a similar adjustment or increase on the agenda of a regular City Council meeting. (ii) Performance Evaluation The City Council will review and evaluate the performance of the City Manager on an annual basis or more frequently if the Council so desires. Failure of the City Council to provide a performance evaluation shall not limit the City's ability to terminate this Agreement pursuant to the terms set forth herein. Review and evaluation shall be in accordance with such criteria as the parties may jointly agree upon, but which the parties contemplate will include mutually agreed upon performance goals for the City Manager and City Council goals, priorities, activities and programs for the City. 2 (b) Bonding The City shall bear the full cost of any fidelity or other bonds required of the City Manager under any law or ordinance. (c) Benefits To the extent benefits are not specifically addressed in the Agreement, the City Manager shall receive the benefits set forth and attached hereto as Exhibit A, the City of Rosemead Benefits Summary - Management Service Unit, which may be modified from time to time at the discretion of the City Council. In the event there are amendments to the Management Service Group's Benefits made by the City Council, it shall be the City Manager's responsibility to coordinate with the Mayor to place the consideration of a similar adjustment or increase on the agenda of a regular City Council meeting. (d) Car Allowance City Manager is entitled to a $600 monthly car allowance or use of a City vehicle. (e) Vacation and Sick Leave Accrual (i) City Manager shall start employment with a bank of 80 hours of vacation and thereafter accrue vacation at a rate of 160 hours per year or 6.15 hours per pay period. (ii) City Manager shall start employment with a one-time bank of 80 hours of sick leave at the start of employment. (f) Professional Activities and Conferences. The City Council desires the City Manager to be reasonably active in professional organizations that will contribute to the City Manager's professional development and standing and that will contribute to the advancement of the City's interests and standing. To that end the City Council will pay for the membership in and attendance of conferences for the following organizations ICMA, ICSC, CALED, California League of Cities. City Manager may request additional memberships and attendance subject to approval by the City Council. (g) Reimbursement The City shall reimburse the City Manager for reasonable and necessary travel costs, subsistence and other business expenses incurred by the City Manager in the performance of his duties including attendance at conferences. (h) Resignation/Retirement The City Manager may resign at any time and agrees to give the City at least 45 days advance written notice of the effective date of the City Manager's resignation, unless the Parties otherwise agree in writing. (i) Termination & Removal (i) The City Manager is an at -will employee and serves at the pleasure of the City Council. Nothing in this agreement shall prevent the City Council from terminating this Agreement and the services of the City Manager at its sole discretion. (ii) Except as is provided in section 4(b)(iii) below, the City Council may remove the City Manager at any time, with or without cause, by a majority vote of its members. Notice of termination shall be provided to the City Manager in writing. (iii) In accordance with section 2.08.050 of the City of Rosemead Municipal Code, as may be modified from time to time, the City Manager shall not be removed from office during or within a period of ninety (90) days next succeeding any general municipal election held in the City at which election a member of the City Council is elected; the purpose of this provision is to allow any newly elected member of the City Council or a reorganized City Council to observe the actions and ability of the City Manager in the performance of the powers and duties of his or her office. (iv) Given the at -will nature of the position of City Manager, an important element of the employment agreement pertains to termination. It is in both the City's interest and that of the City Manager that any separation of the City Manager is done in a businesslike manner. 0) Severance Pay (i) In the event the City Manager is terminated by the City Council without cause during such time that the City Manager is willing and able to perform the City Manager's duties under this Agreement, then in that event the City agrees to continue to compensate the City Manager at his then current rate of pay, as severance pay, for a total of six months, including all benefits and accrued leaves. (ii) In exchange for the Severance Pay, the City Manager hereby expressly waives any right be may have under any applicable law, City policy, or otherwise to appeal or grieve his termination and the terms of the Agreement. 0 (iii) The above severance provisions are intended to comply with the provisions of Government Code section 53260 et. seq. Any severance payment under this Agreement is also subject to the forfeiture or repayment provision of Government Code section 53243 et. seq. (k) Separation for Cause (i) Notwithstanding the provisions of Section 4(c), the City Manager may be terminated for cause. As used in this section, "cause" shall include but not be limited to the following: theft or attempted theft; dishonesty; willful or persistent material breach of City Manager's duties; repeated and protracted unexcused absences from the City Manager's office; engaging in unlawful discrimination or harassment of employees or any third party while on City premises or time; conviction of a felony; and engaging in conduct tending to bring embarrassment or disrepute to the City. (ii) In the event the City terminates the City Manager for cause, except as set forth in section 4(b)(iii) above, the City may terminate this Agreement immediately, and the City Manager shall be entitled to only the compensation accrued up to the date of termination, payments required by Section 4(e) below, and such other termination benefits and payments as may be required by law. In this circumstance, the City Manager shall not be entitled to any severance benefits provided by Section 4(c). (1) Payment for Unused Leave Balance (i) On separation from City employment, the City Manager shall be paid for all unused accrued leave allowances provided in Exhibit A, in accordance with City policy or as required by law. (ii) In the event the City Manager dies while employed by the City under this Agreement, the City Manager's beneficiaries or those entitled to the City Manager's estate shall be entitled to the City Manager's earned salary and any in -lieu payments for accrued benefits, including compensation for the value of all accrued leave balances provided in Exhibit A, in accordance with City policy or as required by law. (iii) Notwithstanding the above, sick leave balance will be forfeited and will not be paid out at the termination (voluntary/involuntarily) of employment. 4. DUTIES AND RESPONSIBILITIES (a) Duties & Authority (i) The City Manager shall be the chief executive officer of the City and be responsible to the City Council for the proper administration of all affairs of the City. The City Manager shall also serve as the chief executive officer of the Rosemead Community Development Commission, the Successor Agency to the Rosemead Community Development Commission, the Rosemead Housing Development Corporation and the Rosemead Housing Authority, unless the boards of such entities shall select other personnel for such duties. City Manager agrees that the salary and benefits provided pursuant to this Agreement represents the full compensation to be paid to City Manager for performance of all duties as the City's City Manager, as well as for performance of all duties required of the chief executive officer of the above identified entities. (ii) The City Manager shall perform all of the duties of the City Manager as set forth in Section 2.08 of the Rosemead Municipal Code and as may be modified from time to time, the California Government Code, and City policies and procedures approved by the City Council, as may be provided from time to time. (b) ICMA Code of Ethics (i) The Parties acknowledge that the City Manager is a member of the International City Management Association ("ICMA"). The Parties mutually desire that the City Manager be subject to and comply with the ICMA Code of Ethics (Exhibit B). (ii) The City Manager commits to comply with the ICMA Code of Ethics. 5. MISCELLANEOUS PROVISIONS (a) Amendments This Agreement may be amended at any time by mutual agreement of the City and the City Manager. Any amendments are to be negotiated, put in writing, and adopted by the City Council. (b) Conflict of Interest (i) The City Manager shall not engage in any business or transaction or shall have a financial or other personal interest or association, direct or indirect, which is in conflict with the proper discharge of official duties or would tend to impair independence of judgment or action in the performance of official duties. Personal as distinguished from financial interest includes an interest arising from blood or marriage relationships or close business, personal, or political associations. This section shall not serve to prohibit independent acts or other forms of enterprise during those hours not covered by active City employment, providing such acts do not constitute a conflict of interest as defined herein. (ii) The City Manager shall also be subject to the conflict of interest provisions of the California Government Code and any conflict of interest code applicable to the City Manager's City employment. (iii) The City Manager is responsible for submitting to the City Clerk the appropriate Conflict of Interest Statements at the time of appointment, annually thereafter, and at the time of separation from the position. (c) ProprietaryIInformation "Proprietary Information" is all information and any idea pertaining in any manner to the business of City (or any City affiliate), its employees, clients, consultants, or business associates, which was produced by any employee of City in the course of his or her employment or otherwise produced or acquired by or on behalf of City. Proprietary Information shall include, without limitation, trade secrets, product ideas, inventions, processes, formulae, data, know-how, software and other computer programs, copyrightable material, marketing plans, strategies, sales, financial reports, forecasts, and customer lists. All Proprietary Information not generally known outside of City's organization, and all Proprietary Information so known only through improper means, shall be deemed "Confidential Information." During his employment by City, City Manager shall use Proprietary Information, and shall disclose Confidential Information, only for the benefit of City and as is or may be necessary to perform his job responsibilities under this Agreement. Following termination, City Manager shall not use any Proprietary Information and shall not disclose any Confidential Information, except with the express written consent of City. City Manager's obligations under this Section shall survive the termination of his employment and the expiration of this Agreement. (d) Indemnification Subject to, in accordance with, and to the extent provided by the California Tort Claims Act [Government Code Section 810 et seq], the City will indemnify, defend, and hold the City Manager harmless from and against any action, demand, suit, monetary judgment or other legal or administrative proceeding, and any liability, injury, loss or other damages, arising out of any act or omission occurring during City Manager's tenure as City Manager. (e) Severability If any clause, sentence, part, section, or portion of this Agreement is found by a court of competent jurisdiction or arbitrator to be invalid, illegal, void or unenforceable, such clause, sentence, part, section, or portion so found shall be regarded as though it were not part of this Agreement and the remaining parts of this Agreement shall be fully binding and enforceable by the Parties hereto. (f) Laws Affecting Title In addition to those laws affecting a City Manager, the City Manager shall have the same powers, rights and responsibilities as a Chief Executive Officer, City Administrative Officer, Administrator, and/or City Administrator as those terms are used in local, state or federal laws. (g) Jurisdiction and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, and the Parties agree that venue shall be proper only in Los Angeles County, State of California. (h) Integ aX tion This Agreement is intended to be the final, complete, and exclusive statement of the terms of the City Manager's employment by City. This Agreement supersedes all other prior and contemporaneous agreements and statements, whether written or oral, express or implied, pertaining in any manner to the employment of City Manager, and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements. This Agreement represents the entire agreement of the Parties, and no representations have been made or relied upon except as set forth herein. (i) Notice All notices, requests, demands and other communications under this Agreement shall be in writing and shall be effective upon delivery by hand or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to City at the address below, and or at the last known address maintained in the City Manager's personnel file. City Manager agrees to notify City in writing of any change in his address during his employment with City. Notice of change of address shall be effective only when accomplished in accordance with this Section. (1) If to the City: Rosemead City Hall 8838 East Valley Boulevard Rosemead, CA 91770 ATTN: Mayor & City Council (2) If to the City Manager: Gloria Molleda [Address on file at City Hall] 0) Assignment City Manager shall not assign any rights or obligations under this Agreement. City may, upon prior written notice to City Manager, assign its rights and obligations hereunder. (k) Attorney's Fees In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. (1) Interpretation This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any Party. By way of example and not in limitation, this Agreement shall not be construed in favor of the Party receiving a benefit nor against the party responsible for any particular language in this Agreement. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the City Council and City Manager and by no other means. Each Party waives their future right to claim, contest or assert that this Agreement was modified, cancelled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. (m) Acknowledgment City Manager acknowledges that she has had the opportunity to consult legal counsel in regard to this Agreement, that she has read and understands this Agreement, that she is fully aware of its legal effect, and that she has entered into it freely and voluntarily and based on her own judgment and not on any representations or promises other than those contained in this Agreement. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date first indicated above. City CITY OF ROSEMEAD A Municipal Corporation B y Polly Low, Mayor ATTEST: By: Marc Donohue City Clerk APPR0'V?ED S TOrRM: Rac el H. Richnufn City Attorney 10 City Manager Gloria Molleda An Individual Gloria Molleda 1014 12 11 H I CITY OF ROSEMEAD BENEFITS SUMMARY MANAGEMENT GROUP *Effective July 1, 2010 for all new hires RETIREMENT MEMBERSHIP ➢ Membership in the California Public Employees' Retirement System (CaIPERS). ➢ Participates in Social Security system, Classic CaIPERS Members: ➢ 2%@55 formula ➢ Single highest year calculation ➢ 8% employee share towards CaIPERS by January 1, 2018, Starting July 1, 2014 the City implemented a 2% contribution rate for the next 4 years. In consideration of the employee contribution, will receive a 2% increase in pay in conjunction with a merit increase based on annual performance evaluation. ➢ 7% employee share toward CaIPERS Non -Classic CaIPERS Members: ➢ 2% @ 62 formula ➢ Highest average annual pensionable compensation during a period of at least 36 months ➢ Must pay 50% of total normal cost as employee contribution rate ➢ 6.25% employee share towards CaIPERS HEALTH. DENTAL & VISION PLANS ➢ Benefit allowance of $1,700 per month to be used towards employee, spouse, and dependents ➢ CaIPERS Medical Plans ➢ Ameritas Dental Plan ➢ VSP Vision Plan ➢ Any unused balance can be put into a deferred compensation plan or taken as a taxable cash disbursement TELECOMMUNICATIONS ➢ One-time reimbursement amount of no more than $300 every other calendaryear ➢ Receipts must be submitted to be eligible for this reimbursement. ➢ Reimbursement of up to $150 per month for applicable technology costs such as a voice and data plan. Receipts must be submitted to be eligible for this reimbursement. 11 ADMINISTRATIVE LEAVE ➢ Allocated an allotment of 80 hours peryear ➢ Any unused hours will be forfeited by December 31 of the calendar year ➢ Limited to no more than one (1) day/shift intervals/increments ➢ Cannot supplant/combine with vacation leave. Only exception will be from Christmas to New Year's Day when non-essential Cityservices and facilities will be closed. HOLIDAYS -(9 Days) FLOATING HOLIDAYS ➢ 2 days (20 hours) of floating holidays per calendar year ➢ Any unused hours will be forfeited by the end of the calendar year SICK LEAVE ➢ Accruable -10 hours per month ➢ Employees may begin taking accrued sick leave after 30 days of employment ➢ 120 hours paid sick leave per year ➢ New Employees may transfer up to 200 hours of uncompensated sick leave from previous employer ➢ Any unused hours will be forfeited and will not be paid upon termination (voluntary/involuntary). VACATION ➢ Employees may begin taking accrued vacation after 6 months ➢ 100 - 160 hours of annual vacation accrual, depending on years of service �-Yearsa,sarWiFi _ Labor Day r King Jr. Veteran's Day rYear'say y Thanksgiving Day y Christmas Day e Day FLOATING HOLIDAYS ➢ 2 days (20 hours) of floating holidays per calendar year ➢ Any unused hours will be forfeited by the end of the calendar year SICK LEAVE ➢ Accruable -10 hours per month ➢ Employees may begin taking accrued sick leave after 30 days of employment ➢ 120 hours paid sick leave per year ➢ New Employees may transfer up to 200 hours of uncompensated sick leave from previous employer ➢ Any unused hours will be forfeited and will not be paid upon termination (voluntary/involuntary). VACATION ➢ Employees may begin taking accrued vacation after 6 months ➢ 100 - 160 hours of annual vacation accrual, depending on years of service �-Yearsa,sarWiFi _ HouK FOFear U p to year 1 100 1-13 140 13+ 160 ➢ Once per calendar year, City may buyback up to 40. hours (1 week) of accumulated unused vacation time BEREAVEMENT LEAVE Employees entitled to 4 paid days off per incident in the event of the death of an immediate family mem ber JURY LEAVE Jury service fees must be provided to the Finance Department to be compensated up to 80 -hours BILINGUAL PAY Eligible and qualifying Employees shall receive a bilingual stipend of $75 per month for one of the following recognized languages: Cantonese, Mandarin, Spanish, or Vietnamese. LIFE & ACCI DENTAL DEATH & DISMEMBERMENT INS. $100,000 SHORT TERM DISABILITY (STD) ➢ 66.67% of base salary with 1S -day waiting period ➢ Maximum disability benefit amount upto$1,848 per week until medically able to return to work, or begin utilizing LTD, or until the age of 65 LONGTERM DISABILITY (LTD) ➢ 66.67% of base salary with 90 -day waiting period ➢ Maximum disability benefit amount up to $8,000 per month until medically able to return to work or until the age of 65 DEFERRED COMPENSATION- 457 PLAN Income may be deferred through the ICMA-RC, 457 Deferred Compensation Plan which allows you to make contributions through a supplemental retirement savings program FLEXIBLE BENEFIT PLAN (FSA—SECTION 125) Allows Employees to pay for child care, adoption, and unreimbursed medical and insurance premium expenses with pre-tax dollars FLEXIBLE SCHEDULING Depending on assignment, an alternate work schedule may be arranged with Department Director approval. Any prolonged telecommuting arrangement must be approved by the City Manager. AMOEBA FLEX WEEKS Based on economic or business necessity, employees are required to work special events with the ability to "flex" their hours to meet the human resources demands of the City's special events which include: 12 ➢ Lunar New Year Family Festival ➢ Community Yard Sale/Emergency Preparedness Fair ➢ Easter "Egg"stravaganza ➢ Memorial Day Service ➢ 46i of July Parade/Carnival/Fireworks Show ➢ Summer Concerts in the Park ➢ Fall Fiesta ➢ 9/11 Memorial Service ➢ Holiday Tree Lighting Ceremony If an unscheduled event arises, the City Manager has the authority to implement an Amoeba Flex Week, The "flexing" of hours must fall within the same work period of the special event. Classic CaIPERS Members: Employee will receive salary increases of 0%-3%within their salary ranges based on merit through his/her annual performance evaluation rating Overall Rating 1,.. . PeYcentage Unsatisfactory 0% Needs Development 0% Meets Expectations 1% Exceed Expectations 2% Substantially Exceeds Expectations 3% Non -Classic CalPERS Members: Employee will receive salary increases of 0%-5% within their salary ranges based on merit through his/her annual performance evaluation rating OveralLRafing -, ;Percentage Unsatisfactory 0% Needs Development 0% Meets Expectations 2%-3% Exceed Expectations 4% Substantially Exceeds Expectations 5% WELLNESS PROGRAM The City provides the Wellness Reimbursement Program at $300 per fiscal year EMPLOYEE ASSISTANCE PROGRAM (EAP) Magellan Health — health & wellness assistance COMPUTER PURCHASE PROGRAM The City will finance $500 — $2,000 at 0% interest per eligible Employee after the completion of six month probationary period. CREDIT UNION/BANK & DIRECT DEPOSIT F&A Federal Credit Union or Bank of the West with optional participation in direct deposit WORK -LIFE BALANCE ➢ 4/10 work schedule ➢ Flexible scheduling upon Department Director and City Managers approval which may include utilizing flextime 13 .0__ ICMA Code of Ethics with Guidelines The ICMA Code of Ethics was adopted by the ICMA membership in 1924, and most recently amended by the membership in June 2017, The Guidelines for the Code were adopted by the ICMA Executive Board in 1972, and most recently revised in June 2017. The mission of ICMA is to create excellence in local governance by developing and fostering professional local government management worldwide. To further this mission, certain principles, as enforced by the Rules of Procedure, shall govern the conduct of every member of ICMA, who shall: Tenet 1, Be dedicated to the concepts of effective and democratic local governmentbyresponsible elected officials and believe that professional general management is essential to the achievement of this objective. Tenet 2. Affirm the dignity and worth of the services rendered by government and maintain a constructive, creative, and practical attitude toward local government affairs and a deep sense of social responsibility as a trusted public servant. GUIDELINE Advice to Officials of Other Local Governments. When members advise and respond to inquiries from elected or appointed officials of other local governments, they should inform the administrators of those communities. Tenet 3. Demonstrate byword and action the highest standards of ethical conduct and integrity in all public, professional, and personal relationships in order that the member may merit the trust and respect of the elected and appointed officials, employees, and the public. GUIDELINES Public Confidence, Members should conduct themselves so as to maintain public confidence in their position and profession, the integrity of their local government, and in their responsibility to uphold the public trust. Influence. Members should conduct their professional and personal affairs in a manner that demonstrates that they cannotbe improperlyinfluenced in the performance of their official duties. Appointment Commitment. Members who accept an appointment to a position should report to that position. This does not preclude the possibility of a member considering several offers or seeking several positions at the same time. However, once a member has accepted a formal offer of employment, that commitment is considered binding unless the employer makes fundamental changes in the negotiated terms of employment. Credentials A member's resume for employment or application for ICMA's Voluntary Credentialing Program shall completely and accurately reflect the member's education, work experience, and personal. history. Omissions and inaccuracies must be avoided.. Professional Respect. Members seeking a position should show professional respect for persons formerly holding the position, successors holding the position, or for others who might be applying for the same COPYRIGHT © 2017 BY THE INTERNATIONAL CITY/COUNTY MANAGEMENT ASSOCIATION. ALL RIGHTS RESERVED. 14 position. Professional respect does not preclude honest differences of opinion; it does preclude attacking a person's motives or integrity. Reporting Ethics Violations. When becoming aware of apossible violation of the ICMA Code of Ethics, members are encouraged to report possible violations to ICMA. In reporting the possible violation, members may choose to go on record as the complainant or report the matter on a confidential basis. Confidentiality. Members shall not discuss or divulge informationwith anyone about pending or completed ethics cases, except as specifically authorized by the Rules of Procedure for Enforcement of the Code of Ethics. Seeking Employment. Members should not seek employment for a position that has an incumbent who has not announced his or her separation or been officially informed by the appointive entity that his or her services are to be terminated. Members should not initiate contact with representatives of the appointive entity. Members contacted by representatives of the appointive entity-body regarding prospective interest in the position should decline to have a conversation until the incumbent's separation from employment is publicly known. Relationships in the Workplace. Members should not engage in an intimate or romantic relationship with any elected official or board appointee, employee they report to, one they appoint and/or supervise, either directly or indirectly, within the organization. This guideline does not restrict personal friendships, professional mentoring, or social interactions with employees, elected officials and Board appointees. Tenet 4. Recognize that the chief function of local government at all times is to serve the best interests of all of the people. GUIDELINE Length of Service A minimum of two years generally is considered necessary in order to render a professional service to the local government, A short tenure should be the exception rather than a recurring experience. However, under special circumstances, it may be in the best interests of the local government and the member to separate in a shorter time. Examples of such circumstances would include refusal of the appointing authority to honor commitments concerning conditions of employment, a vote of no confidence in the member, or severe personal problems. It is the responsibility of an applicant for a position to ascertain conditions of employment. Inadequately determining terms. of employment prior to arrival does not justify premature termination. Tenet S. Submit policy proposals to elected officials; provide them with facts and advice on matters of policy as a basis for making decisions and setting community goals; and uphold and implement local government policies adopted by elected officials. GUIDELINE Conflicting Roles Members who serve multiple roles -working as both city attorney and city manager for the same community, for example - should avoid participating in matters that create the appearanceof a conflict of interest. They should disclose the potential conflict to the governing body so that other opinions may be solicited. Tenet 6. Recognize that elected representatives of the people are entitled to the credit for the establishment of local government policies; responsibility for policy execution rests with the members. COPYRIGHT © 2017 BY THE INTERNATIONAL CITY/COUNTY MANAGEMENT ASSOCIATION. ALL RIGHTS RESERVED. 15 Tenet 7. Refrain fromall political activities which undermine public confidence in professional administrators. Refrain from participation in the election of the members of the employing legislative body. GUIDELINES Elections of the Governing Bod;L Members should maintain a reputation for serving equally and impartially all members of the governing body of the local government they serve, regardless of party. To this end, they should not participate in an election campaign on behalf of or in opposition to candidates for the governing body, Elections of Elected Executives. Members shall not participate in the election campaign of any candidate for mayor or elected county executive. Running for Office Members shall not rum for elected office or become involved in political activities related to running for elected office, or accept appointment to an elected office. They shall not seek political endorsements, financial contributions or engage in other campaign activities. Elections. Members share with their fellow citizens the right and responsibility to vote. However, in order not to impair their effectiveness on behalf of the local governments they serve, they shallnot participate in political activities to support the candidacy of individuals running for any city, county, special district, school, state or federal offices. Specifically, they shall not endorse candidates, make financial contributions, sign or circulate petitions, or participate in fund-raising activities for individuals seeking or holding elected office. Elections relating to the Form of Government. Members may assist in preparing and presenting materials that explain the form of government to the public prior to a form of government election. If assistance is required by another community, members mayrespoid. .Presentation of Issues. Members may assist their governing body in the presentation of issues involved in referenda such as bond issues, annexations, and other matters that affect the government entity's operations and/or fiscal capacity. Personal Advocacy of Issues. Members share with their fellow citizens the right and responsibility to voice their opinion on public issues. Members may advocate for issues of personal interest only when doing so does not conflict with the performance of their official duties. Tenet 8. Make it a duty continually to improve the member's professional ability and to develop the competence of associates in the use of management techniques. GUIDELINES Self -Assessment Each member shouldassess his or her professional skills and abilities on a periodic basis, Professional Development. Each member should commit at least 40 hours per year to professional development activities that are based on the practices identified by the members of ICMA. Tenet 9. I{eep the community informed on local government affairs; encourage communication between the citizens and all local government officers; emphasize friendly and courteous service to the public; and .seek to improve the quality and image of public service. COPYRIGHT © 2017 BY THE INTERNATIONAL CITY/COUNTY MANAGEMENT ASSOCIATION. ALL RIGHTS RESERVED. Z Tenet 10. Resist any encroachment on professional responsibilities, believing the member should be free to carry out official policies without interference, and handle each problem without discrimination on the basis of principle and justice. GUIDELINE Information Sharing. The member should openly share information with the governing body while diligently carrying out the member's responsibilities as setforth in the charter or enabling legislation. Tenet 11. Handle all matters of personnel on the basis of merit so thatfairness and impartiality govern a member's decisions, pertaining to appointments, pay adjustments, promotions, and discipline. GUIDELINE Equal Opportunity. All decisions pertaining to appointments, pay adjustments, promotions, and discipline should prohibit discrimination because of race, color, religion, sex, national origin, sexual orientation, political affiliation, disability, age, or marital status. It should be the members' personal and professional responsibility to actively recruit and hire a diverse staff throughout their organizations. Tenet 12. Public office is a public trust. A member shall not leverage his or her position for personal gain or benefit. GUIDELINES Gifts. Members shall not directly or indirectly solicit, accept or receive any gift if it could reasonably be perceived or inferred that the gift was intended to influence them in theperformance of their official duties; or if the gift was intended to serve as a reward for any official action on their part. The term "Gift" includes but is not limited to services, travel, meals, gift cards, tickets, or other entertainment or hospitality. Gifts of money or loans from persons other than the local government jurisdiction pursuant to normal employment practices are not acceptable. Members should not accept any gift that could undermine public confidence. De minimus gifts may be accepted in circumstances that support the execution of the member's official ditties or serve a legitimate public purpose. In those cases, the member should determine a modest maximum dollar value based on guidance from the governing body or any applicable state or local law. The guideline is not intended to apply to normal social practices, not associated with the member's official duties, where gifts are exchanged among friends, associates and relatives. Investments in Conflict with Official Duties. Members should refrain from any investment activity which would compromise the impartial and objective performance of their duties. Members should not invest or bold any investment, directly or indirectly, in any financial business, commercial, or other private transaction that creates conflict of interest, in fact or appearance, with their official duties. In the case of real estate, the use of confidential information and Icnowledgeto further a member's personal interest isnot permitted. Purchases and sales which might be interpreted as speculation for quickprofit should be avoided (see the guideline, on "Confidential Information"). Because personal investments may appear to influence official actions and decisions, or create the appearance of impropriety, members should disclose or dispose of such investments prior to accepting a position in a local government. Should the conflict of interest arise during employment; the member should make full COPYRIGHT © 2017 BY THE INTERNATIONAL CITY/COUNTY MANAGEMENT ASSOCIATION. ALL RIGHTS RESERVED. 17 disclosure and/or recuse themselves prior to any official action by the governing body that may affect such investments. This guideline is not intended to prohibit a member from having or acquiring an interest in, or deriving a benefit from any investment when the interest or benefit is due to ownership by the member or the member's family of a de minimus percentage of a corporation traded on a recognized stock exchange even though the corporation or its subsidiaries may do business with the local government. Personal Relationships In any instance where there is a conflict of interest, appearance of a conflict of interest, or personal financial gain of a member by virtue of a relationship with any individual, spouse/parmer,.group, agency, vendor or other entity, the member shall disclose the relationship to the organization. For example, if the member has a relative that works for a developer doing business with the local government, that fact should be disclosed. Confidential Information, Members shall not disclose to others, or use to advance their personal interest, intellectual property, confidential information, or information that is not yet public knowledge, that has been acquired by them in the course of their official duties. Information that may be in the public domain or accessible by means of an open records request, is not confidential. Private Employment. Members should not engage in, solicit, negotiate for, or promise to accept private employment, nor should they render services for private interests or conduct a private business when such employment, service, or business creates a conflict with or impairs the proper discharge of their official duties. Teaching, lecturing, writing, or consulting are typical activities that may not involve conflict of interest, or impair the proper discharge of their official duties. Prior notification. of the appointing authority is appropriate in all cases of outside employment, Representation. Members should not represent any outside interest before any agency, whether public or private, except with the authorization of or at the direction of the appointing authority they serve, Endorsements. Members should not endorse commercial products or services by agreeing to use their photograph, endorsement, or quotation in paid or other commercial advertisements, marketing materials, social media, or other documents, whether the member is compensatedor not for the member's support. Members may, however, provide. verbal professional references as part of the dire diligence phase of competitive process or in response to a direct inquiry. Members may agree to endorse the following, provided they do not receive any compensation: (1) books or other publications; (2) professional development or educational services provided by nonprofit membership organizations or recognized educational institutions; (3) products and/or services in which the local government has a direct economic interest. Members' observations, opinions, and analyses of commercial products used or tested by their local governments are appropriate and useful to the profession when included as part of professional articles and reports. COPYRIGHT © 2017 BY THE INTERNATIONAL CITY/COUNTY MANAGEMENT ASSOCIATION. ALL RIGHTS RESERVED. 10 0 6 FIRST AMENDMENT TO CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND BILL R. MANIS AMENDMENT NO. I This First Amendment (the "First Amendment") is made and entered into effective May 9, 2017, by and between the City of Rosemead, California, a municipal corporation (the"City") and Bill R. Manis, an individual (the "City Manager"). The City and the City Manager are sometimes individually referred to as a `Party" and collectively as "Parties." RECITALS A. The Parties entered into an Employment Agreement (the "Agreement") on April 11, 2016. B. On July 12, 2016 the City Council approved an adjustment to employee benefits for the City Manager which resulted in a 2%increase to the City Manager's salary. C. Section 3 of the Agreement permits the City Council to conduct performance evaluations and grant increases in salary. D. Pursuant to Section 3 (a)(ii) of the Agreement, the City Council conducted the City Manager's performance evaluation. The City Manager received a "meets expectation" review with a 3.8 rating. E. The City Council desires to implement a 3% increase in the City Manager's annual salary to a total of$199,617.60. F. The Parties now desire to amend the Agreement to reflect the increase in the City Manager's annual salary. OPERATIVE PROVISIONS 1. AMENDMENT Section 3 (a)(i)(1)of the Agreement is hereby amended to read as follows: The annual salary for the position of City Manager shall be$199,617.60. 2. REMAINDER UNCHANGED Except as specifically modified and amended in this First Amendment, the Agreement remains in full force and effect and binding upon the parties. 3. INTEGRATION This First Amendment constitutes the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect 1 to all or any part of the transaction discussed in this First Amendment. 4. EFFECTIVE DATE This First Amendment shall not become effective until the date it has been formally approved by the City Council and executed by the Parties. 5. APPLICABLE LAW The laws of the State of California shall govern the interpretation and enforcement of this First Amendment. 6. REFERENCES All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this First Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this First Amendment. IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date first indicated above. City City Manager CITY OF ROSEMEAD Bill R. Manis A Municipal Corporation An Individual By: ,.SSI. 1/. ^r-rTh Polly LAG{'i Bill R. Manns Mayor City Manager ATTEST: By: ��I'i�► Marc Donohue City Clerk APPROYED 1' FORM: By: Rachel H. Richman City Attorney 2 CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND BILL R. MANIS This Employment Agreement (the "Agreement ") is made and entered into effective April 11, 2016 by and between the City of Rosemead, California, a municipal corporation (the "City ") and Bill R. Manis, an individual (the "City Manager "). The City and the City Manager are sometimes individually referred to as a "Party" and collectively as "Parties." 1. RECITALS (a) The City requires the services of a City Manager. (b) The City Manager has the necessary education, experience, skills and expertise to serve as the City's City Manager. (c) The City Council of the City desires to employ the City Manager to serve as the City Manager of City. (d) The City Council of the City desires to provide certain benefits, establish certain conditions of employment and to set working conditions of City Manager. (e) The City Manager desires to accept at -will employment as City Manager of City. (f) In consideration of these Recitals and the performance by the Parties of the promises, covenants, and conditions herein contained, the Parties agree as provided in this Agreement. 2. EMPLOYMENT The City hereby employs the City Manager as its City Manager, and the City Manager hereby accepts such employment. (a) Period of Employment (i) Employee shall, following the assumption of the office of City Manager on April 25, 2016, remain as an exclusive employee of the City for an indefinite term subject to the provisions contained in this Agreement and the Rosemead Municipal Code concerning separation from service. Employee agrees not to accept, nor to become employed by any other employer until said termination date, unless said termination date is effected as hereinafter provided. (b) Medical Exam /Fitness For Duty Prior to assuming the office of City Manager on April 25, 2016, the City Manager shall successfully complete a medical /fitness for duty exam, the cost of which will be paid for by the City. 3. COMPENSATION The City agrees to provide the following compensation to the City Manager during the term of the Agreement: (a) Compensation (i) Base Salary (1) The annual salary for the position of City Manager shall initially be $190,000.00. (2) The City Manager shall be paid at the same intervals and in the same manner as regular City employees. (3) Whenever a cost of living adjustment or other nonmerit based pay increase is provided to other City employees, the City Council shall meet to determine whether it is reasonable and appropriate to provide a similar adjustment or increase to City Manager's Base Salary. In the event such a cost of living adjustment or other non- merit based pay increase is provided to other City employees, it shall be the City Manager's responsibility to coordinate with the Mayor to place the consideration of a similar adjustment or increase on the agenda of a regular City Council meeting. (ii) Performance Evaluation The City Council will review and evaluate the performance of the City Manager on an annual basis or more frequently if the Council so desires. Failure of the City Council to provide a performance evaluation shall not limit the City's ability to terminate this Agreement pursuant to the terms set forth herein. Review and evaluation shall be in accordance with such criteria as the parties may jointly agree upon, but which the parties contemplate will include mutually agreed upon performance goals for the City Manager and City Council goals, priorities, activities and programs for the City. (b) Bonding The City shall bear the full cost of any fidelity or other bonds required of the City Manager under any law or ordinance. (c) Benefits To the extent benefits are not specifically addressed in the Agreement, the City Manager shall receive the benefits set forth and attached hereto as Exhibit A, the City of Rosemead Benefits Summary - Management Service Unit, which may be modified from time to time at the discretion of the City Council. In the event there are amendments to the Management Service Group's Benefits made by the City Council, it shall be the City Manager's responsibility to coordinate with the Mayor to place the consideration of a similar adjustment or increase on the agenda of a regular City Council meeting. (d) Car Allowance City Manager is entitled to a $600 monthly car allowance or use of a City vehicle. (e) Vacation and Sick Leave Accrual (i) City Manager shall start employment with a bank of 80 hours of vacation and thereafter accrue vacation at a rate of 160 hours per year or 6.15 hours per pay period. (ii) City Manager shall start employment with a one -time bank of 80 hours of sick leave at the start of employment. (f) Professional Activities and Conferences The City Council desires the City Manager to be reasonably active in professional organizations that will contribute to the City Manager's professional development and standing and that will contribute to the advancement of the City's interests and standing. To that end the City Council will pay for the membership in and attendance of conferences for the following organizations ICMA, ICSC, CALED, California League of Cities. City Manager may request additional memberships and attendance subject to approval by the City Council. (g) Reimbursement The City shall reimburse the City Manager for reasonable and necessary travel costs, subsistence and other business expenses incurred by the City Manager in the performance of his duties including attendance at conferences. (h) Resignation/Retirement The City Manager may resign at any time and agrees to give the City at least 45 days advance written notice of the effective date of the City Manager's resignation, unless the Parties otherwise agree in writing. (i) Termination & Removal (i) The City Manager is an at -will employee and serves at the pleasure of the City Council. Nothing in this agreement shall prevent the City Council from terminating this Agreement and the services of the City Manager at its sole discretion. (ii) Except as is provided in section 4(b)(iii) below, the City Council may remove the City Manager at any time, with or without cause, by a majority vote of its members. Notice of termination shall be provided to the City Manager in writing. (iii) In accordance with section 2.08.050 of the City of Rosemead Municipal Code, as may be modified from time to time, the City Manager shall not be removed from office during or within a period of ninety (90) days next succeeding any general municipal election held in the City at which election a member of the City Council is elected; the purpose of this provision is to allow any newly elected member of the City Council or a reorganized City Council to observe the actions and ability of the City Manager in the performance of the powers and duties of his or her office. (iv) Given the at -will nature of the position of City Manager, an important element of the employment agreement pertains to termination. It is in both the City's interest and that of the City Manager that any separation of the City Manager is done in a businesslike manner. 0) Severance Pay (i) In the event the City Manager is terminated by the City Council without cause during such time that the City Manager is willing and able to perform the City Manager's duties under this Agreement, then in that event the City agrees to continue to compensate the City Manager at his then current rate of pay, as severance pay, for a total of six months, including all benefits and accrued leaves. (ii) In exchange for the Severance Pay, the City Manager hereby expressly waives any right be may have under any applicable law, City policy, or otherwise to appeal or grieve his termination and the terms of the Agreement. (iii) The above severance provisions are intended to comply with the in provisions of Government Code section 53260 et. seq. Any severance payment under this Agreement is also subject to the forfeiture or repayment provision of Government Code section 53243 et. seq. (lc) Separation for Cause (i) Notwithstanding the provisions of Section 4(c), the City Manager may be terminated for cause. As used in this section, "cause" shall include but not be limited to the following: theft or attempted theft; dishonesty; willful or persistent material breach of City Manager's duties; repeated and protracted unexcused absences from the City Manager's office; engaging in unlawful discrimination or harassment of employees or any third party while on City premises or time; conviction of a felony; and engaging in conduct tending to bring embarrassment or disrepute to the City. (ii) In the event the City terminates the City Manager for cause, except as set forth in section 4(b)(iii) above, the City may terminate this Agreement immediately, and the City Manager shall be entitled to only the compensation accrued up to the date of termination, payments required by Section 4(e) below, and such other termination benefits and payments as may be required by law. In this circumstance, the City Manager shall not be entitled to any severance benefits provided by Section 4(c). (1) Payment for Unused Leave Balance (i) On separation from City employment, the City Manager shall be paid for all unused accrued leave allowances provided in Exhibit A, in accordance with City policy or as required by law. (ii) In the event the City Manager dies while employed by the City under this Agreement, the City Manager's beneficiaries or those entitled to the City Manager's estate shall be entitled to the City Manager's earned salary and any in -lieu payments for accrued benefits, including compensation for the value of all accrued leave balances provided in Exhibit A, in accordance with City policy or as required by law. (iii) Notwithstanding the above, sick leave balance will be forfeited and will not be paid out at the termination (voluntary /involuntarily) of employment. 4. DUTIES AND RESPONSIBILITIES (a) Duties & Authority (i) The City Manager shall be the chief executive officer of the City and be responsible to the City Council for the proper administration of all affairs of the City. The City Manager shall also serve as the chief executive officer of the Rosemead Community Development Commission, the Successor Agency to the Rosemead Community Development Commission, the Rosemead Housing Development Corporation and the Rosemead Housing Authority, unless the boards of such entities shall select other personnel for such duties. City Manager agrees that the salary and benefits provided pursuant to this Agreement represents the full compensation to be paid to City Manager for performance of all duties as the City's City Manager, as well as for performance of all duties required of the chief executive officer of the above identified entities. (ii) The City Manager shall perform all of the duties of the City Manager as set forth in Section 2.08 of the Rosemead Municipal Code and as may be modified from time to time, the California Government Code, and City policies and procedures approved by the City Council, as may be provided from time to time. (b) ICMA Code of Ethics (i) The Parties acknowledge that the City Manager is a member of the International City Management Association ( "ICMA "). The Parties mutually desire that the City Manager be subject to and comply with the ICMA Code of Ethics (Exhibit B). (ii) The City Manager commits to comply with the ICMA Code of Ethics. 5. MISCELLANEOUS PROVISIONS (a) Amendments This Agreement may be amended at any time by mutual agreement of the City and the City Manager. Any amendments are to be negotiated, put in writing, and adopted by the City Council. (b) Conflict of Interest (i) The City Manager shall not engage in any business or transaction or shall have a financial or other personal interest or association, direct or indirect, which is in conflict with the proper discharge of official duties or would tend to impair independence of judgment or action in the performance of official duties. Personal as distinguished from financial interest includes an interest arising from blood or marriage relationships or close business, personal, or political associations. This section shall not serve to prohibit independent acts or other forms of enterprise during those hours not covered by active City employment, providing such acts do not constitute a conflict of interest as defined herein. (ii) The City Manager shall also be subject to the conflict of interest provisions of the California Government Code and any conflict of interest code applicable to the City Manager's City employment. (iii) The City Manager is responsible for submitting to the City Clerk the appropriate Conflict of Interest Statements at the time of appointment, annually thereafter, and at the time of separation from the position. (c) Proprietary Information "Proprietary Information" is all information and any idea pertaining in any manner to the business of City (or any City affiliate), its employees, clients, consultants, or business associates, which was produced by any employee of City in the course of his or her employment or otherwise produced or acquired by or on behalf of City. Proprietary Information shall include, without limitation, trade secrets, product ideas, inventions, processes, formulae, data, know -how, software and other computer programs, copyrightable material, marketing plans, strategies, sales, financial reports, forecasts, and customer lists. All Proprietary Information not generally known outside of City's organization, and all Proprietary Information so known only through improper means, shall be deemed "Confidential Information." During his employment by City, City Manager shall use Proprietary Information, and shall disclose Confidential Information, only for the benefit of City and as is or may be necessary to perform his job responsibilities under this Agreement. Following termination, City Manager shall not use any Proprietary Information and shall not disclose any Confidential Information, except with the express written consent of City. City Manager's obligations under this Section shall survive the termination of his employment and the expiration of this Agreement. (d) Indemnification Subject to, in accordance with, and to the extent provided by the California Tort Claims Act [Government Code Section 810 et seq.], the City will indemnify, defend, and hold the City Manager harmless from and against any action, demand, suit, monetary judgment or other legal or administrative proceeding, and any liability, injury, loss or other damages, arising out of any act or omission occurring during City Manager's tenure as City Manager. (e) Severability If any clause, sentence, part, section, or portion of this Agreement is found by a court of competent jurisdiction or arbitrator to be invalid, illegal, void or unenforceable, such clause, sentence, part, section, or portion so found shall be regarded as though it were not part of this Agreement and the remaining parts of this Agreement shall be fully binding and enforceable by the Parties hereto. (t) Laws Affecting Title In addition to those laws affecting a City Manager, the City Manager shall have the same powers, rights and responsibilities as a Chief Executive Officer, City Administrative Officer, Administrator, and /or City Administrator as those term, are used in local, state or federal laws. (g) Jurisdiction and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, and the Parties agree that venue shall be proper only in Los Angeles County, State of California. (h) Integration This Agreement is intended to be the final, complete, and exclusive statement of the terms of the City Manager's employment by City. This Agreement supersedes all other prior and contemporaneous agreements and statements, whether written or oral, express or implied, pertaining in any manner to the employment of City Manager, and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements. This Agreement represents the entire agreement of the Parties, and no representations have been made or relied upon except as set forth herein. (i) Notice All notices, requests, demands and other communications under this Agreement shall be in writing and shall be effective upon delivery by hand or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to City at the address below, and or at the last known address maintained in the City Manager's personnel file. City Manager agrees to notify City in writing of any change in his address during his employment with City. Notice of change of address shall be effective only when accomplished in accordance with this Section. (1) If to the City: Rosemead City Hall 8838 East Valley Boulevard Rosemead, CA 91770 ATTN: Mayor & City Council (2) If to the City Manager: Bill R. Manis [Address on file at City Hall] (j) Assignment City Manager shall not assign any rights or obligations under this Agreement. City may, upon prior written notice to City Manager, assign its rights and obligations hereunder. (k) Attorney's Fees In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. (1) Interpretation This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any Party. By way of example and not in limitation, this Agreement shall not be construed in favor of the Party receiving a benefit nor against the party responsible for any particular language in this Agreement. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the City Council and City Manager and by no other means. Each Party waives their future right to claim, contest or assert that this Agreement was modified, cancelled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. (m) Acknowledgment City Manager acknowledges that he has had the opportunity to consult legal counsel in regard to this Agreement, that he has read and understands this Agreement, that he is fully aware of its legal effect, and that he has entered into it freely and voluntarily and based on his own judgment and not on any representations or promises other than those contained in this Agreement. [signatures on following page] IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date first indicated above. City CITY OF ROSEMEAD A Municipal Corporation City Manager Bill R. Manis An Individual By: F l t r <vu L. _r Margate Clark Mayor ATTES'�i.- /// % By: Caro ` owley Interim City Clerk APPROVED AS By: I Rachel H. Richman ` City Attorney Bill R. Manis 10 4 EXHIBIT A CITY OF ROSEMEAD BENEFITS SUMMARY MANAGEMENT GROUP RETIREMENT MEMBERSHIP ➢ Membership in the California Public Employees' Retirement System (CaIPERS). ➢ Participates in Social Security system. Classic CAPERS Members: ➢ 2% @ 55 formula ➢ Single highest year calculation ➢ Employee to pay 7% employee's contribution towards CAPERS by January 1, 2018. Starting July 1, 2014 the City implemented a 2% payroll deduction for the employee contribution rate over the next 4 years. In consideration of the employee payroll deduction, employees will receive a 2% increase in pay each fiscal year until the 7% payroll deduction is offset. Non - Classic CAPERS Members: ➢ 2% @ 62 formula ➢ Highest average annual pensionable compensation during a period of at least 36 months ➢ Must pay 50% of total normal cost as employee contribution rate ➢ 6.25% employee share towards CalPERS ADMINISTRATIVE LEAVE ➢ Allocated an allotment of 80 hours per year ➢ Any unused hours will be forfeited by December 31 of the calendar year ➢ Limited to no more than one (1) day /shift intervals /increments ➢ Cannot supplant /combine with vacation leave. Only exception will be from Christmas to New Year's Day when non - essential City services and facilities will be closed. HOLIDAYS — (9 Days) New Year's Day Labor Day Martin Luther King Jr. Veteran's Day Presidents Day Thanksgiving Day Memorial Day Christmas Day Independence Day FLOATING HOLIDAYS ➢ 2 days (20 hours) of floating holidays per calendar year ➢ Any unused hours will be forfeited by the end of the calendar year HEALTH, DENTAL & VISION PLANS ➢ Benefit allowance of $1 per month to be used towards employee, spouse, and dependents ➢ CalPERS Medical Plans ➢ Ameritas Dental Plan ➢ VSP Vision Plan ➢ Any unused balance can be put into a deferred compensation plan or taken as a taxable cash disbursement TELECOMMUNICATIONS ➢ One -time reimbursement amount of no more than $300 every other calendar year for equipment. ➢ Receipts must be submitted to be eligible for this reimbursement. ➢ Reimbursement of up to $150 per month for applicable technology costs such as a voice and data plan. Receipts must be submitted to be eligible for this reimbursement. SICK LEAVE ➢ Accruable —10 hours per month ➢ Employees may begin taking accrued sick leave after 30 days of employment ➢ 120 hours paid sick leave per year ➢ New Employees may transfer up to 200 hours of uncompensated sick leave from previous employer ➢ Any unused hours will be forfeited and will not be paid upon termination (voluntary /involuntary) ➢ Accumulated unused sick leave hours may be added as service credit upon retirement VACATION ➢ Employees may begin taking accrued vacation after 6 months ➢ 100 — 160 hours of annual vacation accrual, depending on years of service �fe�rsof S�rtr�ce.,..,,, �erYear Up to year 1 100 1 -13 140 13+ 160 ➢ Once per calendar year, City may buyback up to 40 hours (1 week) of accumulated unused vacation time BEREAVEMENT LEAVE Employees entitled to 4 paid days off per incident in the event of the death of an immediate family member JURY LEAVE Jury service fees must be provided to the Finance Department to be compensated up to 80 -hours BILINGUAL PAY Eligible and qualifying Employees shall receive a bilingual stipend of $75 per month for one of the following recognized languages: Cantonese, Mandarin, Spanish, or Vietnamese. LIFE & ACCIDENTAL DEATH & DISMEMBERMENT INS. $100,000 SHORT TERM DISABILITY (STD) ➢ 66.67% of base salary with 15 -day waiting period ➢ Maximum disability benefit amount up to $1,848 per week until medically able to return to work, or begin utilizing LTD, or until the age of 65 LONG TERM DISABILITY (LTD) ➢ 66.67% of base salary with 90 -day waiting period ➢ Maximum disability benefit amount up to $8,000 per month until medically able to return to work or until the age of 65 DEFERRED COMPENSATION- 457 PLAN Income may be deferred through the ICMA -RC, 457 Deferred Compensation Plan which allows you to make contributions through a supplemental retirement savings program FLEXIBLE BENEFIT PLAN (FSA — SECTION 125) Allows Employees to pay for child care, adoption, and unreimbursed medical and insurance premium expenses with pre -tax dollars FLEXIBLE SCHEDULING Depending on assignment, an alternate work schedule may be arranged with Department Director approval. Any prolonged telecommuting arrangement must be approved by the City Manager. AMOEBA FLEX WEEKS Based on economic or business necessity, employees are required to work special events with the ability to "flex" their hours to meet the human resources demands of the City's special events which include: ➢ 0 of July Parade /Carnival /Fireworks Show ➢ Fall Fiesta If an unscheduled event arises, the City Manager has the authority to implement an Amoeba Flex Week. The "flexing" of hours must fall within the same work period of the special event. MERIT BASED COMPENSATION SYSTEM Employee will receive salary increases of 0 % -5% within their salary ranges based on merit through his /her annual performance evaluation rating Qver�l�ahng ,. PeE�Ce�ifage�j Unsatisfactory 0% Needs Development 0% Meets Expectations 2 % -3% Exceed Expectations 4% Substantially Exceeds 5% Expectations WELLNESS PROGRAM The City provides the Wellness Reimbursement Program at $300 per fiscal year EMPLOYEE ASSISTANCE PROGRAM (EAP) Magellan Health — health & wellness assistance COMPUTER PURCHASE PROGRAM The City will finance $500 — $2,000 at 0% interest per eligible Employee after the completion of six month probationary period. CREDIT UNION /BANK & DIRECT DEPOSIT F &A Federal Credit Union or Bank of the West with optional participation in direct deposit WORK -LIFE BALANCE ➢ 4/10 work schedule ➢ Flexible scheduling upon Department Director and City Managers approval which may include utilizing flextime Exhibit B ICMA Code of Ethics with Guidelines The ICMA Code of Ethics was adopted by the ICMA membership in 1924, and most recently amended by the membership in April 2015. The Guidelines for the Code were adopted by the ICMA Executive Board in 1972 and most recently revised in June 2015. The mission of ICMA is to create excellence in local governance by developing and fostering professional local government management worldwide. To further this mission, certain principles, as enforced bythe Rules of Procedure, shall govern the conduct of every member of ICMA, who shall: Tenet 1. Be dedicated to the concepts of effective and democratic local: government by responsible elected officials and believe that professional general management is essential to the achievement of this objective. Tenet 2. Affirm the dignity and worth of the services rendered by government and maintain a constructive, creative, and practical attitude toward local government affairs and a deep sense of social responsibility as atrusted public servant. GUIDE ANE Advice to Officials of Other. Local Governments. When members advise and respond to inquiries from elected or appointed officials of other local governments, they should inform the administrators of those communities -. Tenet 3. Be dedicated to the highest ideals of honor and integrity in all public and personal relationships in order that the member may merit the respect and confidence of the elected officials, of other officials and employees, and of the public. GUIDELINES Public Confidence. Members should conduct themselves so as to maintain public confidence in their profession, their local government, and in their performance of the public trust Impression of Influence. Members should conduct their official and personal affairs in such amanner as to give the clear impression that they cannot be improperly influenced in the performance of their official duties. Appointment Commitment Members who accept an appointment to a position should not fail to report for that position. This does not preclude the possibility of a member considering several offers or seeking several positions at the same time, but once a bona fide offer of a position has been accepted, that commitment should be honored. Oral acceptance of an employment offer is considered binding unless the employermakes fundamental changes in terms of employment. Credentials. An application for employment or for ICMA's Voluntary Credentialing Program should be complete and accurate as to all pertinent details of education, experience, and personal history. Members should recognize that both omissions and inaccuracies must be avoided. COPYRIGHT©2O1513Y THE INTERNATIONAL CITY /COUNTYMANAGEMENT ASSOCIATION. ALLRIGHTS RESERVED. 14 Professional Respect. Members seeking a management position should show professional respect for persons formerly holding the position or for others who might be applying for the same position. Professional respect does not preclude honest differences of opinion; it does preclude attaching a person's motives or integrity in order to be appointed to a position. Reporting Ethics Violations. When becoming aware of a possible violation of the ICMA Code of Ethics, members are encouraged to report the matter to ICMA. In reporting the matter, members may choose to go on record as the complainant or reportthe matter on a confidential basis. Confidentiality. Members should not discuss or divulge information with anyone about pending or completed ethics cases, except as specifically authorized by the Rules of Procedure for Enforcement of the Code of Ethics. Seeking E=Ioyment. Members should not seek employment for a position having an incumbent administrator who has not resigned or been officially informed that his or her services are to be terminated. Tenet 4. Recognize that the chief function of local government at all times is to serve the best interests of all of the people. GIRDG[,I NCE Length of Service. A miniinum of two years generally is considered necessary in order to render a professional service to the local government. A short tenure should be the exception rather than a recurring experience. However, under special circumstances; it may be in the best interests of the local government and the member to separate in shorter time. Examples of such circumstances would include refusal of the appointing authority to honor commitments concerning conditions of employment, a vote of no confidence in the member, or severe personal problems. It is the responsibility of an applicant for a position to ascertain conditions of employment. Inadequately determining terms of employment prior to arrival does not justify premature termination. Tenet 5. Submit policy proposals to elected officials; provide them with facts and advice on matters of policy as a basis for malting decisions and setting community goals; and uphold and implement local government policies adopted by elected officials. C1HD €3IANE Conflicting Roles. Members who serve multiple roles - working as both city attorney and city manager for the same community, for example - should avoid participating in matters that create the appearance of a conflict of interest. They should disclose the potential conflict to the governing body so that other opinions may be solicited. Tenet 6, Recognize that elected representatives of the, people are entitled to the credit for the establishment of local government policies; responsibility for policy execution rests with the members. COPYRIGHT © 2015 BY THE INTERNATIONAL CITY /COUNTY MANAGEMENT ASSOCIATION. ALL RIGHTS RESERVED. 15 Tenet 7. Refrain from all political activities which undermine public confidence in professional administrators. Refrain from participation in the election of the members of the employing legislative body. GINDELINES Elections of the Governing Body. Members should maintain a reputation for serving equally and impartially all members of the governing body of the local government they serve, regardless of party. To this end, they should not participate in an election campaign on Behalf of or in opposition to candidates for the governing body. Elections of Elected Executives. Members shall not participate in the election campaign of any candidate for mayor or elected county executive. Running for Office. Members shall not run for elected office or become involved in political activities related to running for elected office, or accept appointment to an elected office. They shall not seek political endorsements, financial contributions or engage in other campaign activities. Elections. Members share with their fellow citizens the right and responsibility to vote. However, in order not to impair their effectiveness on behalf of the local governments they serve, they shall not participate in political activities to support the candidacy of individuals running for any city, county, special district, school state or federal offices. Specifically, they shall not endorse candidates, make financial contributions, sign or circulate petitions or participate in fund- raising activities for individuals seeking or holding elected office. Elections relating to the Form of Government. Members may assist in preparing and presenting materials that explain the form of government to the public prior to a form of government election. If assistance is required by another community, members mayrespond. Presentation of Issues. Members may assist their governing body in the presentation of issues involved in referenda such as bond issues, annexations, and other matters that affect the government entity's operations and /or fiscal capacity. Personal Advocacy of Issues. Members shame with their fellow citizens the right and responsibility to voice their opinion on public issues. Members may advocate for issues of personal interest only when doing so does not conflict with the performance of their official duties. Tenet 8. Make it a duty continually to improve the member's professional ability and to develop the competence of associates in the use of management techniques. GUIDELINES Self- Assessment Each member should assess his or her professional skills and abilities on a periodic basis. Professional Development. Each member should commit at least 40 hours peryearto professional development activities that are based on the practices identified by the members of ICMA. Tenet 9. Keep the community informed on local government affairs; encourage communication between the citizens and all local government officers; emphasize friendly and courteous service to the public; and seek to improve the quality and image of public service. _ . M . COPYRIGHT ©2015 BY THE INTERNATIONAL CITY /COUNTY ANAGEMENT ASSOCIATION. ALL RIGHTS RESERVED. IN Tenet 10. Resist any encroachment on professional responsibilities, believing the member should be free to carry out official policies without interference, and handle each problem without discrimination on the basis of principle and justice, GIIIDELINr Information Sharing: The member should openly share information with the governing bodywhile diligently carrying out the member's responsibilities as set forth in the charter or enabling legislation. Tenet 11. Handle all matters of personnel on the basis of merit so thatfairness and impartiality govern a member's decisions, pertaining to appointments, pay adjustments, promotions, and discipline. (,tllt7I.L1NIs Equal Opportunity. All decisions pertaining to appointments, pay adjustments, promotions, and discipline should prohibit discrimination because of race, color, religion, sex; national origin, sexual orientation, political affiliation, disability, age, or marital status. It should be the members` personal and professional responsibility to actively recruit and hire a diverse staff throughout their organizations. Tenet 12. Public office is a public trust. A member shall not leverage his or her position for personal gain or benefit. GUIDELINE'S Gifts. Members shall not directly or indirectly solicit, accept or receive any gift if it could reasonably be perceived or inferred that the gift was intended to influence them in the performance of their official duties; or if the gift was intended to serve as areward for any official action on their part. The term "Gift" includes but is not limited to services travel, meals, gift cards, tickets, or other entertainment or hospitality. Gifts of money or loans from persons other than the local goverment jurisdiction pursuant to normal employment practices are not acceptable. Members should not accept any gift that could undermine public confidence. He minimus gifts may be accepted in circumstances that support the execution of the member's official duties or serve a legitimate public purpose. In those cases, the member should determine a modest maximum dollar value based on guidance from the governing body or any applicable state or local law. The guideline is not intended to apply to normal social practices, not associated with the member's official duties, where gifts are exchanged among friends, associates and relatives. Investments in Conflict with Official Duties. Members should refrain from any investment activity which would compromise the impartial and objective performance of their duties. Members should not invest or hold any investment, directly or indirectly, in any financial business, commercial, or other private transaction that creates a conflict of interest, in factor appearance, with their official duties, In the case of real estate, the use of confidential information and knowledge to further a member's personal interest is not permitted. Purchases and sales which might be interpreted as speculation for quick profit should be avoided (see the guideline on "Confidential information'). Because personal investments may appear to influence official actions and decisions, or create the appearance of impropriety, members should disclose or dispose of such investments prior to accepting a position in a COPYRIGHT .© 2015 BY THE INTERNATIONAL CITY /COUNTY MANAGEMENT ASSOCIATION. ALL RIGHTS RESERVED. 17 local government. Should the conflict of interest arise during employment, the member should make full disclosure and /or recuse themselves prior to any official action by the governing body that may affect such investments. This guideline is not intended to prohibit a member from having or acquiring an interestin, or deriving a benefit from.any investment when the interest or benefit is due to ownership by the member or the member's family of de mimmus percentage of a corporation traded on a recognized stock exchange even though the corporation or its subsidiaries may do business with the local government. Personal Relationships. Member should disclose any personal relationship to the governing body in any instance where there could be the appearance of a conflict of interest. For example,: if the manager's spouse works for a developer doing business with the local government, that fact should be disclosed. Confidential information Members shall not disclose to others, or use to advance their personal interest, intellectual property, confidential information, or information that is notyet public knowledge, that has been acquired by them in the course of their official duties. Information that may be in the public domain or accessible b means of an open records request, is not confidential. Private Employment. Members should not engage in, solicit, negotiate for, or promise to acceptprivate employment, nor should they render services for private interests or conduct a private business when such employment, service, or business creates a conflictwith or impairs the proper discharge of their official duties. Teaching, lecturing, writing, or consulting are typical activities that may not involve conflict of interest, or impair the proper discharge of their official duties. Prior notification of the appointing authority is appropriate in all cases of outside employment. Representation. Members should not represent any outside interest before any agency, whether public or private, except with the authorization of or at the direction of the appointing authority they serve. Endorsements. Members should not endorse commercial products or services by agreeing to use their photograph, endorsement, or quotation in paid or other commercial advertisements, marketing materials, social media, or other documents, whether the member is compensated or notfor the member's support. Members may, however, provide verbal professional references as part of the due diligence phase of competitive process or in response to a direct inquiry. Members may agree to endorse the following, provided they do not receive any compensation: (1) books or other publications; (2) professional development or educational services provided by nonprofit membership organizations or recognized educational institutions; (3) products and /or services in which the local government has a direct economic interest. Members' observations, opinions, and analyses of commercial products used or tested by their local governments are appropriate and useful to the profession when included as part of professional articles and reports. COPYRIGHT© 2015 BY THE INTERNATIONAL CITY /COUNTY MANAGEMENT ASSOCIATION. ALL RIGHTS RESERVED. In 0 CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND JEFFRY B. ALLRED This Employment Agreement (the "Agreement ") is made and entered into effective May 12, 2009 by and between the City of Rosemead, California, a municipal corporation (the "City ") and Jeffry B. Allred, an individual (the "City Manager "). The City and the City Manager are sometimes individually referred to as a "Party" and collectively as "Parties." 1. RECITALS (a) The City requires the services of a City Manager. (b) The City Manager has the necessary education, experience, skills and expertise to serve as the City's City Manager. (c) The City Council of the City desires to employ the City Manager to serve as the City Manager of City. (d) The City Council of the City desires to provide certain benefits, establish certain conditions of employment and to set working conditions of City Manager. (e) The City Manager desires to accept at -will employment as City Manager of City. (f) In consideration of these Recitals and the performance by the Parties of the promises, covenants, and conditions herein contained, the Parties agree as provided in this Agreement. 2. EMPLOYMENT The City hereby employs the City Manager as its City Manager, and the City Manager hereby accepts such employment. (a) Period of Employment (i) Employee shall, following the assumption of the office of City Manager on June 15, 2009, remain in the exclusive employ of the City for an indefinite term subject to the provisions contained in this Agreement and the Rosemead Municipal Code concerning separation from service. Employee agrees not to accept, nor to become employed by any other employer until said termination date, unless said termination date is effected as hereinafter provided. Page I of 1 I LA #4830.1917-6963 v I 0 0 (b) Medical Exam/Fitness For Duty Prior to assuming the office of City Manager on June 15, 2009, the City Manager shall successfully complete a nledical/fitness for duty exam, the cost of which will be paid for by the City. 3. COMPENSATION The City agrees to provide the following compensation to the City Manager during the term of the Agreement: (a) Compensation (i) Base Salary (1) The annual salary for the position of City Manager shall initially be $175,000.00. (2) The City Manager shall be paid at the same intervals and in the same manner as regular City employees. (3) The City Manager's salary shall be increased commensurate with the percentage increase approved by the City Council for other City Department Heads. (ii) Performance Evaluation The City Council will review and evaluate the performance of the City Manager from time to time. Failure of the City Council to provide a performance evaluation shall not limit the City's ability to terminate this Agreement pursuant to the terns set forth herein. (b) Bonding The City shall bear the full cost of any fidelity or other bonds required of the City Manager under any law or ordinance. (c) Benefits The City Manager shall receive the benefits set forth and attached hereto as Exhibit A, the City of Rosemead Benefits Summary - Executive Management Team Members, which may be modified from time to time at the discretion of the City Council. Page 2 oil I LA 04830-1917-6963 v1 0 0 (d) Reimbursement The City shall reimburse the City Manager for reasonable and necessary travel, subsistence and other business expenses incurred by the City Manager in the performance of his duties. 4. SEPARATION (a) Resignation /Retirement The City Manager may resign at any time and agrees to give the City at least 45 days advance written notice of the effective date of the City Manager's resignation, unless the Parties otherwise agree in writing. (b) Termination & Removal (i) The City Manager is an at -will employee and serves at the pleasure of the City Council. (ii) Except as is provided in section 4(b)(iii) below, the City Council may remove the City Manager at any time, with or without cause, by a majority vote of its members. Notice of termination shall be provided to the City Manager in writing. Termination as used in this agreement shall also include requests that the City Manager resign, a reduction in salary or other financial benefits of the City Manager (including a general City Management salary reduction), a material reduction in the powers and authority of the City Manager, or the elimination of the City Manager's position. Any such notice of termination or act constituting termination shall be given at or effectuated at a duly noticed regular meeting of the City Council. (iii) In accordance with section 2.08.060 of the City of Rosemead Municipal Code, as may be modified from time to time, the City Manager shall not be removed from office during or within a period of ninety (90) days next succeeding any general municipal election held in the City at which election a member of the City Council is elected; the purpose of this provision is to allow any newly elected member of the City Council or a reorganized City Council to observe the actions and ability of the City Manager in the performance of the powers and duties of his or her office. (iv) Given the at -will nature of the position of City Manager, an important element of the employment agreement pertains to termination. It is in both the City's interest and that of the City Manager that any separation of the City Manager is done in a businesslike manner. Page 3 of I I LA M30- 1917-6963 v 0 0 (c) Severance Pay (i) In the event the City Manager is terminated by the City Council during such time that the City Manager is willing and able to perform the City Manager's duties under this Agreement, then in that event the City agrees to continue to compensate the City Manager at his then current rate of pay, as severance pay, for a total of six months, including all benefits and accrued leaves. (ii) Commencing on June 15, 2010, the City Manager shall accrue an additional one (1) month of severance pay, and an additional one (1) month of severance pay every June 15 thereafter, up to a total of nine (9) months of severance pay. (d) Separation for Cause (i) Notwithstanding the provisions of Section 4(c), the City Manager may be terminated for cause. As used in this section, "cause" shall include but not be limited to the following: theft or attempted theft; dishonesty; willful or persistent material breach of City Manager's duties; repeated and protracted unexcused absences from the City Manager's office; engaging in unlawful discrimination or harassment of employees or any third party while on City premises or time; conviction of a felony; and engaging in conduct tending to bring embarrassment or disrepute to the City. (ii) In the event the City tenninates the City Manager for cause, except as set forth in section 4(b)(iii) above, the City may terminate this Agreement immediately, and the City Manager shall be entitled to only the compensation accrued up to the date of termination, payments required by Section 4(e) below, and such other termination benefits and payments as may be required by law. In this circumstance, the City Manager shall not be entitled to any severance benefits provided by Section 4(c). (e) Payment for Unused Leave Balance (i) On separation from City employment, the City Manager shall be paid for all unused accrued leave allowances provided in Exhibit A, in accordance with City policy or as required by law. (ii) In the event the City Manager dies while employed by the City under this Agreement, the City Manager's beneficiaries or those entitled to the City Manager's estate shall be entitled to the City Manager's earned salary and any in -lieu payments for accrued benefits, including compensation for the value of all accrued leave balances provided in Exhibit A, in accordance with City policy or as required by law. Page 4 of I I LA #4830- 1917-6963 v 0 0 5. DUTIES AND RESPONSIBILITIES (a) Duties & Authority (i) The City Manager shall be the chief executive officer of the City and be responsible to the City Council for the proper administration of all affairs of the City. The City Manager shall also serve as the chief executive officer of the Rosemead Community Development Commission and of the Rosemead Housing Authority, unless the boards of such entities shall select other personnel for such duties. City Manager agrees that the salary and benefits provided pursuant to this Agreement represents the full compensation to be paid to City Manager for performance of all duties as the City's City Manager, as well as for performance of all duties required of the chief executive officer of the above identified entities. (ii) The City Manager shall perform all of the duties of the City Manager as set forth in Section 2.08 of the Rosemead Municipal Code and as may be modified from time to time, the California Government Code, and City policies and procedures approved by the City Council, as may be provided from time to time. (b) ICMA Code of Ethics (i) The Parties acknowledge that the City Manager is a member of the International City Management Association ( "ICMA "). The Parties mutually desire that the City Manager be subject to and comply with the ICMA Code of Ethics (Exhibit B). (ii) The City Manager commits to comply with the ICMA Code of Ethics. 6. MISCELLANEOUS PROVISIONS (a) Amendments This Agreement may be amended at any time by mutual agreement of the City and the City Manager. Any amendments are to be negotiated, put in writing, and adopted by the City Council. (b) Conflict of Interest (i) The City Manager shall not engage in any business or transaction or shall have a financial or other personal interest or association, direct or indirect, which is in conflict with the proper discharge of official duties or would tend to impair independence of judgment or action in the performance of official duties. Personal as distinguished from financial interest includes an interest arising from blood or marriage relationships or close business, personal, or political associations. This section shall not serve to prohibit independent acts or other forms of enterprise during those hours not Page 5 of I I LA #4830- 1917-6963 v1 0 0 covered by active City employment, providing such acts do not constitute a conflict of interest as defined herein. (ii) The City Manager shall also be subject to the conflict of interest provisions of the California Government Code and any conflict of interest code applicable to the City Manager's City employment. (iii) The City.Manager is responsible for submitting to the City Clerk the appropriate Conflict of Interest Statements at the time of appointment, annually thereafter, and at the time of separation from the position. (c) Proprietary Information "Proprietary Information" is all information and any idea pertaining in any manner to the business of City (or any City affiliate), its employees, clients, consultants, or business associates, which was produced by any employee of City in the course of his or her employment or otherwise produced or acquired by or on behalf of City. Proprietary Information shall include, without limitation, trade secrets, product ideas, inventions, processes, formulae, data, know -how, software and other computer programs, copyrightable material, marketing plans, strategies, sales, financial reports, forecasts, and customer lists. All Proprietary Information not generally known outside of City's organization, and all Proprietary Information so known only through improper means, shall be deemed "Confidential Information." During his employment by City, City Manager shall use Proprietary Information, and shall disclose Confidential Information, only for the benefit of City and as is or may be necessary to perform his job responsibilities under this Agreement. Following termination, City Manager shall not use any Proprietary Information and shall not disclose any Confidential Information, except with the express written consent of City. City Manager's obligations under this Section shall survive the termination of his employment and the expiration of this Agreement. (d) Indemnification Subject to, in accordance with, and to the extent provided by the California Tort Claims Act [Government Code Section 810 et seq.], the City will indemnify, defend, and hold the City Manager harmless from and against any action, demand, suit, monetary judgment or other legal or administrative proceeding, and any liability, injury, loss or other damages, arising out of any act or omission occurring during City Manager's tenure as City Manager. (e) Sevcrability If any clause, sentence, part, section, or portion of this Agreement is found by a court of competent jurisdiction or arbitrator to be invalid, illegal, void or unenforceable, such clause, sentence, part, section, or portion so found shall be regarded as though it were not part of this Agreement and the remaining parts of this Agreement shall be fully binding and enforceable by the Parties hereto. Page of I I LA H4830- 1917-6963 vl 0 (f) Laws Affecting Title In addition to those laws affecting a City Manager, the City Manager shall have the same powers, rights and responsibilities as a Chief Executive Officer, City Administrative Officer, Administrator, and /or City Administrator as those terms are used in local, state or federal laws. (g) Jurisdiction and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, and the Parties agree that venue shall be proper only in Los Angeles County, State of California. (h) Integration This Agreement is intended to be the final, complete, and exclusive statement of the terms of the City Manager's employment by City. This Agreement supersedes all other prior and contemporaneous agreements and statements, whether written or oral, express or implied, pertaining in any manner to the employment of City Manager, and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements. This Agreement represents the entire agreement of the Parties, and no representations have been made or relied upon except as set forth herein. (i) Notice All notices, requests, demands and other communications under this Agreement shall be in writing and shall be effective upon delivery by hand or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to City at the address below, and or at the last known address maintained in the City Manager's personnel file. City Manager agrees to notify City in writing of any change in his address during his employment with City. Notice of change of address shall be effective only when accomplished in accordance with this Section. (1) If to the City: Rosemead City Hall 8838 East Valley Boulevard Rosemead, CA 91770 ATTN: Mayor & City Council (2) If to the City Manager: Jeffry B. Allred Page 7 of I I LA #4830-'1917-6963 v 0) Assignment City Manager shall not assign any rights or obligations under this Agreement. City may, upon prior written notice to City Manager, assign its rights and obligations hereunder. (k) Attorney's Fees In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. (1) Interpretation This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any Party. By way of example and not in limitation, this Agreement shall not be construed in favor of the Party receiving a benefit nor against the party responsible for any particular language in this Agreement. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the City Council and City Manager and by no other means. Each Party waives their future right to claim, contest or assert that this Agreement was modified, cancelled, - superseded or changed by any oral agreement, course of conduct, waiver or estoppel. (m) Acknowledgment Went City Manager acknowledges that he has had the opportunity to consult legal counsel in regard to this Agreement, that he has read and understands this Agreement, that he is fully aware of its legal effect, and that he has entered into freely and voluntarily and based on his own judgment and not on any representations or promises other than those contained in this Agreement. (continued on next page) Page 8 of I 1 LA #4830 -1917 -6963 0 0 0 EXECUTION IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date first indicated above. City CITY OF ROSEMEAD A Municipal Corporation Margar Clark Mayor ATTEST: By: oria Molleda City Clerk APPROVED AS TO FORM: By: 4&A� - os . Montaf Interim City Attorney Page 9 of I I LA #4830- 1917-6963 v City Manager Jeffry B. Allred An Individual z4omu Je y B. 1 re 7 CITY OF ROSEMEAD BENEFITS SUMMARY - EXECUTIVE MANAGEMENT TEAM MEMBERS RETIREMENT-PE : 8% Team member share paid by City 2.7% OO 55 formula • Single highest year calculation • PARS Retirement Supplement that can enhance the retirement benefit to 3% C 55 after 20 years • For eligible team members: Team member and spouse retiree medical benefits until Medicare eligible • Sick Leave Credit SICK LEAVE > Accruable - 4.62 hour per pay period > 120 hours of sick leave / year (New team members can bring up to 200 hours of sick leave provided that your former employer did not compensate you for those accruals. ) - > Team members may begin taking accrued sick leave after 30 days of employment ADMINISTRATIVE LEAVE > Up to 80 tours per year (Buyback up to 50% when 50% used) VACATION 100 - 160 hours of annual vacation accrual, depending on years of service (with vacation buyback program) > Team members may begin taking accrued vacation after six months on the job. Years of Service Hours Per Year 1 100 2- 13 140 14+ 160 HOLIDAYS - (9 Days) New Years Day Martin Luther King Jr. Presidents Day Memorial Day Independence Day Labor Day Veteran's Day Thanksgiving Day Christmas Day FLOATING HOLIDAYS - (2 Days) 2 Floating Hohdays per calendar year WORK -LIFE BALANCE 4/10 work schedule CAR ALLOWANCE $800 per month or city vehicle EXHIBIT A WELLNESS PROGRAM (FISCAL YEAR) The City will reimburse team members up to $500 /fiscal year towards the cost of engaging in a pre - approved wellness program. Team members are eligible for tuition reimbursement of up to $5,000 /fiscal year. Classes must be job related and approved by the City Managers Office. HEALTH. DENTAL & VISION PLANS > Benefit allowance of $1,600 /month > PERS Medical Plans > Ameritas Dental Man > VSP Vision Plan for team member and dependents > Any unused balance can be taken as cash back, applied to a deferred Compensation plan or used to pay for other city sponsored plans. LIFE INSURANCE > $100,000 SHORT TERM DISABILITY > $25- $1,848 /month > 15 -day wait period LONG TERM DISABILITY > $100- $8,000 /month until age 65 in an injury > 90 -day wait period DEFERRED COMPENSATION Income may be deferred through plan with ICMA. The City will contribute a percentage of team members salary to a deferred compensation account based on years of service in Rosemead. TEAM MEMBER ASSISTANCE PROGRAM Magellan Health - health & wellness assistance CREDIT UNION /BANK F & A Federal Credit Union or Bank of the West COMPUTER LOAN PROGRAM The City will finance a minimum of $500 and a maximum of $2,000 per eligible team member at 0% Interest 3/25/09 Page 10 of I I LA #4830- 1917 -6963 v LA P4830- 1917 -6963 vi 0 0 EXHIBIT B ICMA Code Of Ethics The ICMA Code of Ethics was adopted by the ICMA membership in 1926, end mast recently amended by the membership In May 1998. The nrassim of ICMA is or cattle ccchrroe In coal gmenanx by dwabptg and lostal pvlessoml lot'ol gnvrmrad menagnnend vyanro do. To ftstnar bas n usun, ¢vtah paaiplea, as wbrced by Pc Rhea a r,00mtM Nall govern tits cavlrl olevery morrow a ICMA, who shall'. R. des B, dedicated b ft cameps of eflodW and darwatic kcal gunatm nt W respaeble reacted offciare ad below dart Pmfesaaal garc21 fmragemM Is ezmhid to Pro eaievarea dtlaa obJ�ae. Z Affirm de dgnty and woM of ore ac lour mmared by g aravnq if and rratlan a ra,vudi , acaAa, and practical abGrrda or tcal grvcnmea adahs and a deep eema a social rwpowbaty w a bowed Ptfa .nett 1 nededknRa to Ile Mndpot68re arnrarard hadlet r aU nvi and mayn o t ft .. cp, tdrtkafblceof ft dwry wxdthe ft.. Ow andm aW anirNor MaltedoPre of elF¢' odrcieb tW argAayeea, coda IM pot 4 Roroghae t t br Chef ftnctbn d col gorewneta al ul timm IS to vow ea bal ttmrnre dad of m, bops. ti. Sw n1 pop/ proposals to a4ated arm als; po.de Ilan win cde and a Wm an rna W of (.airy m a tas's for aaMrg deckcns and eebto mwremly goat; and uptnld and inilemaa tool guemtent Pagdcs wbpa0 W Circled officials e. Romwizo that elected reposentow" a ba peape are, endued t' ft aadl Ira the tia a mtrit of lmw puwnlaanl Paths; neapanda9N for potty ®mcabn reds With ha rrrmters. Page 16 a 15 Page I I of I I T. Rehm from all logical ac&tes which udvmoe Viola oadslTea In pofesdmal edmracbatac Retrain ham podaapalon in fM electron a tia morrows d ti wrSbybg e. Marc d o otty mnontolly to mp r,e bte morrbeh paaasduad ebiby and to d Kioc tla oontirmnY of aGamaln In 11ra t. a murugcrtcri hrd nrgom 9. Kart, the wmradN HcmN an curl goverra:M allaft; enrauage con nr,noaNm between dr abxra and al rxal go ernnent a'mws; rarPhaece Idemly and caapma mute to the Pi ; ena acct to Irma" u gtalty and Image of ptt& tarhe ImeWal arty erxswdrrern m potussioml naTonabillhG bakving Ina trcmber shut ba free to ony tat oRCCI whoMx w9fnul 'ideiferr,., W lar xch potent 4,11mt okoddrvbon on ba, bests of p1npPhc and f� 11. H l¢e at Wlem d penaarl on ate one of mwl so that f Jonas end'Imp rtlaw grcyn a rtraMfe rkxmw, padzlbg b Appur6nsmts, Pay m1rabmas, pawnor aoddactflm 12. u^eek no favor; believe Tat mnx,al a{gnmlzem or prof) eensed by avtatntiel idurmtlon of by of ne d "o dnm t dshO AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT FOR PROFESSIONAL SERVICES ( "AGREEMENT ") is made and entered into effective as of the 7th day of April, 2009, by and between the CITY OF ROSEMEAD, a municipal corporation ( "CITY ") and Jeff Stewart ( "CONSULTANT "). RECITALS A. The City of Rosemead ('CITY ") is presently in need of professional management and general administrative consulting services. B. Jeff Stewart (Consultant), who has served in city government for years, is specially trained, experienced, competent, and uniquely qualified to provide professional management and general administrative consulting services to local government. C. The CITY desires to remain the professional services of CONSULTANT. D. CONSULTANT desires to accept and be retained by the CITY, as an independent contractor, for purposes of providing professional management and general administrative services to the CITY. E. The CITY and CONSULTANT wish to provide for the terms and conditions of CONSULTANT's professional services as set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, covenants, and conditions contained herein, the parties hereto mutually agree as follows: AGREEMENT 1. Professional Services The CITY hereby retains the professional management and administrative consulting services of CONSULTANT. 2. Scope of Professional Services As directed by the Mayor and /or City Council, CONSULTANT shall provide the CITY with professional management and general administrative services, which shall include all services set forth in the Scope of Services, attached to this AGREEMENT as Exhibit "A." LA 114812- 7899 -0339 vl -1- 0 9 3. Access to Facilities During the term of the AGREEMENT, the CITY shall provide CONSULTANT with access to CITY offices and facilities and shall provide CONSULTANT with normal and customary office and personnel support necessary to perform such the SERVICES. 4. Term The term of this AGREEMENT shall begin on April 7 , 2009. CONSULTANT shall continue to perform under the terms of this AGREEMENT until CONSULTANT has worked 1,000 hours, or until the AGREEMENT is terminated in accordance with the provisions of this AGREEMENT. 5. Professional Fees /Costs The professional fees for retaining the professional management and administrative services of CONSULTANT shall be as follows: a. CITY shall compensate CONSULTANT at an hourly rate of$1 oo. CONSULTANT has the discretion to assign his own schedule per workweek, depending on nature of the work to be performed. b. In performing services under this AGREEMENT, CONSULTANT shall not exceed 1,000 hours. CONSULTANT must notify the CITY when he has performed 950 hours. C. Total compensation for this AGREEMENT shall not exceed $ 1 oo, ono . d. The CITY agrees to reimburse CONSULTANT for mileage at the current IRS rate and for other actual and necessary expenses incurred in the performance of his obligations under this Agreement. CONSULTANT must submit a written request with supporting documentation for such expenses. CONSULTANT shall operate any vehicle used in connection with the performance of his duties under this AGREEMENT in a safe manner and otherwise in observance of all established safety laws and ordinances and shall maintain a valid California automobile driver's license during the term of the AGREEMENT. CONSULTANT shall also provide of proof of insurance for any vehicle CONSULTANT utilizes in connection with the performance of his duties under this AGREEMENT and agree to maintain valid automobile insurance, at CONSULTANT's expense, during the term of this AGREEMENT. 6. Payment by the City CONSULTANT shall send invoices to the CITY on a monthly basis, based upon the services already rendered at the time of the submission. CITY shall pay all proper costs within thirty (30) days of receipt of such invoice(s). 7. Independent Contractor LA #4812- 7899 -0339 v1 -2- The Parties agree that CONSULTANT is an independent contractor in business for himself and that the relationship created by this AGREEMENT is that of an independent contractor. CONSULTANT shall not be considered an agent or employee of the CITY and shall not be entitled to the benefits provided by the CITY to its employees, including, but not limited to, workers' compensation insurance, medical insurance, dental insurance, life insurance, deferred compensation, disability insurance, unemployment insurance, paid leaves of absence, or retirement. 8. Responsibility for Contributions, Payments, or Withholding As an independent contractor, the CITY will report the payment of CONSULTANT's fee on a 1099 to the Internal Revenue Service and the Franchise Tax Board. CONSULTANT shall be solely responsible for all contributions, payments, or withholding for state and federal taxes, including but not limited to, income taxes, social security taxes, California state disability insurance taxes, and unemployment contributions. 9. ' Indemnification The CITY shall defend and indemnify CONSULTANT for any acts or decisions made by him in the performance of services under this AGREEMENT. 10. Bonding The CITY shall bear the full cost of any fidelity or other bonds required of CONSULTANT under any law or ordinance. 11. Termination of Agreement The CITY may terminate this AGREEMENT upon giving a ten (10) day advance written notice of such termination to CONSULTANT. CONSULTANT may also terminate this AGREEMENT upon giving a ten (10) day advance written notice of such termination to the CITY. In the event of such notice, the City Council, based upon work accomplished by CONSULTANT prior to notice of such termination, shall determine the amount of fees to be paid to CONSULTANT for such services based upon accepted accounting practices. This finding by the City Council shall be final and conclusive as to the amount of such fee. 12. Extensions This AGREEMENT shall only be extended or modified by a writing signed by CONSULTANT the mayor, with ratification by the City Council of the CITY. 13. City Council Approval This AGREEMENT shall be of no force and effect without ratification by the CITY Council of the CITY. LA #4812- 7899 -0339 vI -3- 14. Notice Whenever it shall be necessary for either party to serve notice on the other regarding this AGREEMENT, such notice may be furnished in writing by either party to the other and shall be served by personal service as required in judicial proceedings or by certified mail, postage prepaid, return receipt requested, addressed to the parties as follows: CITY: Gloria Molleda City Clerk City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 With a copy to Joseph Montes, Esq. Burke, Williams & Sorensen, LLP 444 South Flower Street, Suite 2400 Los Angeles, California 90071 CONSULTANT: Jeffrey Stewart IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed on its effective date by their respective officers duly authorized on their behalf. CITY CITY OF ROSEMEAD A Municipal Corporation By: Mayor LA #4812- 7899 -0339 vl -4- CONSULTANT An Individual Jeffr7//n By. ATTEST: By: Gloria Molleda City Clerk APPROVED AS TO FORM: By: .� e . Jo eph M. 4Mte s Interim City Attorney LA #4812- 7899 -0339 vl -5- Exhibit A - Scope of Services A. CONSULTANT shall perform all of the duties of the City Manager as set forth in Section 2.08 of the Rosemead Municipal Code, the California Government Code, and City policies and procedures approved by the City Council, as may be provided from time to time. B. The City Council may also designate the CONSULTANT to oversee the management and administration of other City- related legal entities. Such other legal entities could include a redevelopment agency, financing authorities, and joint powers authorities. C. The CONSULTANT shall administer and enforce policies established by the City Council and promulgate rules and regulations as necessary to implement City Council policies. D. To accomplish this, the CONSULTANT shall have the power and shall be required to: (1) Attend all meetings of the City Council, unless excused by the Mayor, and take part in the discussion of all matters before the City Council. The CONSULTANT shall receive notice of all regular and special meetings of the City Council. (2) Review all agenda documents before preparing the agenda for any regular or special meetings of the City Council. The CONSULTANT may publicly endorse or oppose any proposed agenda items placed on the agenda by persons other than the CONSULTANT or the CONSULTANT's staff. (3) Direct the work of all elective and appointive City officers and departments that are the concern and responsibility of the City Council, except those that are directly appointed by or report directly to the City Council. The CONSULTANT may undertake any study or investigation the CONSULTANT believes is necessary or desirable and shall make any study or investigation the City Council directs. The CONSULTANT shall endeavor to implement changes that the CONSULTANT believes will result in greater efficiency, economy, or improved public service in the administration of City affairs. (4) Recommend to the City Council from time to time, adoption of such measures as the CONSULTANT may deem necessary or expedient for the health, safety, or welfare of the community or for the improvement of administrative services. (5) Consolidate or combine offices, positions, departments, or units under the CONSULTANT's jurisdiction. The CONSULTANT may be the head of one or more City departments. LA #4812- 7899 -0339 vl _6- �J (6) Conduct research in administrative practices in order to bring about greater efficiency and economy in City government, and develop and recommend to the City Council long -range plans to improve City operations and prepare for future City growth and development. (7) Provide management training and develop leadership qualities among department heads and staff as necessary to build a City management team that can plan for and meet future challenges. (8) Exercise control of City government in emergencies as authorized by the Municipal Code and California law. LA #4812- 7899 -0339 vl -7- Q 0 0 SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASES THIS SEPARATION AGREEMENT (the "AGREEMENT ") is entered into as of April 7, 2009 by and among Oliver Chi ( "CHI ") and the City of Rosemead, California, a municipal corporation (the "CITY ") (collectively, the "PARTIES" or each, a "PARTY"). WHEREAS, CHI is employed by the City as its City Manager pursuant to a contract dated September 11, 2007, and entered into as of August 28, 2007, and amended by agreement dated May 27, 2008 (the "CONTRACT "); WHEREAS, pursuant to the terms of the CONTRACT, CHI serves at the will and pleasure of the Rosemead City Council ( "CITY COUNCIL "); WHEREAS, the term of the CONTRACT expires on May 26, 2011, however the PARTIES have mutually agreed to terminate the CONTRACT prior to its expiration, subject to the terms and conditions set forth herein; and WHEREAS, CHI and the CITY desire to resolve all issues and disputes of any kind between them, including, but not limited to, all issues of every kind or nature arising out of, or related to, CHI's employment with the CITY and the early termination of the CONTRACT. NOW, THEREFORE, in exchange for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the PARTIES agree as follows: 1. Resignation of Employment. In exchange for the consideration and releases set forth in this AGREEMENT, CHI agrees to voluntarily resign from his employment with the CITY, and the CITY agrees to accept the resignation, effective close of business on April 7, 2009. ( "EFFECTIVE DATE "). By signing this AGREEMENT, CHI delivers to the CITY an irrevocable notice of his resignation. CHI agrees and acknowledges that the CITY may, at any time prior to the EFFECTIVE DATE, seek to fill his position at the CITY and that any steps taken by the CITY to fill his position, including any recruitment activities, shall not be a breach of this AGREEMENT or of any other CITY obligation to CHI. 2. No Claims. CHI represents and warrants that he has not filed, and CHI agrees that,he will not file at any time in the future, any statutory, civil, or administrative claim, complaint, or' charge of any kind whatever with any state or federal court, administrative agency, or tribunal of any kind whatever, concerning any subject matter connected with, or pertaining or relating to the issues referred to in the recitals or in paragraph 3 below. The PARTIES agree that this AGREEMENT and the additional consideration exchanged in this AGREEMENT pursuant to paragraph 4, below, are contingent upon this promise by CHI not to file any such claim, complaint or charge of any kind whatever. 3. General Mutual Release and Waiver. In consideration of the terms and provisions of this AGREEMENT, the PARTIES, on behalf of himself or itself and his or its representatives, affiliates, officers, members agents, descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenant not to sue and fully and forever relieves, releases and discharges the other PARTY and his or its predecessors, successors, assignees, representatives, affiliates, and partners and its and their respective officers, directors, LA #4834- 9443 -4819 v2 Page 1 of 10 • O agents, employees, servants, executors, administrators, accountants, insurers, attorneys, and any and all other related individuals and entities (collectively, the "RELEASEES "), from -- Any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees), damages, actions and causes of action, of whatever kind or nature, including, without limitation, any statutory, civil or administrative claim, or any claim arising out of facts, whether known or unknown, suspected or unsuspected, fixed or contingent, concealed or hidden (collectively referred to herein as "CLAIMS ") now owned or held or at any time heretofore or hereafter owned or held as against said RELEASEES, arising out of or in any way connected with CHI'S employment relationship with the CITY, or CHI'S separation from the CITY or any other transactions or occurrences, or any loss, damage, or injury whatever, whether known or unknown, suspected or unsuspected, or concealed or hidden, resulting from any act or omission by or on the part of said RELEASEES, or any of them. The foregoing release shall include, without limitation: -- Any CLAIMS arising from rights under federal, state, and local laws relating to the regulation of federal or state tax payments or accounting; -- Any CLAIMS arising under rights under federal or state laws which prohibit discrimination, harassment, or retaliation on the basis of race, national origin, religion, sex, age, marital status, medical condition, physical or mental disability, perceived physical or mental disability, ancestry, color, sexual orientation, or any other form of discrimination, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the California Fair Employment and Housing Act, or 42 U.S.C. §1981; -- Any CLAIMS arising from laws such as workers' compensation laws, which provide rights and remedies for injuries sustained in the workplace or for severance pay, bonus, sick leave, family leave, holiday pay or vacation pay, including, without limiting the generality of the foregoing, any claim under the Family and Medical Leave Act of 1993 or the California Family Rights Act; -- Any CLAIMS arising under the Meyers -Milias -Brown Act, Govt. Code § 3500 et seq., or any law addressing the collective rights of employees or employee organizations; -- Any common law CLAIMS of any kind, including, without limiting the.generality of the foregoing, contract, tort, and property rights including, without limiting the generality of the foregoing, breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract, or current or prospective economic advantage, fraud, deceit, breach of privacy, misrepresentation, defamation, wrongful termination, tortious infliction of emotional distress, loss of consortium, breach of fiduciary duty, violation of public policy and any other common law claim of any kind whatever, -- Any CLAIMS for retirement or other benefits, including claims arising under the California Public Employee Retirement Law, Govt. Code § 20000 et seq. This shall not be construed to reduce CHI'S service or contributions made on his behalf into PERS as of or after the execution of this agreement, which may entitle him to retirement benefits from PERS at a future date, and; LA #4834- 9443 -4819 V2 Page 2 of 10 -- Any CLAIMS arising from rights under the CITY's Municipal Code, including Section 2.08.060 of the Code, addressing the authority of the City Council to remove the City Manager during the period of ninety (90) days succeeding any general municipal election held in the city at which election a member of the City Council is elected. 4. Consideration. 4.1 Unpaid Wages. CHI acknowledges having received all unpaid wages, due him as of the EFFECTIVE DATE in the ordinary course of his employment. In addition, in accordance with Section 5E of the CONTRACT and applicable CITY policy, on April 9, 2009, the CITY shall cash out and pay CHI the value of all of CHI's unused and accrued leave balances at CHI's rate of pay as of the EFFECTIVE DATE. 4.2 Severance. Pursuant to Section 3.A.I.a and Section 3.13.3 of the CONTRACT, the CITY shall provide CHI a lump sum payment in the amount of TWELVE (12) months of salary and management incentive pay, which shall be treater) as wages and which shall be subject to all applicable withholding for state, federal and other payroll taxes (the "LUMP SUM PAYMENT "). The CITY shall report this payment on a W -4 form to the Internal Revenue Service and the California State Franchise Tax Board. The CITY will deliver the LUMP SUM PAYMENT to CHI on April 9, 2009. 4.3 Benefits. The CITY shall pay CHI the value of TEN (10) months of health and welfare insurance options that are provided to all other employees on April 9, 2009. 4.4 Additional Consideration. In consideration of the execution and delivery by CHI of effective releases and waivers as provided in paragraph 3 above, and the performance of CHI's obligations hereunder, including, but not limited to, his obligations under paragraphs 1 and 2, above, the CITY shall provide CHI with the following (collectively, the "ADDITIONAL SEVERANCE PAYMENT "): (a) An additional lump sum severance payment in the amount of SIX (6) months of salary and management incentive pay, which shall be treated as wages and which shall be subject to all applicable withholding for state, federal and other payroll taxes. The CITY shall report this payment on a W -4 form to the Internal Revenue Service and the California State Franchise Tax Board. The CITY will deliver this payment to CHI on April 9, 2009; (b) Transfer of title from the CITY to CHI of the CITY -owned automobile (VIN Number JTEEW44A482020309) of which CHI has had exclusive and unrestricted use during the term of the CONTRACT ( "AUTOMOBILE "). The CITY COUNCIL hereby declares the AUTOMOBILE to be surplus property of the City. The CITY agrees to transfer title within ten (10) days after the EFFECTIVE DATE. CHI agrees that he accepts the AUTOMOBILE as is, and that the CITY is not making any warranty of the quality or performance of the AUTOMOBILE. CHI understands and agrees that all costs associated with the AUTOMOBILE, including without limitation, insurance, operation, maintenance, and repair are his responsibility and not the responsibility of the CITY. The CITY shall report the value of the AUTOMOBILE on a 1099 form to the Internal Revenue Service and California Franchise Tax Board; LA #4834- 9443 -4819 v2 Page 3 of 10 r 0 (c) A payment in the amount of ONE THOUSAND DOLLARS ($1,000.00) to compensate CHI for legal services procured by CHI to assist him in the negotiation of the terms of this AGREEMENT. The CITY will, no later than ten (10) days after the EFFECTIVE DATE, issue and deliver by mail, return- receipt requested, a check payable to OLIVER CHI. The CITY shall report this payment on a 1099 form to the Internal Revenue Service and California Franchise Tax Board; and (d) Transfer of title of the CITY -owned computer of which CHI has had exclusive use during the term of the CONTRACT upon CHI'S tender of payment to the CITY in the amount of TWO HUNDRED AND FIFTY DOLLARS ($250.00) ( "COMPUTER "). The CITY COUNCIL hereby determines that the COMPUTER is surplus property. CHI agrees to tender payment within ten (10) days of the EFFECTIVE DATE. CHI agrees that he accepts the COMPUTER as is, and that the CITY is not making any warranty of the quality or performance of the COMPUTER. CHI understands and agrees that all costs associated with the COMPUTER are his responsibility and not the responsibility of the CITY. CHI further agrees that the CITY, or the CITY's designee, shall be permitted adequate time to remove all documents or files that are related to CITY business and which are not otherwise public records. CHI also agrees to present the computer to the CITY to provide the CITY with an opportunity to remove all software to which the CITY holds the license. The CITY agrees that it will not inspect or remove CHI's personal files from the COMPUTER. 4.5 CHI further agrees that he will hold harmless and indemnify the CITY. from and against any claims, costs, and expenses, including payroll taxes, tax deficiencies, penalties, and interest incurred in connection with any investigation, challenge, levy, or assessment by the Internal Revenue Service, the state Franchise Tax Board, or any other taxing authority of any state, locality, or country with respect to the non - payment of taxes on the LUMP SUM PAYMENT, the ADDITIONAL SEVERANCE PAYMENT, and other consideration described herein. CHI also agrees to notify the CITY in the manner provided in paragraph 16 herein of any action or notice served upon him by any taxing authority so as to afford the CITY the opportunity to address the matter. 4.6 City Information. Except as provided for in Section 4.4(b) and (d) above, CHI further agrees that as soon as reasonably possible, and no later than ten (10) days after the EFFECTIVE DATE, CHI will return to the CITY all CITY -owned property in his custody, control and /or possession, including all CITY information and related reports, files, memoranda, records, statements, information, credit cards, cardkey passes, door and file keys, computer access codes, software, and other physical or personal property pertaining to or owned by the CITY ( "CITY INFORMATION AND ASSETS "). CHI further warrants and represents that he has not retained and will not retain any copies, duplicates, reproductions or excerpts in any form of CITY INFORMATION AND ASSETS, or provide such CITY INFORMATION AND ASSETS to any third party, including any person, firm, corporation or other entity. 4.7 Reference. The CITY agrees to provide CHI with a positive letter of reference, signed by the Mayor of the City no later than ten (10) days after the EFFECTIVE DATE. 4.8 Layoff/Termination. The CITY acknowledges that at the time of execution of this AGREEMENT, the CITY agrees not to layoff and/or terminate any management employee LA #4834- 9443 -4819 v2 Page 4 of 10 ( "MANAGEMENT EMPLOYEE ") for a period of ninety (90) calendar days from the date of the execution of this AGREEMENT. This provision shall not be interpreted to limit the CITY'S inherent authority and ability to layoff any employee, including a MANAGEMENT EMPLOYEE, in accordance with the terms of the CITY'S municipal code, ordinances and resolutions, personnel rules, administrative policies, employment contracts, and memoranda of understanding ( "MOU ") upon a find by the CITY COUNCIL that a layoff is necessary due to lack of work or funds, organizational changes, or the elimination of positions by the CITY COUNCIL. This provision shall not be interpreted to limit the CITY'S inherent authority and ability to terminate any employee, including a MANAGEMENT EMPLOYEE, in accordance with the terms of the CITY'S municipal code, ordinances and resolutions, personnel rules, administrative policies, employment contracts, and MOUs. Further, the inclusion of this provision is not intended to alter the conditions of any employee's employment or to create a vested right of continued employment in any employee of the CITY outside of the rights guaranteed by CITY policy, rule, ordinance, resolution, statute, MOU, or specific employment contract. 4.9 Non-Disparagement. CHI and the CITY (on-behalf of the City Council and each of its Members) acknowledge and agree that neither will make any statement, whether oral or written, if such statement is intended to or will have the effect of disparaging the other PARTY, or his or its respective council members, administrators, officers, employees, or agents except to the extent necessary to assert any legal right or defend against any legal claim arising under this AGREEMENT. 4.10 Full Consideration. The PARTIES expressly agree that the consideration paid pursuant to paragraph 4 is offered and accepted as the full and complete discharge of the CITY's obligations to CHI in respect of his employment at the CITY and as a complete and final settlement, as fully described in this AGREEMENT, of any and all CLAIMS whatever against the CITY from the beginning of time up to the date of this AGREEMENT. The PARTIES also expressly agree that the consideration paid as well as the releases and waivers provided herein apply not only to CHI's position as City Manager, but also to any other title or position that CHI holds with the CITY, Rosemead Community Development Commission, Rosemead Housing Authority, or any other entity related to Rosemead. 4.11 Denial of Wrongdoing. It is understood that this AGREEMENT does not constitute an admission by any of the PARTIES of any wrongdoing whatever. Moreover, each of the PARTIES specifically denies having violated any laws or engaged in any wrongdoing. 5. Indemnification and Attorneys' Fees. In the event that CHI should bring any action, suit or other proceeding against any of the RELEASEES as referenced in paragraph 3, above, concerning any matter referred to in this AGREEMENT (other than a breach or anticipatory breach of this AGREEMENT as referenced below), or contesting the validity of this AGREEMENT, or attempting to rescind, negate, modify or reform this AGREEMENT, or any of the terms or provisions of this AGREEMENT, and in the event that CHI does not prevail in such action, suit or other proceeding, CHI shall pay to such RELEASEES all of such RELEASEES' reasonable attorneys' fees and costs incurred in each and every such action, suit, or other proceeding, including any and all appeals or petitions. LA #4834- 9443 -4819 v2 Page 5 of 10 0 0 6. Section 1542 of the Civil Code. The PARTIES expressly waive any and all rights under Section 1542 of the Civil Code of the State of California, or any other federal or state statutory rights or rules, or principles of common law or equity, or those of any jurisdiction, government, or political subdivision, similar to Section 1542. Neither PARTY may invoke the benefits of Section 1542 or any similar provision in order to prosecute or assert in any manner any claims that are released under this AGREEMENT. Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." Each PARTY understands and acknowledges that he or it may hereafter discover claims or facts in addition to or different from those which he or it now knows or believes to exist with respect to the subject matter of this AGREEMENT and which, if he or it had known or suspected at the time of executing this AGREEMENT, may have materially affected his or its decision to execute this AGREEMENT. Nevertheless, both PARTIES hereby waives any right, benefit, claim, demand, or cause of action that might arise as a result of such different or additional claims or facts. Both PARTIES acknowledge that he and it understands the significance and consequence of such a general release and such specific waiver of Section 1542. 7. Non - Assignment of Claims. CHI represents and warrants that he is the owner of the CLAIMS released hereunder, that he has not assigned or transferred any portion of the CLAIMS released under this AGREEMENT to any individual, firm, corporation or other entity, and that no other individual, firm, corporation or other entity has any lien, claim or interest in any such CLAIMS, including, but not limited to, any claim arising out of, related to or connected with the matters referenced in the recitals and in paragraphs 1, 2, and 3, above. CHI shall indemnify each of the RELEASEES, defend and hold them harmless from and against any claims arising out of, related to, or in connection with any such prior assignment or transfer, or any such purported assignment or transfer, of any CLAIMS or other matters released or assigned in this AGREEMENT. 8. Independent Advice From Counsel. CHI acknowledges that he has had the opportunity to receive prior independent legal advice from legal counsel of his choice with respect to the advisability of executing this AGREEMENT. In addition, CHI acknowledges that he has read this AGREEMENT, that he accepts and agrees to all of the provisions it contains and executes it voluntarily with a full understanding of its significance and consequences. 9. No Fraud in Inducement. Neither PARTY (nor any officer, agent, employee, representative, or attorney of or for either PARTY) has made any statement or representation or failed to make any statement or representation to the other PARTY regarding any fact relied upon in entering into this AGREEMENT, and neither PARTY relies upon any statement, representation, omission, or promise of the other PARTY (or of any officer, agent, employee, representative, or attorney of or for any PARTY) in executing this AGREEMENT, or in making the settlement provided for herein, except as expressly stated in this AGREEMENT. Each term of this AGREEMENT is contractual and not merely a recital. LA #4834- 9443 -4819 v2 Page 6 of 10 0 0 10. Independent Investigation. Each PARTY to this AGREEMENT has made such investigation of the facts pertaining to this settlement and this AGREEMENT and all the matters pertaining thereto, as it deems necessary. 11. Comprehension and Authorit . Each PARTY or responsible officer thereof has read this AGREEMENT and understands the contents hereof. Any of the employees executing this AGREEMENT on behalf of the AGENCY are empowered to do so and hereby bind the AGENCY. 12. Mistake Waived. In entering into this AGREEMENT and the settlement provided for herein, each PARTY assumes the risk of any misrepresentation, concealment, or mistake. If any PARTY should subsequently discover that any fact relied upon by it in entering into this AGREEMENT was untrue, or that any fact was concealed from it, or that its understanding of the facts or of the law was incorrect, such PARTY shall not be entitled to any relief in connection therewith, including without limitation on the generality of the foregoing any alleged right or claim to set aside or rescind this AGREEMENT. This AGREEMENT is intended to be and is final and binding between the PARTIES, regardless of any claims of misrepresentation, promise made without the intent to perform, concealment of fact, mistake of fact or law, or any other circumstance whatsoever. 13. Later Discovery. Each PARTY is aware that it may hereafter discover claims or facts in addition to or different from those it now knows or believes to be true with respect to the matters related herein. Nevertheless, it is the intention of the PARTIES to fully, finally, and forever settle and release all such matters, and all claims relative thereto, which do now exist, may exist, or have previously existed between CHI and the CITY. In furtherance of such intention, the releases given by CHI here shall be and remain in effect as full and complete releases of all such matters, notwithstanding the discovery or existence of any additional or different claims or facts relative thereto. 14. Full Cooperation. The PARTIES will execute all such further and additional documents as shall be reasonable, convenient, necessary, or desirable to carry out the provisions of this AGREEMENT. 15. Miscellaneous. 15.1 Full Integration. This AGREEMENT constitutes a single, integrated written contract expressing the entire AGREEMENT of the PARTIES to this AGREEMENT. No representation, promise or inducement has been made by either PARTY that is not embodied in this AGREEMENT, and no PARTY shall be bound by or be liable for any alleged representation, promise or inducement not so set forth. 15.2 Continuing Benefit. This AGREEMENT shall inure to the benefit of and shall be binding upon the successors and assigns of the PARTIES to this AGREEMENT, and each of them. 15.3 Amendment of Agreement. No modification, amendment or waiver of any of the provisions contained in this AGREEMENT, or any future representation, promise, or condition in LA #4834- 9443 -4819 v2 Page 7 of 10 0 0 connection with the subject matter of this AGREEMENT, shall be binding upon any PARTY to this AGREEMENT unless made in writing and signed by such PARTY. 15.4 Severability. If any term, provision or covenant in this AGREEMENT is held to be invalid, void or unenforceable, (i) the remainder of the terms, provisions and covenants in this AGREEMENT shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and (ii) to the fullest extent possible, the provisions of this AGREEMENT (including, without limitation, all portions of any paragraph of this AGREEMENT containing any such provision held to be invalid, void or unenforceable that are not themselves invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void or unenforceable. 15.5 Counterparts. This AGREEMENT may be executed in one or more counterparts, each of which shall be deemed an original and, taken together, shall constitute one and the same AGREEMENT, which shall be binding and effective as to the PARTIES to this AGREEMENT. 15.6 Titles. The titles in this AGREEMENT are for reference only and are not part of the terms of this AGREEMENT, nor do they in any way modify the terms of this AGREEMENT. 15.7 Governing Law. This AGREEMENT shall be governed by and construed and enforced in accordance with the laws of the State of California applicable to agreements made and to be performed entirely in California. 16. Notice: Any and all notices given to any party under this AGREEMENT shall be given as provided in this paragraph. All notices given to either party shall be made by certified or registered United States mail, or personal delivery, at the noticing party's discretion, and addressed to the parties as set forth below. Notices shall be deemed, for all purposes, to have been given on the date of personal service or three consecutive calendar days following deposit of the same in the United States mail. As to CHI: Oliver Chi 7051 Via Savino Place Rancho Cucamonga, California 91739 With a copy to: R. Craig Scott, Esq. Executive Law Group One Newport Place, Suite 1000 Newport Beach, CA 92660 As to the CITY: Joseph M. Montes, Esq. Burke, Williams & Sorensen, LLP 444 South Flower Street, Suite 2400 LA #4834 -9443 -4919 v2 Page 8 ofl0 0 0 Los Angeles, California 90071 0 WHEREFORE, the PARTIES hereto have consulted with their respective attorneys, read all of the foregoing, understand the same and agree to all of the provisions contained herein. DATED: April 22009 DATED: April _, 2009 Attest: D - Gloria Molleda, City Clerk s / ; By: W- A. Oliver Cln CITY OF ROSEMEAD. By: MargaJ24 Clark, Mayor LA #9839- 9993 -9819 v2 Page 9 of 10 0 APPROVED AS TO FORM: R. Craig Scott, Esq. Executive Law Group Attomey for OLIVER CHI Josep 6 . Montes, s Burke, Williams & Sorensen, LLP Attorney for the CITY OF ROSEMEAD LA #4834- 9443 -4819 v2 Page 10 of 10 0 FIRST AMENDMENT TO CITY MANAGER EMPLOYMENT AGREEMENT . 1. Parties and Date. THIS FIRST AMENDMENT TO THE CITY MANAGER EMPLOYMENT AGREEMENT (hereinafter "First Amendment') is made and entered into this 27`h day of May, 2008 by and between the City of Rosemead, a California municipal corporation (hereinafter "City "), and City Manager Oliver C. Chi (hereinafter "Employee "), 2. Recitals. 2.1 City and Employee entered into that certain Employment Agreement dated August 28, 2007 (hereinafter "Employment Agreement'), whereby Employee agreed to serve as the City Manager of the City of Rosemead. 2.2 City and Employee now desire to amend certain provisions of the City Manager Employment Agreement relating to compensation, severance, and term of the Agreement. 3. Terms. 3.1 Section 2.A.1 of the Employment Agreement is hereby amended by restating Section 2.A.1 to read as follows: (1) Term This Agreement shall be deemed effective for an initial term beginning May 27, 2008, and continuing through May 26, 2011. Employee agrees not to accept, nor to become employed by any other employer until said termination date, unless said termination date is effected as hereinafter provided. 3.2 Section 3.A.1.a of the Employment Agreement is hereby amended by restating Section 3.A.1.a to read as follows: (1) Base Salary (a) The annual salary for the position of City Manager shall be $178,500. 1 0 3.3 Section 3.D shall be added to the Employment Agreement to read as follows: D. Benefits that Accrue to Other Employees The City Manager shall be entitled to all benefits, rights, and privileges accorded to members of the Executive Management class of City employees, except as otherwise provided in this Agreement. If there is any conflict between this Agreement and benefits granted to those in the Executive Management class of employees, this Agreement shall control. 3.4 Section 5.0 of the Employment Agreement is hereby amended by restating Section 5.0 to read as follows: C. Severance Pay (1) In the event the City Manager is terminated by the City Council during such time that the City Manager is willing and able to perform the City Manager's duties under this Agreement, then in that event the City agrees to pay the City Manager a severance payment equivalent to twelve (12) months of compensation in effect as provided herein. (2) Beginning on July 1, 2009, the City Manager shall accrue an additional three months of severance pay, for a total of fifteen (15) months of severance pay, unless action is taken by the City Council to modify such an arrangement. (3) Beginning on July 1, 2010, the City Manager shall accrue an additional three months of severance pay, for a total of eighteen (18) months of severance pay, unless action is taken by the City Council to modify such an arrangement. (4) All payments required under Sections 5.0 (1), (2), and (3) are subject to and shall be interpreted to comply with the limitations set forth in Government Code Section 53260. 4. Force and Effect. 4.1 Except as amended by this First Amendment, all provisions of the Employment Agreement shall remain in full force and effect and shall govern the actions of the City and Employee under this First Amendment. 2 0 IN WITNESS WHEREOF, City has executed on its behalf by its City Employee has signed and execute d year first above written. ATTEST: Gloria Molleda, City Clerk 0 caused this First Amendment to be signed and duly Manager, and duly attested by its City Clerk, and this Amendment, to be effective as of the day and EMPLOYEE ot—� Oliver C. Chi 3 0 9 CITY MANAGER EMPLOYMENT AGREEMENT between the City of Rosemead and Oliver Chi dated September 11, 2007 0 0 CITY MANAGER EMPLOYMENT AGREEMENT between.the City of Rosemead and Oliver Chi 1. PARTIES AND DATE This Agreement is entered into as of August 28, 2007 by and between the City of Rosemead, California, a municipal corporation (the "City "), 'and Oliver Chi, an individual (the "City Manager "). The City and the City Manager are sometimes individually referred to as a "Party" and collectively as "Parties." A. The City requires the services of a City Manager. B. The City Manager has the necessary education, experience, skills and expertise to serve as the City's City Manager. C. The City Council of the City desires to employ the City Manager to serve as the City Manager of City. D. The Parties desire to execute this Agreement pursuant to the authority of and subject to the provisions of Government Code Section 53260 et seq., and Title 2, Chapter 2.08 of the Rosemead Municipal Code. E. In consideration of these Recitals and the performance by the Parties of the promises, covenants, and conditions herein contained, the Parties agree as provided in this Agreement. 2. EMPLOYMENT The City hereby employs the City Manager as its City Manager, and the City Manager hereby accepts such employment. A. Term (1) Initial Term Employee shall, following the assumption of the office of City Manager on August 28, 2007, remain in the exclusive employ of the City until August 28, 2009. Employee agrees not to accept, nor to become employed by any other employer until said termination date, unless said termination date is effected as hereinafter provided. Page 1 of 15 3. COMPENSATION The City agrees to provide the following compensation to the City Manager during the term of the agreement: A. Compensation & Required Employer Costs (1) Base Salary (a) The annual salary for the position of City Manager shall initially be $170,000. (b) The City Manager'shall be paid at the same intervals and in the same manner as regular City employees. (c) During the term of this Agreement, the City Manager's salary shall be maintained at no less than 15% more than the next highest paid City employee. (2) Annual Performance Evaluation (a) Annual performance evaluations are an important way for the City Council and City Manager to ensure effective communications about expectations and performance. (b) The City Council recognizes that for the City Manager to respond to its needs and to grow in the performance of the City Manager's job, the City Manager needs to know how the City Council Members evaluate the City Manager's performance. (c) To assure that the City Manager gets this feedback, the City Council shall conduct an evaluation of the City Manager's performance at least once each year. The City Council and the City Manager agree that performance evaluations, for the purpose of mid - course corrections, may occur quarterly or several times during each calendar year. The Parties may use an outside facilitator to assist them in conducting this evaluation. (d) While performance evaluations for the purpose of mid- course corrections may occur several times during the year; the annual evaluation shall occur between May and mid - June of each year. (e) In July of each year the City Manager and the City Council will create goals or other outcome measures that will provide the basis for determining the next year's performance results incentive. Page 2 of 15 (f) The annual review and evaluation shall be in accordance with specific criteria developed jointly by the City Council and the City Manager. Such criteria may be added to or deleted as the City Council may from time to time determine in consultation with the City Manager. (i) The City Council and the City Manager shall define such goals and performance objectives as they mutually determine are necessary for the proper operation of the City for the attainment of the City Council's policy objectives, and the City Council and the City Manager shall further establish a relative priority among those goals and performance objectives. (3) Performance Incentive for Results (a) To provide an incentive for the City Manager to produce exceptional results for the organization that go above and beyond the expected fulfillment of the City Manager's job obligations, the City agrees to provide a financial incentive. (i) At the sole discretion of the City Council, the City Manager may earn a financial incentive which the City Council deems appropriate based on the results that the City Manager has been able to produce. (4) Required Employer Costs (a) Federal Insurance Contributions Act (FICA). (i) Old Age Survivor and Disability Income (OASDI). (ii) Medicare. (b) Unemployment Compensation. (c) Public Employees Retirement System (PERS). The City contracts with the California Public Employees' Retirement System for retirement benefits. The City will pay both the City's share and the City Manager's share for participation in the Public Employees' Retirement System. (d) The cost of any fidelity or other bonds required by law for the City Manager. (e) The cost to defend and indemnify the City Manager as provided in Section 7.0 below. (f) Workers Compensation. Page 3 of 15 9 9 B. Basic Benefits (1) Leave Allowances & Holidays The City Manager shall receive the same vacation, sick leave accrual, administrative leave accrual, and other leave & holiday benefits as provided to the Executive Management class of City employees. The City Manager shall be paid for any unused accrued vacation, administrative leave, and sick leave upon either voluntary or involuntary termination of employment. In addition to above named leave allowances & holidays, the City Manager shall be entitled to accrue 7 days of executive leave per year. (2) Automobile The City Manager is on call twenty -four hours per day and shall be given exclusive and unrestricted use of a four -door full -sized City automobile which has a highway rating of at least 25 mpg. The City shall be responsible for all insurance, operation, maintenance, and repair of the automobile. The City shall provide the automobile by either purchasing or leasing the car for the City Manager's use. (3) Management Incentive In lieu of the City's cell phone reimbursement, wellness program reimbursement, tuition reimbursement, auto allowance, membership & attendance reimbursement for representation at local community based groups (Kiwanis Club, ,Rotary Club, Chamber of Commerce, etc.), internet connectivity, and any and all other fringe benefits provided to the Executive Management class of employees, the City Manager shall be entitled to Management Incentive Pay in an amount equal to 10% of base salary. This Management Incentive Pay shall be made in equal proportionate amounts each month. C. Perquisites Physical Exam /Fitness. In order to foster the City Manager's good health, the City will cover the cost of a full physical exam each year for the City Manager. Page 4 of 15 4. SECURITY A. Pensions (1) Federal Insurance Contributions Act (FICA) (2) Public Employees Retirement System (PERS) (a) Under Government Code Section 20636(c), the City has elected to report the value of employer -paid member contributions (EPMC) to CalPERS as additional compensation. (b) The City shall take all actions necessary to secure Section 21548 (Pre- Retirement Optional Settlement 2 Death Benefit), an optional benefit provision with PERS that protects spouses if an employee dies prior to retirement. B. Insurance (1) Health & Welfare Insurances The City Manager shall receive the same health and welfare insurance options that are provided to all other employees. (2) Disability Insurance (a) Short Term (b) Long Term (c) State Disability Insurance (SDI) (if applicable) (3) Life Insurance The City will make available to the City Manager a term life insurance policy whereby the City Manager, at the City Manager's own expense, may purchase additional coverage at the same or more favorable rates. 5. SEPARATION A. Resignation /Retirement The City Manager may resign at any time and agrees to give the City at least 45 days advance written notice of the effective date of the City Manager's resignation, unless the Parties otherwise agree in writing. If the City Manager retires from full time public service with the City, the City Manager may provide six months' advance notice. The City Manager's actual retirement date will be mutually established. Page 5 of 15 B. Termination & Removal (1) Manager is an at -will employee serving at the pleasure of the City Council as provided in Government Code Section 36506. (2) The City Council may remove the City Manager at any time, with or without cause, by a majority vote of its members. Notice of termination shall be provided to the City Manager in writing. Termination as used in this agreement shall also include requests that the City Manager resign, a reduction in salary or other financial benefits of the City Manager (including a general City Management salary reduction), a material reduction in the powers and authority of the City Manager, or the elimination of the City Manager's position. Any such notice of termination or act constituting termination shall be given at or effectuated at a duly noticed regular meeting of the City Council. (3) Given the at -will nature of the position of City Manager, an important element of the employment agreement pertains to termination. It is in both the City's interest and that of the City Manager that any separation of the City Manager is done in a businesslike manner. C. Severance Pay (1) In the event the City Manager is terminated by the City Council during such time that the City Manager is willing and able to perform the City Manager's duties under this Agreement, then in that event the City agrees to pay the City Manager a lump sum cash payment equal to six (6) months' base salary then in effect as provided herein. (2) Beginning on July 1, 2008, the City Manager shall, with City Council approval, accrue an additional three months of severance pay, for a total of nine (9) months of severance pay. (3) Beginning on July 1, 2009, the City Manager shall, with City Council approval, accrue an additional three months of severance pay, for a total of twelve (12) months of severance pay. (4) Beginning on July 1, 2010, the City Manager shall, with City Council approval, accrue an additional three months of severance pay, for a total of fifteen (15) months of severance pay. (5) Beginning on July 1, 2011, the City Manager shall, with City Council approval, accrue an additional three months of severance pay, for a total of eighteen (18) months of severance pay. (6) All payments required under Sections 5.0 (1), (2), (3), (4), and (5) are subject to and shall be interpreted to comply with the limitations set forth in Government Code Section 53260. Page 6 of 15 D. Separation for Cause (1) Notwithstanding the provisions of Section 5.C, the City Manager may be terminated for cause. As used in this section, "cause" shall mean only one or more the following: (a) Conviction of a felony; (b) Continued abuse of non - prescription drugs or alcohol that materially affects the performance of the Managers duties; or (c) Repeated and protracted unexcused absences from the City Manager's office and duties. (2) In the event the City terminates the City Manager for cause, then the City may terminate this Agreement immediately, and the City Manager shall be entitled to only the compensation accrued up to the date of termination, payments required by Section 5.E below, and such other termination benefits and payments as may be required by law. In this circumstance, the City Manager shall not be entitled to any severance benefits provided by Section 5.C. (3) In the event the City terminates the City Managerfor cause, the City and the City Manager agree that neither Party shall make any written or oral statements to members of the public or the press concerning the City Manager's termination except in the form of a joint press release which is mutually agreeable to both Parties. The joint press release shall not contain any text or information that would be disparaging to either Party. Provided, however, that either Party may verbally repeat the substance of any such press release in response to inquiries by members of the press or public. E. Payment for Unused Leave Balance (1) On separation from City employment, the City Manager shall be paid for all unused accrued leave allowances provided in Section 3.13 above, and /or the City Manager may apply the leave time to service credit for retirement purposes if permitted by PERS. (2) In the event the City Manager dies while employed by the City under this Agreement, the City Manager's beneficiaries or those entitled to the City Manager's estate shall be entitled to the City Manager's earned salary and any in -lieu payments for accrued benefits, including compensation for the value of all accrued leave balances. Page 7 of 15 0 0 6. COMMITMENTS AND UNDERSTANDINGS A. The City Manager's Commitments (1) Duties & Authority (a) The City Manager shall be the chief executive officer of the City and be responsible to the City Council for the proper administration of all affairs of the City. (b) The City Manager shall perform all of the duties of the City Manager as set forth in Section 2.08 of the Rosemead Municipal Code, the California Government Code, and City policies and procedures approved by the City Council, as may be provided from time to time. (c) The City Council may also designate the City Manager as the chief executive of other City- related legal entities. Such other legal entities could include a redevelopment agency, financing authorities, and joint powers authorities. (d) The City Manager shall administer and enforce policies established by the City Council and promulgate rules and regulations as necessary to implement City Council policies. (e) To accomplish this, the City Manager shall have the power and shall be required to: (i) Attend all meetings of the City Council, unless excused by the Mayor, and take part in the discussion of all matters before the City Council. The City Manager shall receive notice of all regular and special meetings of the City Council. (ii) Review all agenda documents before preparing the agenda for any regular or special meetings of the City Council. The City Manager may publicly endorse or oppose any proposed agenda items placed on the agenda by persons other than the City Manager or the City Manager's staff. (iii) Direct the work of all elective and appointive City officers and departments that are the concern and responsibility of the City Council, except those that are directly appointed by or report directly to the City Council. The City Manager may undertake any study or investigation the City Manager believes is necessary or desirable and shall make any study or investigation the City Council directs. The City Manager shall endeavor to implement changes that the City Manager believes will result in greater Page 8 of 15 0 0 efficiency, economy, or improved public service in the administration of City affairs. (iv) Recommend to the City Council from time to time, adoption of such measures as the City Manager may deem necessary or expedient for the health, safety, or welfare of the community or for the improvement of administrative services. (v) Consolidate or combine offices, positions, departments, or units under the City Manager's jurisdiction. The City Manager may be the head of one or more City departments. (vi) Conduct research in administrative practices in order to bring about greater efficiency and economy in City government, and develop and recommend to the City Council long -range plans to improve City operations and prepare for future City growth and development. (vii) Provide management training and develop leadership qualities among department heads and staff as necessary to build a City management team that can plan for and meet future challenges. (viii) Exercise control of City government in emergencies as authorized by the Municipal Code and California law. B. City Commitments (1) The City shall provide the City Manager with the compensation, incentives and benefits, specified elsewhere in this Agreement. (2) The City agrees to pay the professional dues and subscriptions on behalf of the City Manager which are necessary for the City Manager's continuation and full participation in national, regional, state, or local associations and organizations necessary and desirable for the good of the City, and for the City Manager's continued professional participation and advancement. (3) The City agrees to pay the travel and subsistence expenses of the City Manager to pursue official and other functions for the City, and meetings and occasions to continue the professional development of the City Manager, including, but not limited to, national, regional, state, and local conferences, and governmental groups and committees upon which the City Manager serves as a member. Page 9 of 15 C. FBI 0 City Council Commitments (1) The City Council sets policy for the governance and administration of the City, and it implements its policies through the City Manager. (2) The City Council recognizes that to meet the challenges facing the City they must exercise decisive policy leadership. As one step in carrying out this leadership responsibility, the City Council commits to spending time each year outside of regular City Council meetings to work with the City Manager and staff on setting goals and priorities for the City government, and to work on issues that may be inhibiting the maximal achievement of City goals. (3) Except for the purpose of inquiry, the City Council and its members shall deal with all subordinate City employees, officers, contractors, and consultants solely through the City Manager or the City Manager's designee, and neither the City Council nor any member thereof shall give orders to any subordinate of the City Manager, either publicly or privately. (4) The City Council agrees none of its individual members will order the appointment or removal of any person to any office or employment under the supervision and control of the City Manager. (5) The City Council agrees that any criticism of a City staff member shall be done privately through the City Manager. ICMA Code of Ethics (1) The Parties acknowledge that the City Manager is a member of the International City Management Association ( "ICMA "). The Parties mutually desire that the City Manager be subject to and comply with the ICMA Code of Ethics (Attachment A). (2) The City Manager commits to comply with the ICMA Code of Ethics. (a) The City and the City Council agree that neither the City Council nor any of its members will give the City Manager any order, direction, or request that would require the City Manager to violate the ICMA Code of Ethics. MISCELLANEOUS PROVISIONS A. Amendments This Agreement may be amended at any time by City and the City Manager. Any amendments ar e writing, and adopted by the City Council. Page 10 of 15 mutual agreement of the to be negotiated, put in 0 0 B. Conflict of Interest (1) The City Manager shall not engage in any business or transaction or shall have a financial or other personal interest or association, direct or indirect, which is in conflict with the proper discharge of official duties or would tend to impair independence of judgment or action in the performance of official duties. Personal as distinguished from financial interest includes an interest arising from blood or marriage relationships or close business, personal, or political associations. This section shall not serve to prohibit independent acts or other forms of enterprise during those hours not covered by active City employment, providing such acts do not constitute a conflict of interest as defined herein. (2) The City Manager shall also be subject to the conflict of interest provisions of the California Government Code and any conflict of interest code applicable to the City Manager's City employment. (3) The City Manager is responsible for submitting to the City Clerk the appropriate Conflict of Interest Statements at the time of appointment, annually thereafter, and at the time of separation from the position. C. Indemnification (1) To the full extent of the law as provided by the California Torts Claims Act (Government Code Section 810 et seq.) and the indemnity provisions of this Agreement, whichever shall provide the greatest protection to the City Manager, the City shall defend and indemnify the City Manager against and for all losses sustained by the City Manager in direct consequences.of the discharge of the City Manager's duties on the City's behalf for the period of the City Manager's employment. (2) The City shall defend, _save harmless and- indemnify the City Manager against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of the City Manager's duties as City Manager. The City may compromise and settle any such claim or suit and pay the amount of any settlement orjudgment rendered thereon. (3) Whenever the City Manager shall be sued for damages arising out of the performance of the City Manager's duties, the City shall provide defense counsel for the City Manager in such suit and indemnify the City Manager from any judgment rendered against the City Manager; provided that such indemnity shall not extend to any judgment for damages arising out of any willful wrongdoing. This indemnification shall extend beyond termination of employment and the otherwise expiration of this Agreement to provide protection for any such acts undertaken or committed in the City Manager's Page 11 of 15 •, 9 capacity as City Manager, regardless of whether the notice of filing of a lawsuit occurs during or following employment with the City. This indemnity provision shall survive the termination of the Agreement and is in addition to any other rights or remedies that the City Manager may have under the law. (4) The City and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the City Manager, while acting within the scope of the City Manager's duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the City or any party affiliated with or otherwise claiming under or through it, regardless of any prior, concurrent, or subsequent active or passive negligence by the City Manager. (5) In the event that the City Manager shall serve as the chief executive of other City - related legal entities as provided in Section 6.A(1 )(c) above, then each provision of this Section 7.0 shall be equally applicable to each City - related legal entity as though set forth in an indemnity agreement between the City Manager and that legal entity. The City hereby guarantees the performance of this indemnity obligation by the City - related legal entity, and shall indemnify and hold the City Manager harmless against any failure or refusal by City - related legal entity to perform its obligations under this Section 7.C. D. Severability If any clause, sentence, part, section, or portion of this Agreement is found by a court of competent jurisdiction to be illegal or unenforceable, such clause, sentence, part, section, or portion so found shall be regarded as though it were not part of this Agreement and the remaining parts of this Agreement shall be fully binding and enforceable by the Parties hereto. E. Laws Affecting Title In addition to those laws affecting a City Manager, the City Manager shall have the same powers, rights and responsibilities as a Chief Executive Officer, City Administrative Officer, Administrator, and /or City Administrator as those terms are used in local, state or federal laws. F. Jurisdiction and Venue This Contract shall be construed in accordance with the laws of the State of California, and the Parties agree that venue shall be in Los Angeles County, California. G. Entire Agreement This Contract represents the entire agreement of the Parties, and no representations have been made or relied upon except as set forth herein. Page 12 of 15 0 0 This Contract may be amended or modified only by a written, fully executed agreement of the Parties. H. Notice Any notice, amendments, or additions to this Agreement, including change of address of either party during the term of this Agreement, which the City Manager or the City shall be required, or may desire, to make shall be in writing and shall be sent by prepaid first class mail or hand - delivered to the respective Parties as follows: (1) If to the City: Rosemead City Hall 8838 East Valley Boulevard Rosemead, CA 91770 ATTN: Mayor & City Council (2) If to the City Manager: Oliver Chi 7051 Via Savino Place Rancho Cucamonga, CA 91739 Page 13 of 15 ATTACHMENT A ICMA Code Of Ethics The ICMA Code of Ethics was adopted by the ICMA membership in 1924, and most recently amended by the membership in May 1998. The mission of ICMA is to create excellence in local governance by developing and fostering professional local goverment management worldwide. To further this mission, certain principles, as enforced by the Rules of Procedure, shall govern the conduct of every member of ICMA, who shall: 1. Be dedicated to the concept=_ of effective and democratic local government by responsible elected officials and believe that professional general management is essential to the achievement of this objective. 2. Affirm the dignity and worth of the services rendered by government and maintain a constructive, creative, and practical attitude toward local government affairs and a deep sense of social responsibility as a trusted public servant. 3. Be dedicated to the highest ideals of honor and integrity in all public and personal relationships in order that the member may merit the respect and confidence of the elected officials, of other officials and employees, and of the public. 4. Recognize that the chief function of local government at all times is to serve the best interests of all of the people. 5. Submit policy proposals to elected officials; provide them with facts and advice on matters of policy as a basis for making decisions and setting community goals; and uphold and implement local government policies adopted by elected officials. 6. Recognize that elected representatives of the people are entitled to the credit for the establishment of local government policies, responsibility for policy execution rests with the members Page 15 of 15 7. Refrain from all political activities which undermine public confidence in professional administrators. Refrain from participation in the election of the members of the employing legislative body. i 8. Make it a duty continually to improve the member's professional ability and to develop the competence of associates in the use of management techniques. 9. Keep the community informed on local government a8airs; encourage communication between the citizens and all local government officers; emphasize friendly and courteous service to the public; and seek to improve the quality and image of public service. 10.Resist any encroachment on professional responsibilities, believing the member should be free to carry out official policies without interference, and handle each problem without discrimination on the basis of principle and justice. 11. Handle all matters of personnel on the basis of merit so that fairness and impartiality, govern a members decisions, pertaining to appointments, pay adjustments, promotions, and discipline. 12. Seek no favor, believe that personal aggrandizement or profit secured by confidential information or by misuse of public time is dishonest. 8. EXECUTION IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written. City City Manager CITY OF ROSEMEAD OLIVER CHI A Municipal Corporation An Individual By: I� John Tran Mayor ATTEST: By: J, � � /1 Nina Castruita City Clerk APPROVED AS TO FORM: By: G&.—C—L— Oliver Chi Page 14 of 15 1] Employment Agreement Between CITY OF ROSEMEAD And OLIVER CHI 0. INTERIM CITY MANAGER EMPLOYMENT AGREEMENT THIS AGREEMENT is made this 12 °i day of June 2007 by and between the City Council of the City of Rosemead ( "City" or "City Council ") and Oliver Chi ( "Interim City Manger "), collectively the "Parties." 1. Term. The City hereby employs Oliver Chi as its Interim City Manger beginning the 12`h day of June 2007 for a six month period subject to the terms and conditions set forth herein. 2. Salary. The Interim City Manger's salary shall be Thirteen Thousand, Five Hundred and Forty -Seven Dollars ($13,547.00) per month. During the tern of this Agreement, the Interim City Manager's salary shall be maintained at 110% more than the next highest paid City employee. The payment of the Interim City Manager's salary shall be consistent with the City's regular payroll procedures. The Interim City Manager's salary for any period of this Agreement may be changed by mutual written consent of the Interim City Manager and the City Council. A change in salary shall neither constitute the creation of a new contract nor extend the termination date of this Agreement. The Interim City Manager is currently a City employee. Immediately prior to entering into this Agreement to be Interim City Manager, Oliver Chi was the City's Deputy City Manager. Upon termination of this Agreement pursuant to either paragraph 5 or paragraph 6 of this Agreement, Oliver Chi shall be appointed as the Deputy City Manager. The tenns and conditions of Oliver Chi's employment as City's Deputy City Manager shall be in accordance with City law and policy pertaining to the position of Deputy City Manager. 3. Interim City Manager's Duties. Interim City Manager shall perform the duties and have the powers specified in Chapter 2.08 of the City Municipal Code. The Interim City Manager shall also have whatever other legally permissible and proper duties and functions as the Council shall from time to time assign. 4. Evaluation. The City Council may evaluate and discuss the performance of the Interim City Manager at any time during the tenn of this Agreement. The City Council shall communicate its evaluation to the Interim City Manager. If the City Council evaluates the Interim City Manager in writing, the written evaluation shall be delivered to the Interim City Manager and a copy of the evaluation shall be placed in the Interim City Manager's personnel file. City Council shall discuss evaluations of the Interim City Manager only in closed session. 0 0 5. Termination of Contract. a. Mutual Consent. This Agreement may be terminated at any time by mutual consent of the City Council and the Interim City Manager. b. Termination of Interim City Manager for Cause. The Interim City Manager's status as Interim City Manager, and all of the Interim City Manager's rights under this Agreement, may be terminated by the City Council at any time for a material breach of this Agreement. C. Employment of Permanent City Manager. This Agreement shall terminate upon the City Council's employment of a new permanent City Manager. However, the City Council may require that the Agreement continue until the new permanent City Manager reports for duty. 6. Early Termination. The City Council unilaterally and without cause may terminate this Agreement at any time upon thirty (30) days written notice to the Interim City Manager. The Interim City Manager may also terminate the Agreement upon thirty (30) days written notice to the Mayor. 7. Fringe Benefits, Holidays, Vacation and Sick Leave. Interim City Manager shall continue to receive the same level of fringe benefits, holidays, vacation and sick leave as other Department Head level employees in the City. 8. General Provisions. a. Governing* Law and Venue. This Agreement, and the rights and obligations of the Parties, shall be governed by and construed in accordance with the laws of the State of California. b. Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties. There are no oral understandings, terms or conditions, and the Parties have not relied upon any representation, express or implied, not contained in this Agreement. C. No Assignment. The Interim City Manager may not assign or transfer any rights granted or obligations assumed under this Agreement without the consent and approval of the City Council. d. Modifications. This Agreement cannot be changed or supplemented orally. It may be modified or superseded only by a written instrument executed by both of the Parties. 2 1 • e. Sevcrability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement shall continue in full force and effect. CITY OF ROSEMEAD By: 11Vq C/ Joy Tran, Mayor ATTEST By. Jl� Nina Casiruita, City Clerk APPROVED AS TO FORM t I hereby accept this offer of employment and agreement to comply with the conditions hereof, and to fulfill all of the duties of employment as INTERIM CITY MANAGER to the CITY OF ROSEMEAD. OLIVER CHI 3 0 6 EARLY RETIREMENT INCENTIVE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND DONALD WAGNER This Agreement is entered into by and between the City of Rosemead ( "City ") and Donald Wagner ( "Employee "), with respect to the terms and conditions under which Employee will accept an early retirement in order to facilitate a reorganization of City operations and responsibilities. Recitals A. Employee has been employed by the City since May 9, 1983 as the Assistant City Manager. B. Over the past several months an analysis has been conducted by the City regarding ways in which City operations can be streamlined and improved and a determination has been made that existing management staff should be reorganized. C. In order to facilitate the reorganization, Employee has agreed to retire earlier than the date he originally planned on retiring, subject to the terms and conditions set forth herein. D. This Agreement was first discussed as of September 18, 2006 and was approved by the City Council on October 24, 2006. NOW, THEREFORE, in consideration of the foregoing Recitals which are hereby incorporated into the operative provisions of this Agreement by this reference and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the City and the Employee agree as follows: 1. Employee's last day of employment with the City shall be December 3, 2006. Subject to approval of the City Manager, Employee may use as much of his accrued vacation as he desires between the effective date of this Agreement and the last day of employment. Employee shall accrue all benefits to which he is entitled during this time period as though there were no Retirement Incentive Agreement in place. As an incentive for the early retirement the City will provide the following: A. City will purchase an additional 1.404 years of service credit in the Public Agency Retirement Services (PARS) system at a total cost of approximately $95,000. B. Unused Sick Leave — Employee shall be entitled to payment in full for all unused hours of sick leave in accordance with Section 3.3.6 of the City of Rosemead Employee Handbook. 0 0 C. Unused Vacation Leave — Employee shall be entitled to payment in full for all unused hours of vacation leave. D. Except as specifically set forth herein, Employee shall be entitled to all other benefits set forth in the Employee Handbook. 3. Employee understands and acknowledges that he is covered by the City's Employee Handbook and entitled to all the rights and obligations set forth therein. Employee waives any rights and remedies he may have under the City's Employee Handbook in connection with his employment with the City, or the cessation thereof and retirement therefrom. 4. In consideration for the promises contained in this Agreement, Employee, on behalf of himself, his heirs, executors, administrators, assigns and successors, fully and forever releases, discharges and covenants not to sue or otherwise institute or in any way actively participate in, or voluntarily assist in the prosecution of, any legal or administrative proceedings or inquiries against the City, including without limitation, City departments, commissions, agencies, boards, subsidiaries, related entities, and current or former officers, directors, elected and appointed officials, agents, employees, or assigns, (all of whom are hereinafter collectively referred to as "City ") with respect to any matter directly or indirectly arising out of, connected with, or related in any way to Employee's employment with the City, or the cessation thereof or retirement therefrom. 5. A. This is a complete general release that will forever bar Employee from pursuing any claims against the City relating to or directly or indirectly arising out of his employment or the cessation or termination thereof. Employee understands and agrees that he is waiving any rights he may have had, now has, or in the future may have, to pursue any and all remedies available to him under any cause of action directly or indirectly arising out of his employment relationship with the City, including without limitation, claims of wrongful discharge; constructive termination; emotional distress; retaliation; breach of contract; claims under the Labor Code, (save and except for claims for accrued wages and vacation upon termination); claims to worker's compensation, including but not limited to claims under Labor Code section 132; violation of the City's ordinances, regulations, resolutions, personnel rules and other City enactments; the Meyers - Milias Brown Act; violations of any memoranda of understanding covering Employee; and claims under Title VII of the 1964 Civil Rights Act; the Civil Rights Act of 1991; the California Fair Employment and Housing Act; the Americans With Disabilities Act and comparable state statutes and regulations; the Family Medical Leave Act and comparable state statutes and regulations; any and all state and federal whistle - blower statutes and/or freedom of speech causes of action; the California and United States Constitutions; the Equal Pay Act of 1963; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Civil Rights Act of 1866; and any other laws and regulations relating to employment and/or discrimination. In addition, Employee releases City from any and all rights he may have had or now has, for defamation. B. With regard Employee's waiver of rights under the ADEA and Older Workers Benefit Protection Act only (see 29 CFR - 1625.22); such waiver shall not be deemed to waive rights or claims that may arise after the date this Agreement is executed. Employee is waiving his rights to sue City on any basis related to his age. Employee may revoke this waiver and thereby revoke this Agreement under the OWBPA within seven (7) days following his execution of this Agreement. Employee has been given more than twenty -one (21) days to consider this particular waiver. This Agreement shall not become effective or enforceable until such revocation period has passed. 6. As further consideration of this Agreement, Employee agrees that he has not filed or otherwise pursued any charges, complaints or claims of any nature with any local or federal government agency or court with respect to any matter covered by this Agreement and, to the extent permitted by law, he agrees that he will not in any manner institute, prosecute or pursue any such charge, complaint or claim in the future. If any government agency or court assumes jurisdiction of any charge, complaint, cause of action or claim covered by this Agreement against the City or anyone else released hereby on behalf of or related to Employee, he will take such action to insure that such agency or court withdraws from or dismisses the matter with prejudice including, but not limited to, requesting such action by such agency or court, and he will not participate or cooperate in such matters, except as required by law or as specified in this Agreement. 7. Employee represents and warrants that he has not transferred or assigned, or purported or attempted to transfer or assign, any of the claims and rights herein released or affected. 8. Employee understands and expressly agrees that, except as provided herein, this Release extends to all claims of every nature and kind, known or unknown, suspected or unsuspected, past, present or future, arising from or attributable to, Employee's employment with the City, and that any and all rights under Section 1542 of the California Civil Code or any analogous state law or federal law or regulation are hereby expressly waived. Section 1542 of the Civil Code of the State of California reads 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. 9. The City and Employee shall bear their own legal expenses and costs, and the parties expressly waive any right to recover attorney fees or costs. 10. If any word, phrase, sentence or provision of this Agreement is found to be unenforceable, then the remaining words, phrases, sentences and provisions shall remain valid and enforceable. 0 0 11. The City and Employee agree and acknowledge that this Agreement constitutes the entire understanding and agreement of the parties and is the sole and entire agreement in this matter. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and no promises, inducements or agreements, other than those expressed herein, have been made in connection with this Agreement. The City and Employee further agree and acknowledge that this Agreement may not be modified except through a writing executed by the parties. 12. Employee acknowledges that he has read and understands the terms, conditions, releases and waivers contained in this Agreement, and he has executed this Agreement voluntarily and without coercion. 13. This Agreement shall become effective once the seven -day revocation period specified in Section 5(B) has passed without Employee invoking his right to revoke his waiver under the OWBPA. 14. Notices under this Agreement shall be provided at the following addresses: City: Andrew C. Lazzaretto City Manager City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Employee Donald Wagner City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 In witness whereof, the City and Employee has each executed this Agreement as of the date indicated by their signature. CITY OF ROSEMEAD Dated: October o26 , 2006 0 DONALD WAGNER • EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into this 28th day of February, 2006 by and between the City of Rosemead, State of California, a municipal corporation, hereinafter called the "City ", and Andrew C. Lazzaretto, Jr., hereinafter called "Employee" or "Lazzaretto ". WITNESSETH WHEREAS, the City desires to employ the services of Lazzaretto as City Manager of the City of Rosemead, pursuant to the provisions of Title 2, Chapter 2.08 of the Rosemead Municipal Code; and WHEREAS, it is the desire of the City Council to provide certain benefits, establish certain conditions of employment, and to set working conditions of said Employee, WHEREAS, it is the desire of the City Council to (1) retain the services of Employee and to provide inducement for him to remain in such employment, (2) make possible full work productivity by assuring Employee's morale and peace of mind with respect to future security, (3) act as a deterrent against malfeasance or inadequate performance on the part of the Employee, and (4) provide a just means for terminating Employee's services at such time as he may be unable fully to discharge his duties due to disability or when City may desire to otherwise terminate his employ; WHEREAS, Employee desires to be retained as City Manager of City; and WHEREAS, The provisions of the Rosemead Municipal Code Section 2.08.090 are incorporated herein by reference; and NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: SECTION 1. Duties Effective March 1, 2006, City hereby employs Lazzaretto as City Manager of said City for the term provided in Section 2 hereof, to perform the functions and duties specified in Sections 2.08.080 and 2.08.090 of said Municipal Code, and to perform such other legally permissible and proper duties and functions as the City Council shall from time to time assign. SECTION 2. Term A. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the City Council to terminate the services of Employee at any time, subject only to the provisions set forth in Section 3, paragraphs A and B, of this Agreement. B. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of Employee to resign at any time from his position with City, subject only to the provisions set forth in Section 3, paragraph C, of this Agreement. C. Employee shall, following the assumption of the office of City Manager on March 1, 2006, remain in the exclusive employ of the City until February 28, 2009. Employee agrees not to accept, nor to become employed by any other employer until said termination date, unless said termination date. is effected as hereinafter provided. D. The term "employed by any other employer" shall not be construed to include occasional teaching, writing, or consulting performed on Employee's time off. Additionally, City recognizes that Lazzaretto currently has his own business and in accepting this job with City, Lazzaretto will need to devote time to closing down that business over the next several months. City of Rosemead, Lazzaretto Employment Agreement, February 28, 2006 Page 2 of 4 E. In the event written notice is not given by either party to this Agreement to the other at least 180 days prior to the termination date as hereinabove provided, this Agreement shall be extended on the same terms and conditions as herein provided for an additional period of two years. This Agreement shall continue thereafter for two -year periods unless at least 180 days' written notice is given prior to time of expiration of a two -year period. SECTION 3. Termination and Severance Pay A. In the event Employee is terminated by the City Council before expiration of the aforesaid term of employment and during such time as Employee is willing and able to perform the duties of City Manager, then in that event City agrees to pay Employee a lump sum cash payment equal to eighteen months' aggregate salary severance pay, subject to the limitations of Government Code Section 53260 (a). In no event shall the Employee receive more than eighteen (18) months' salary as severance pay. In the event Employee is terminated because of his conviction of any illegal act involving personal gain to him, then, in that event, City shall have no obligation to pay such severance pay provided for in this paragraph. B. In the event City at any time during the employment term reduces the salary or other financial benefits of Employee in a greater percentage than an applicable across - the -board reduction for all City employees, or in the event City refuses, following written notice, to comply with any other provision hereof benefiting Employee, or if Employee resigns following a suggestion, whether formal or informal, by the City Council that he resign, then, in that event, Employee may at his option be deemed to be "terminated" at the date of such reduction, such refusal, or such resignation, for the purpose of the above severance pay provision. C. Employee shall give the City six months' written notice in advance in the event Employee voluntarily resigns his position with City before expiration of the aforesaid term of employment. SECTION 4. Salary A. City agrees to pay Employee for his services rendered pursuant hereto an annual base salary of $175,000 payable in installments at the same time as other employees of City are paid. B. In addition, City agrees to increase said base salary and /or other benefits of Employee in such amounts and to such an extent as the City Council may determine to be desirable on the basis of an annual salary review of said Employee. Such review shall be made at the same time as similar consideration is given other employees of City generally. SECTION 5. Hours of Work A. It is recognized that Employee must devote a great deal of his time outside normal office hours to business of the City, and to that end Employee will be allowed to take equivalent compensatory time off as he shall deem appropriate during said normal office hours. B. Employee shall not spend more time than ten (10) hours per week in teaching, consulting, or other noncity - connected business without the express prior approval of the City Council, except during the 'wind down period'. SECTION 6. Automobile Allowance Employee's duties require that during his employment with City he have the exclusive and unrestricted use at all times (vacation excepted) of an automobile. In lieu of City providing an automobile and paying for liability, property damage, and comprehensive insurance and for maintaining, repairing and replacing the automobile, City shall pay Employee a monthly auto allowance of $800. City of Rosemead, Lazzaretto.Employment Agreement, February 28, 2006 Page 3 of 4 SECTION 7. Dues and Subscriptions City agrees to budget and to pay the professional dues and subscriptions of Employee necessary for his continuation and full participation in national, regional, state, and local associations and organizations necessary and desirable for Employee's continued professional participation, growth, and advancement, and for the good of the City. SECTION B. Professional Development A. City hereby agrees to budget and to pay the travel and subsistence expenses of Employee for professional and official travel, meetings, and occasions adequate to continue the professional development of Employee and to adequately pursue necessary official and other functions for City, including but not limited to the Annual Conference of the International City Management Association, the League of California Cities, and such other national, regional, state, and local governmental groups and committees thereof which Employee serves as a member. B. City also agrees to budget and to pay for the travel and subsistence expenses of Employee for short courses, institutes, and seminars that are necessary for his professional development and for the good of the City. SECTION 9. Chamber of Commerce Membership City recognizes the desirability of representation in and before the local Chamber of Commerce, and Employee is authorized to become a member of such civic organization. City shall pay all expenses incident to such membership. SECTION 10. Vacation Sick and Administrative Leave A. Employee shall accrue, and have credited to his personal account, vacation and sick leave at the same rate as other general employees of City. B. Employee shall be entitled to Administrative Leave of five (5) days during each fiscal year. This leave may not be taken in conjunction with accrued vacation and must be taken off each year so as not to accrue. SECTION 11. Disability, Health and Life Insurance A. City agrees to provide hospitalization, surgical, and comprehensive medical insurance for Employee and his dependents and to pay the premiums thereon. Such insurance shall be at least equal to that provided all other City employees. B. City shall provide travel insurance for Employee while he is traveling on City business, with Employee to name beneficiary thereof. SECTION 12. Other Terms and Conditions of Employment A. The City Council shall fix and such other terms and conditions of employment, as it may determine from to time, relating to the performance of Employee, provided such terms and conditions are not inconsistent with or in conflict with law or the provisions of this Agreement. B. All provisions of the Municipal Code, and regulations and rules of City relating to vacation and sick leave, retirement and pension system contributions, holidays, and other fringe benefits and working conditions as they now exist or hereafter may be amended, shall apply to Employee in like manner as they City of Rosemead, Lazzaretto Employment Agreement, February 28, 2006 Page 4 of 4 would to other employees of City, unless other specific provisions with respect thereto are made herein. C. Employee shall be entitled to receive the same vacation and sick leave benefits as are accorded department heads, including provisions governing accrued vacation and payment therefor on termination of employment. SECTION 13. General Provisions A. The text herein shall constitute the entire Agreement between the parties. B. This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of Employee. C. If any provision, or any portion thereof, contained in this Agreement is held to be unconstitutional, invalid, or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect. SECTION 14. Attorney's Fees A. In the event that any legal action is commenced to enforce or interpret the terms or conditions of this Agreement, the prevailing party shall, in addition to any other relief and costs, be entitled to reasonable attorney's fees. B. Piror to any legal action by either party to enfore or interpret the terms of this agreement, the parties shall submit the dispute to mediation. The mediation process shall be mutually agreed upon by both parties and said mediaton shall not be binding, unless agreed upon in advance. IN WITNESS WHEREOF, the City of Rosemead has cause this Agreement to be signed and executed in its behalf by its Mayor, and duly attested by its City Clerk, and Employee has signed and executed this Agreement, both in duplicate the day and year first above written. ATTEST: APPROVED AS TO FORM: CITY OF ROSEMEAD By: 0,4S., '-7e-r—o� �— YOR By: A VhiaCakkuita, City Clerk By: &�— Pet Wallin, City Attorney EMPLOYEE By: ef Andrew C. LaAkhtto, Jr. CtUe�t�Al e, EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into this 28th day of February, 2006 by and between the City of Rosemead, State of California, a municipal corporation, hereinafter called the "City ", and Andrew C. Lazzaretto, hereinafter called "Employee" or "Lazzaretto ". WITNESSETH WHEREAS, the City desires to employ the services of said Andrew Lazaretto as City Manager of the City of Rosemead, pursuant to the provisions of Title 2, Chapter 2.08 of the Rosemead Municipal Code; and WHEREAS, it is the desire of the City Council to provide certain benefits, establish certain conditions of employment, and to set working conditions of said Employee; and WHEREAS, it is the desire of the City Council to (1) retain the services of Employee and to provide inducement for him to remain in such employment, (2) to make possible full work productivity by assuring Employee's morale and peace of mind with respect to future security, (3) to act as a deterrent against malfeasance or inadequate performance on the part of the Employee, and (4) to provide a just means for terminating Employee's services at such time as he may be unable fully to discharge his duties due to disability or when City may desire to otherwise terminate his employ, and WHEREAS, Employee desires to be retained as City Manager of City; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows; SECTION 1. Duties Effective March 1, 2006, City hereby employs Lazaretto as City Manager of said City for the term provided in Section 2 hereof, to perform the functions and duties specified in Sections 2.08.080 and 2.08.090 of said Municipal Code, and to perform such other legally permissible and proper duties and functions as the City Council shall from time to time assign. SECTION 2. Term A. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the City Council to terminate the services of Employee at any time, subject only to the provisions set forth in Section 3, paragraphs A and B, of this Agreement. B. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of Employee to resign at any time from his position with City, subject only to the provisions set forth in Section 3, paragraph C, of this Agreement. C. Employee shall, following the assumption of the office of City Manager on March 1, 2006, remain in the exclusive employ of the City until February 28, 2009. Employee agrees to not to seek, to accept, nor to become employed by any other employer until said termination date, unless said termination date is effected as hereinafter provided. The term "employed by any other employer" shall not be construed to include occasional teaching, writing, or consulting performed on Employee's time off. Additionally, City recognizes that Lazaretto currently has his own business and in accepting this job with City, Lazaretto will need to devote time to closing down that business over the next several months. D. In the event written notice is not given by either party to this Agreement to the other at least 180 days prior to the termination date as hereinabove provided, this Agreement shall be extended on the same terms and conditions as herein provided for an additional period of two years. This Agreement shall continue thereafter for two -year periods unless at least 180 days' written notice is given prior to time of expiration of a two -year period. SECTION 3. Termination and Severance Pay A. In the event Employee is terminated by the City Council before expiration of the aforesaid term of employment and during such time as Employee is willing and able to perform the duties of City Manager, then in that event City agrees to pay Employee a lump such cash payment equal to eighteen months' aggregate salary severance pay, subject to the limitations of Government Code Section 53260 (a). In no event shall the Employee receive more than eighteen (18) months' salary as severance pay. In the, event Employee is terminated because of his conviction of any illegal act involving personal gain to him, then, in that event, City shall have no obligation to pay such severance pay provided for in this paragraph. B. In the event City at any time during the employment term reduces the salary or other financial benefits of Employee in a greater percentage than an applicable across - the -board reduction for all City employees, or in the event City refuses, following written notice, to comply with any other provision hereof benefiting Employee, or if Employee resigns following a suggestion, whether formal or informal, by the City Council that he resign, then, in that event, Employee may at his option be deemed to be "terminated" at the date of such reduction, such refusal, or such resignation, for the purpose of the above severance pay provision. 0 0 C, Employee shall give the City six months' written notice in advance in the event Employee voluntarily resigns his position with City before expiration of the aforesaid term,of employment. SECTION 4. Salary City agrees to pay Employee for his services rendered pursuant hereto an annual base salary of $175,000 payable in installments at the same time as other employees of City are paid. In addition, City agrees to increase said base salary and /or other benefits of Employee in such amounts and to such an extent as the City Council may determine to be desirable on the basis of an annual salary review of said Employee. Such review shall be made at the same time as similar consideration is given other employees of City generally. SECTION 5. Hours of Work A. It is recognized that Employee must devote a great deal of his time outside normal office hours to business of the City, and to that end Employee will be allowed to take equivalent compensatory time off as he shall deem appropriate during said normal office hours. B. Employee shall not spend more time than ten (10) hours per week in teaching, consulting, or other noncity- connected business without the express prior approval of the City Council SECTION 6. Automobile Allowance Employee's duties require that during his employment with City he have the exclusive and unrestricted use at all times (vacation excepted) of an automobile. In lieu of City providing an automobile and paying for liability, property damage, and comprehensive insurance and for maintaining, repairing and replacing the automobile, City shall pay Employee a monthly auto allowance of $800. SECTION 7. Dues and Subscriptions - City agrees to budget and to pay the professional dues and subscriptions of Employee necessary for his continuation and full participation in national, regional, state, and local associations and organizations necessary and desirable for Employee's continued professional participation, growth, and advancement, and for the good of the City. 0 0 SECTION 8. Professional Development A. City hereby agrees to budget and to pay the travel and subsistence expenses of Employee for professional and official travel, meetings, and occasions adequate to continue the professional development of Employee and to adequately pursue necessary official and other functions for City, including but not limited to the Annual Conference of the International City Management Association, the League of California Cities, and such other national, regional, state, and local governmental groups and committees thereof which Employee serves as a member. B. City also agrees to budget and to pay for the travel and subsistence expenses of Employee for short courses, institutes, and seminars that are necessary for his professional development and for the good of the City. SECTION 9. Chamber of Commerce Membership City recognizes the desirability of representation in and before the local Chamber of Commerce, and Employee is authorized to become a member of such civic organization. City shall pay all expenses incident to such membership. SECTION 10. Vacation. Sick and Administrative Leave A. Employee shall accrue, and have credited to his personal account, vacation and sick leave at the same rate as other general employees of City. B. Employee shall be entitled to Administrative Leave of five (5) days during each fiscal year. This leave may not be taken in conjunction with accrued vacation and must be taken off each year so as not to accrue. SECTION 11. Disability. Health and Life Insurance A. City agrees to provide hospitalization, surgical, and comprehensive medical insurance for Employee and his dependents and to pay the premiums thereon. Such insurance shall be at least equal to that provided all other City employees. B. City shall provide travel insurance for Employee while he is traveling on City business, with Employee to name beneficiary thereof. SECTION 12. Other Terms and Conditions of Employment A. The City Council shall fix and such other terms and conditions of employment, as it may determine from to time, relating to the performance of Employee, provided such terms and conditions are not inconsistent with or in conflict with law or the provisions of this Agreement. B. All provisions of the Municipal Code, and regulations and rules of City relating to vacation and sick leave, retirement and pension system contributions, holidays, and other fringe benefits and working conditions as they now exist or hereafter may be amended, shall apply to Employee in like manner as they would to other employees of City, unless other specific provisions with respect thereto are made herein. C. Employee shall be entitled to receive the same vacation and sick leave benefits as are accorded department heads, including provisions governing accrued vacation and payment therefor on termination of employment. SECTION 13. General Provisions A. The text herein shall constitute the entire Agreement between the parties. B. This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of Employee. C. If any provision, or any portion thereof, contained in this Agreement is held to be unconstitutional, invalid, or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect: SECTION 14. Attorney's Fees In the event that any legal action is commenced to enforce or interpret the terms or conditions of this Agreement, the prevailing party shall, in addition to any other relief and costs, be entitled to reasonable attorney's fees. IN WITNESS WHEREOF, the City of Rosemead has cause this Agreement to be signed and executed in its behalf by its Mayor, and duly attested by its City Clerk, and Employee has signed and executed_ this Agreement, both in duplicate the day and year first above written. ATTEST: APPROVED AS TO FORM: CITY OF ROSEMEAD By: MAYOR la Nina Castruita, City Clerk Peter L. Wallin, City Attorney • 0 EMPLOYEE la Andrew C. Lazaretto 6 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement is made and entered into this 22nd day of June, 2004 by and between the City of Rosemead, a municipal corporation hereinafter called "City" and Bill Crowe, hereinafter called "Employee ". WHEREAS, the parties entered into an agreement for Employee to serve as City Manager of City in 2002; and WHEREAS, City wishes to extend the Agreement with Employee; NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties amend their Agreement, attached hereto as Exhibit "A ", as follows: 1. Section 2 C - Term is hereby amended to read as follows: C. Employee shall remain in the exclusive employ of City until May 31, 2008. Employee agrees not to seek, to accept, nor to become employed by any other employer until said termination date, unless said termination date is effected as hereinafter provided. 2. Section 4 - Salary is hereby amended to read as follows: City agrees to pay Employee for his services rendered pursuant hereto an annual base salary, as set forth below. Said salary to be payable in installments at the same time as other employees of the City are paid. Effective July 1, 2004 Employee shall be paid an annual salary of $ 145,000.00. 3. The Agreement between the parties is hereby amended to include a new paragraph 14 - Attorneys fees as follows: SECTION 14. ATTORNEYS FEES In the event that any legal action is commenced to enforce or interpret the terms or conditions of this Agreement, the prevailing party shall, in addition to any other relief and costs, be entitled to reasonable attorney's fees. 4. Except as provided in this First Amendment to Employment Agreement, the Agreement between the parties shall remain in full force and effect. C1 IN WITNESS WHEREOF, the City of Rosemead has caused this First Amendment to Agreement to be signed and executed on its behalf by its Mayor, and duly attested by its City Clerk, and Employee has signed and executed this First Amendment to Agreement, both in duplicate the day and year first above written. ATTEST: ancy V131derrama, CMC City Clerk APPROVED AS TO FORM AND CONTENT: Robert bert L. Kress, City Attorney CITY OF ROSEMEAD By: / , l2,� 6&-t v Margar Clark, Mayor EMPLOYEE r� Bill Crowe EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into this 23' day of April, 2002 and between the City of Rosemead, State of California, a municipal corporation, hereinafter called the "City ", and Bill Crowe, hereinafter called "Employee ". WITNESSETH WHEREAS, the City desires to employ the services of said Bill Crowe as City Manager of the City of Rosemead, pursuant to the provisions of Title 2, Chapter 2.08 of the Rosemead Municipal Code; and WHEREAS, it is the desire of the City Council to provide certain benefits, establish certain conditions of employment, and to set working conditions of said Employee; and WHEREAS, it is the desire of the City Council to (1) retain the services of Employee and to provide inducement for him to remain in such employment, (2) to make possible full work productivity by assuring Employee's morale and peace of mind with respect to future security, (3) to act as a deterrent against malfeasance or inadequate performance on the part of the Employee, and (4) to provide a just means for terminating Employee's services at such time as he may be unable fully to discharge his duties due to disability or when City may desire to otherwise terminate his employ; and WHEREAS, Employee desires to be retained as City Manager of City; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: SECTION 1. Duties Effective June 1, 2002, City hereby employs Bill Crowe as City Manager of said City for the term provided in Section 2 hereof, to perform the functions and duties specified in Sections 2.08.080 and 2.08.090 of said Municipal Code, and to perform such other legally permissible and proper duties and functions as the City Council shall from time to time assign. SECTION 2. Term A. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the City Council to terminate the services of Employee at any time, subject only to the provisions set forth in Section 3, paragraphs A and B, of this Agreement. 0 0 B. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of Employee to resign at any time from his position with City, subject only to the provisions set forth in Section 3, paragraph C, of this Agreement. C. Employee shall, following the assumption of the office of City Manager on June 1, 2002, remain in the exclusive employ of the City until May 31, 2006. Employee agrees to not to seek, to accept, nor to become employed by any other employer until said termination date, unless said termination date is effected as hereinafter provided. The term "employed by any other employer" shall not be construed to include occasional teaching, writing, or consulting performed on Employee's time off. D. In the event written notice is not given by either party to this Agreement to the other at least 180 days prior to the termination date as hereinabove provided, this Agreement shall be extended on the same terms and conditions as herein provided for an additional period of two years. This Agreement shall continue thereafter for two -year periods unless at least 180 days' written notice is given prior to time of expiration of a two -year period. SECTION 3. Termination and Severance Pay A. In the event Employee is terminated by the City Council before expiration of the aforesaid term of employment and during such time as Employee is willing and able to perform the duties of City Manager, then in that event City agrees to pay Employee a lump such cash payment equal to eighteen months' aggregate salary severance pay, subject to the limitations of Government Code Section 53260 (a). In no event shall the Employee receive more than eighteen (18) months' salary as severance pay. In addition to the cash settlement, City shall continue to provide full health benefits to Employee for the entire severance period, or until Employee secures other employment which provides equivalent health benefits, whichever occurs first. In the event Employee is terminated because of his conviction of any illegal act involving personal gain to him, then, in that event, City shall have no obligation to pay such severance pay provided for in this paragraph. B. In the event City at any time during the employment term reduces the salary or other financial benefits of Employee in a greater percentage than an applicable across - the -board reduction for all City employees, or in the event City refuses, following written notice, to comply with any other provision hereof benefiting Employee, or if Employee resigns following a suggestion, whether formal or informal, by the City Council that he resign, then, in that event, Employee may at his option be deemed to be "terminated" at the date of such reduction, such refusal, or such resignation, for the purpose of the above severance pay provision. 0 0 C. Employee shall give the City six months' written notice in advance in the event Employee voluntarily resigns his position with City before expiration of the aforesaid term of employment. SECTION 4. Salary City agrees to pay Employee for his services rendered pursuant hereto an annual base salary of $125,000 payable in installments at the same time as other employees of City are paid. In addition, City agrees to increase said base salary and /or other benefits of Employee in such amounts and to such an extent as the City Council may determine to be desirable on the basis of an annual salary review of said Employee. Such review shall be made at the same time as similar consideration is given other employees of City generally. SECTION 5. Hours of Work A. It is recognized that Employee must devote a great deal of his time outside normal office hours to business of the City, and to that end Employee will be allowed to take equivalent compensatory time off as he shall deem appropriate during said normal office hours. B. Employee shall not spend more time than ten (10) hours per week in teaching, consulting, or other noncity- connected business without the express prior approval of the City Council SECTION 6. Automobile Employee's duties require that he shall have the exclusive and unrestricted use at all times (vacation excepted) during his employment with City of an automobile provided to him by City. City shall be responsible for paying for liability, property damage, and comprehensive insurance and for the purchase, operation, maintenance, repair, and regular replacement of said automobile. SECTION 7. Dues and Subscriptions City agrees to budget and to pay the professional dues and subscriptions of Employee necessary for his continuation and full participation in national, regional, state, and local associations and organizations necessary and desirable for Employee's continued professional participation, growth, and advancement, and for the good of the City. • • SECTION 8. Professional Development A. City hereby agrees to budget and to pay the travel and subsistence expenses of Employee for professional and official travel, meetings, and occasions adequate to continue the professional development of Employee and to adequately pursue necessary official and other functions for City, including but not limited to the Annual Conference of the International City Management Association, the League of California Cities, and such other national, regional, state, and local governmental groups and committees thereof which Employee serves as a member. B. City also agrees to budget and to pay for the travel and subsistence expenses of Employee for short courses, institutes, and seminars that are necessary for his professional development and for the good of the City. SECTION 9. Chamber of Commerce Membership City recognizes the desirability of representation in and before the local Chamber of Commerce, and Employee is authorized to become a member of such civic organization. City shall pay all expenses incident to such membership. SECTION 10. Vacation. Sick and Administrative Leave A. Employee shall accrue, and have credited to his personal account, vacation and sick leave at the same rate as other general employees of City. B. Employee shall be entitled to Administrative Leave of five (5) days during each fiscal year. This leave may not be taken in conjunction with accrued vacation and must be taken off each year so as not to accrue. SECTION 11. Disability, Health and Life Insurance A. City agrees to provide hospitalization, surgical, and comprehensive medical insurance for Employee and his dependents and to pay the premiums thereon. Such insurance shall be at least equal to that provided all other City employees. B. City shall provide travel insurance for Employee while he is traveling on City business, with Employee to name beneficiary thereof. SECTION 12. Other Terms and Conditions of Employment A. The City Council shall fix any such other terms and conditions of employment, as it may determine from to time, relating to the performance of Employee, provided such terms and conditions are not inconsistent with or in conflict with law or the provisions of this Agreement. 0 0 B. All provisions of the Municipal Code, and regulations and rules of City relating to vacation and sick leave, retirement and pension system contributions, holidays, and other fringe benefits and working conditions as they now exist or hereafter may be amended, shall apply to Employee in like manner as they would to other employees of City, unless other specific provisions with respect thereto are made herein. ' C. Employee shall be entitled to receive the same vacation and sick leave benefits as are accorded department heads, including provisions governing accrued vacation and payment therefor on termination of employment. SECTION 13. General Provisions A. The text herein shall constitute the entire Agreement between the parties: B. This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of Employee. C. If any provision, or any portion thereof, contained in this Agreement is held to be unconstitutional, invalid, or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect. IN WITNESS WHEREOF, the City of Rosemead has cause this Agreement to be signed and executed in its behalf by its Mayor, and duly attested by its City Clerk, and Employee has signed and executed this Agreement, both in duplicate the day and year first above written. ATTEST: APPROVED AS TO FORM: By: ��--- Nancy Valderraam�a, City Clerk By: 266 26e — Robert L. Kress, City Attorney EMPLOYEE r� By: Bill Crowe FIRST AWNDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT to the employment agreement dated November 9, 1993 by and between the City of Rosemead, hereinafter called the "City" and Frank G. Tripepi, hereinafter called "Employee ": Whereas, Employee has served the City first as Assistant City Manager and then as City Manager since 1974; and Whereas, Employee has expressed his intention to retire from the City service, effective October 1, 2002; and Whereas, Employee and City wish to amend the employment agreement between the parties to reflect the anticipated retirement of and payment of accrued benefits to Employee. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree that the Employment Agreement between the parties, dated November 9, 1993, is hereby amended as follows: 1. From June 1, 2002 through September 30, 2002, Employee shall take accrued vacation leave from City. On May 31, 2002, Employee will turn in City's car, keys to City Hall, City credit cards and all other City equipment he has in his possession. During the time of this vacation leave, Employee will be free to pursue any other employment interests he chooses. 2. On October 1, 2002, the first day of the first month after his 55th birthday, Employee will retire from the service of the City. 3. On or before December 31, 2001, City will pay, if Employee so elects, Employee for the amount of his accrued vacation benefits that will be not be necessary for the June 1, 2002 through September 30, 2002 scheduled vacation period. 4. Except as specifically addressed in this First Amendment to Employment Agreement, all terms and conditions of the November 9, 1993 Agreement between the parties shall remain unchanged. 5. Effective October 1, 2001, Employee is hereby granted a 5% salary increase in recognition of his 30 years in municipal management. 6. if Employee is terminated, prior to the agreed retirement date of October 1, 2002, he shall be entitled to severance pay in an amount equal to his gross salary for the period of time 0 • remaining between termination and October 1, 2002. This is in lieu of the severance pay benefit provided in Section 3. A. of the Employment Agreement. IN WITNESS WHEREOF, the City of Rosemead has caused this Agreement to be signed and executed on its behalf by its Mayor and duly attested to by its City Clerk, and Employee has signed and executed this Agreement, both in duplicate on the 13th day of November, 2001. ATTEST: Ciiy Clerk APPROVED AS TO FORM: City Attorney CITY OF ROSEMEAD By: ;7� Mayor EMPLOYEE: e Fr ank G. ripe EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into this 9th day of November, 1993, by and between the City of Rosemead, State of California, a municipal corporation, hereinafter called the "City ", and Frank G. Tripepi, hereinafter called "Employee ". W I T N E S S E T H WHEREAS, the City desires to continue to employ the services of said Frank G. Tripepi as City Manager of the City of Rosemead, pursuant to the provisions of Article II, Chapter 1 of the Rosemead Municipal Code; and WHEREAS, it is the desire of the City Council to provide certain benefits, establish certain conditions of employment, and to set working conditions of said Employee; and . WHEREAS, it is the desire of the City Council to (1) retain the services of Employee and to provide inducement for him to remain in such employment, (2) to make possible full work productivity by assuring Employee's morale and peace of mind with respect to future security, (3) to act as a deterrent against malfeasance or inadequate performance on the part of the Employee, and (4) to provide a just means for terminating Employee's services at such time as he may be unable fully to discharge his duties due to.disability or when City may desire to otherwise terminate his employ; and WHEREAS, Employee desires to retain his present employment as City Manager of City; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows; SECTION 1. Duties City hereby agrees to employ said Frank G. Tripepi as City Manager of said City for the term provided in Section 2 hereof, to perform the functions and duties specified in Sections 2107 and 2108 of said Municipal Code, and to perform such other legally permissible and proper duties and functions as the City Council shall from time to time assign. SECTION 2. Term A. Nothing in this Agreement otherwise interfere with the right terminate the services of Employee the provisions set forth in Section this Agreement. 1 shall prevent, limit, or of the City Council to at any time, subject only to 3, paragraphs A and B, of B. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of Employee to resign at any time from his position with City, subject only to the provisions set forth in Section 3, paragraph C, of this Agreement. C. Employee shall remain in the exclusive employ of City until October 31, 1997. Employee agrees to not seek, to accept, nor to become employed by any other employer until said termination date, unless said termination date is effected as hereinafter provided. The term "employed by any other employer" shall not be construed to include occasional teaching, writing, or consulting performed on Employee's time off. D. In the event written notice is not given by either party to this Agreement to the other at least six (6) months prior to the termination date as hereinabove provided, this Agreement shall be extended on the same terms and conditions as herein provided for an additional period of two years. This Agreement shall continue thereafter for two -year periods unless at least six (6) month's written notice is given prior to time of expiration of a two -year period. SECTION 3. Termination and Severance Pay A. In the event Employee is terminated by the City Council before expiration of the aforesaid term of employment and during such time as Employee is willing and able to perform the duties of City Manager, then in that event City agrees to pay Employee a lump such cash payment equal to one months' gross salary for each year of service with the City of Rosemead, subject to the limitations of Government Code §53260 (a). In no event shall the Employee receive more than eighteen (18) months' salary as severance pay. In the event Employee is terminated because of his conviction of any illegal act involving personal gain to him, then, in that event, City shall have no obligation to pay such severance pay provided for in this paragraph. B. In the event City at any time during the employment term reduces the salary or other financial benefits of Employee in a greater percentage than an applicable across - the -board reduction for all City employees, or in the event City refuses, following written notice, to comply with any other provision hereof benefiting Employee, or if Employee resigns following a suggestion, whether formal or informal, by the City Council that he resign, then, in that event, Employee may at his option be deemed to be "terminated" at the date of such reduction, such refusal, or such resignation, for the purpose of the above severance pay provision. C. Employee shall give the City three (3) months' written E 9 0 notice in advance in the event Employee voluntarily resigns his position with City before expiration of the aforesaid term of employment. SECTION 4. Salary City agrees to pay Employee for his services rendered pursuant hereto an annual base salary, as approved in the current year's City of Rosemead budget, payable in installments at the same time as other employees of City are paid. In addition, City agrees to increase said base salary and /or other benefits of Employee in such amounts and to such an extent as the City Council may determine to be desirable on the basis of an annual salary review of said Employee. Such review shall be made at the same time as similar consideration is given other employees of City generally. SECTION 5. Hours of Work A. It is recognized that Employee must devote a great deal of his time outside normal office hours to business of the City, and to that end Employee will be allowed to take equivalent compensatory time off as he shall deem appropriate during said normal office hours. B. Employee shall not spend_ more time than ten (10) hours per week in teaching, consulting, or other noncity- connected business without the express prior approval of the City Council SECTION 6. Automobile Employee's duties require that the Employee shall have the exclusive and unrestricted use at all times (vacation excepted) during his employment with City of an automobile provided to him by City. City shall be responsible for paying for liability, property damage, and comprehensive insurance and for the purchase, operation, maintenance, repair, and regular replacement of said automobile. SECTION 7. Dues and Subscriptions City agrees to budget and to pay the professional dues and subscriptions of Employee necessary for his continuation and full participation in national, regional, state, and local associa- tions and organizations necessary and desirable for Employee's continued professional participation, growth, and advancement, and for the good of the City. SECTION 8. Professional Development A. City hereby agrees to budget and to pay the travel and 3 0 • subsistence expenses of Employee for professional and official travel, meetings, and occasions adequate to continue the professional development of Employee and to adequately pursue necessary official and other functions for City, including but not limited to the Annual Conference of the International City Management Association, the League of California Cities, the California Contract Citi ^.s Association and such other national, regional, state, and local governmental groups and committees thereof which Employee serves as a member. B. City also agrees to budget and to pay for the travel and subsistence expenses of Employee for short courses, institutes, and seminars that are necessary for his professional development and for the good of the City. SECTION 9. Chamber of Commerce Membership City recognizes the desirability of representation in and before the local Chamber of Commerce, and Employee is authorized to become a member of such civic organization. City shall pay all expenses incident.to such membership. SECTION 10. Vacation. Sick and Administrative Leave A. Employee shall accrue, and have credited to his personal account, vacation and sick leave at the same rate as other general employees of City. B. Employee shall be entitled to Administrative Leave of five (5) days during each fiscal year. This leave may not be taken in conjunction with accrued vacation and must be taken off each year so as not to accrue. SECTION 11. Disability, Health and Life Insurance A. City agrees to provide hospitalization, surgical, and comprehensive medical insurance for Employee and his dependents and to pay the premiums thereon. Such insurance shall be at least equal to that provided all other City employees. B. City shall provide travel insurance for Employee while he is traveling on City business, with Employee to name beneficiary thereof. SECTION 12. Other Terms and Conditions of Employment A. The City Council shall fix any such other terms and conditions of employment, as it may determine from to time, relating to the performance of Employee, provided such terms and conditions are not inconsistent with or in conflict with law or the provisions of this Agreement. 4 0 B. All provisions of the Municipal Code, and regulations and rules of City relating to vacation and sick leave, retirement and pension system contributions, holidays, and other fringe benefits and working conditions as they now exist or hereafter may be amended, shall apply to Employee in like manner as they would to other employees of City, unless other specific provisions with respect thereto are made herein. C. Employee shall be entitied to receive the same vacation and sick leave benefits as are accorded department heads, including provisions governing accrued vacation and payment therefor on termination of employment. SECTION 13. General Provisions A. The text herein shall constitute the entire Agreement between the parties. B. This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of Employee. C. This Agreement shall become effective commencing November 9, 1993. D. If any provision, or any portion thereof, contained in this Agreement is held to be unconstitutional, invalid, or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect. 5 0 0 IN WITNESS WHEREOF, the City of Rosemead has caused this Agreement to be signed and executed in its behalf by its Mayor, and duly attested by its City Clerk, and Employee has signed and executed this Agreement, both in duplicate the day and year first above written. ATTEST: CITY CLERK APPROVED AS TO FORM: Robert L. Kress, City Attorney CITY OF ROSEMEAD EMPLOYEE _—�/ �� .-• , EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into this day of 1976, by and between the City of Rosemead, State of Californo a municipal corporation, hereinafter called the "City ", and Frank G. Tripepi, hereinafter called "Employee ". WITNESSETH: WHEREAS, the City desires to continue to employ the services of said Frank G. Tripepi as City Manager of the.City of Rosemead, pur- suant to the provisions of Article II, Chapter 1 of the Rosemead Municipal Code, and WHEREAS, it is the desire of the City Council to provide certain benefits, establish certain conditions of employment, and to set working conditions of said Employee;.and WHEREAS, it is the desire of the City Council to (1) retain the services of Employee and to provide inducement for him to remain in such employment, (2) to make possible full work productivity by assuring Employee's morale and peace of mind with respect to future security, (3) to act as a deterrent against malfeasance or inadequ- ate performance on the part of the Employee, and (4) to provide a. just means for terminating Employee's services at such time as he'ym;ay be unable fully to discharge his duties due to disability or when City may desire to otherwise terminate his employ; and WHEREAS, Employee desires to retain his present employment as City Manager of City; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: Section 1. DUTIES. City hereby agrees to employ said Frank G. Tripepi as City Manager of said City for the term provided in Section 2 hereof_, to 1. perform the functions and duties specified in Sections 2107 and 2108 of said Municipal Code, and to perform such other legally.permissible and proper duties and functions as the City Council shall from time to time assign. Section 2. TERM A. Nothing in this Agreement shall prevent, limit, or otherwise interfere with..the right of the City Council to terminate the services of Employee at any time, subject only to the provisions set forth in Section .3, paragraphs A and B, of this Agreement. B. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of Employee to resign at any time from his position with City, subject only to the provisions set forth in Sec- tion 3, paragraph C, of this Agreement. C. Employee shall'remain in the exclusive employ of City until February 1, 1979. Employee agrees not to seek, to accept, ndr to become employed by any other employer until said termination date, un- less said termination date is effected as hereinafter provided.. The term "employed by any other employer" shall not be con- strued to include occasional teaching; writing, or, consulting performed on Employee's time off. D. In the event written notice is not given by either party to this.Agreement.to the other at least 180 days prior to the termina -,.. . tiondate as hereinabove provided, this Agreement shall. be extended on the same.terms and conditions as herein provided for,an additional period of two years. This Agreement shall continue thereafter for two -year periods unless at least 180 days' written notice is given prior to'time of expiration of a two-year period. Section 3. TERMINATION AND SEVERANCE PAY ` A. In the event Employee is terminated by the City Council before expiration of the aforesaid term. of. employment and during such time as Employee is willing and able to perform the duties of 0 V City Manager, then in that event City agrees to pay Employee a,lump, sum cash payment equal to six months' aggregate salary severance pay, provided, however, that in the event Employee is terminated be- cause of his conviction of any illegal act involving personal gain to him, then, in that event, City shall have no obligation to pay such severance pay.provided for in this paragraph. B. In the event City at any time during the employment term reduces the salary or other financial benefits of Employee in a greater percentage than an applicable across - the -board reduction for all City employees, or in the event City refuses, following written notice, to comply with any other provision hereof benefiting Empioyee,.or if Employee resigns following a suggestion, whether formal or informal, by the City Council that.he resign, then, in that event, Employee may, at his option be deemed to be "terminated" at the date of such re- .. duction, such refusal, or such resignation, for the purpose of the above severance pay provision. C. Employee shall give the City three months' written notice in advance in the event Employee voluntarily resigns his position with City before expiration of the aforesaid term of employment. Section 4. SALARY City agrees to pay Employee for.his services rendered pursuant hereto.an annual.base salary.of $24,000.00, payable in installments at the same time as other employees of City.are paid.. In addition, City agrees to increase said base salary and /or other - benefits of Employee in such amounts and.to such i an extent as the City Council may'determine to be desirable on the basis of'an annual salary review of said Employee. Such re- view shall be made at the same time as similar consideration is given other employees of City generally. 3. Section 5. HOURS OF WORK A. It is recognized that - Emplovee must devote a great deal of his time outside normal office hours to business of the City, and to } that end Employee will be allowed to take equivalent compensatory time off as he shall deem appropriate during said normal office hours. B. Employee shall not spend more time than ten (10).hours per week in teaching, consulting, or other noncity- connected business without.the express prior approval of the City Council. Section 6. AUTOMOBILE Employee's duties require that he shall have the exclusive and unrestricted use at all times (vacation excepted) during his employment with City of an automobile provided to him by City. City shall be responsible for paying for liability, property damage, and comprehensive insurance and for the purchase, operation, mainten- ._ ance, repair, and regular replacement of said automobile. Section 7. DUES AND SUBSCRIPTIONS. City agrees to budget and to pay the professional dues and subscriptions of Employee necessary for his continuation and full participation-:in national, regional, state, and local associations and,organizations necessary and desirable for Employee's continued, professional participation,. growth, and advancement, and for the.good of the City. Section 8. PROFESSIONAL DEVELOPMENT A. City hereby,agrees to budget and to pay the travel and subsistence expenses of Employee for professional and official travel, meetings, and occasions adequate to continue the professional develop- ment of Employee and to adequately pursue necessary official and other functions for City, including but not limited to the Annual Conference of the International City Management Association, the League of California Cities, and such other national, regional, state, and local governmental groups and committes thereof.which Employee MR f� ;y serves as a member. B: City also agrees to budget and to pay for the travel and subsistence expenses of Employee for short courses, institutes, and seminars that are necessary for his professional development and for the good of the City. Section 9. CHAMBER OF COMMERCE MEMBERSHIP City recognizes the desirability of.representation in and before the local Chamber of Commerce, and Employee is authorized to become a member of such civic organization. City shall pay all expenses incident to such membership Section 10. VACATION, SICK, AND ADMINISTRATIVE LEAVE A. Employee shall accrue, and have credited to his personal account, vacation and sick leave at the same rate as other general employees of City. B. Employee shall be entitled to Administrative Leave\of five (5) days during each fiscal year. This leave may not be taken in conjunction with accrued vacation and must be taken off each year so as not to accrue. Section 11. DISABILITY, HEALTH, AND LIFE INSURANCE A. City agrees to provide hospitalization, surgical, and com- prehensive. medical insurance for Employee and his dependents and to pay the premiums thereon. Such insurance shall be at least equal to that provided all other City employees. B. City shall provide travel insurance for Employee while he is traveling on City business, with Employee to name beneficiary thereof. Section 12. OTHER TERMS AND CONDITIONS OF EMPLOYMENT A. The City Council shall fix any,such other terms and condi- tions of employment, as it may determine from time to time, relating to the performance of Employee, provided such terms and conditions are not inconsistent with or in conflict with law or the provisions of 5. B.' All provisions of the Municipal Code, and regulations and rules of City relating to vacation and sick leave, retirement and pension system contributions, holidays, and other fringe bene- fits and working conditions as they now exist or hereafter may be amended, shall apply to Employee in like manner as they would to other employees of City, unless other specific provisions with res- pect thereto are made herein. C. Employee shall be entitled to receive the same vacation and sick leave benefits as are accorded department heads, includ- ing provisions governing accrued vacation and payment therefor on termination of employment. Section 13. GENERAL PROVISIONS A. The text herein shall constitute the entire Agreement between the parties. ` B. This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of Employee. C. This Agreement shall become effective commencing February 1, 1976. D. If any provision, or any portion thereof, contained in this Agreement is held to be unconstitutional, invalid, or unen - forceable, the remainder of this Agreement„ or portion thereof, shall be deemed severable, shall not be affected, and shall re- main in full force and effect. IN .WITNESS WHEREOF, the City of Rosemead.has caused this Agree - ment.to be signed and executed in its behalf by its Mayor, and duly Rz attested by its City Clerk, and Employee has signed and executed this Agreement, both in duplicate the day and year first above written. CITY OF ROSEMEAD By / MAYOR APPROVED AS TO FORM: =CITY ATTORNEY E PLO