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Lehr, Carolyn R. (2007-2011) FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN THE CITY OF RANCHO PALOS VERDES AND CAROLYN R. LEHR This Fourth Amended and Restated Employment Agreement ("Agreement") is made and entered into as of July 5, 2011, by and between the City of Rancho Palos Verdes, a California municipal corporation ("CITY" or "EMPLOYER"), and Carolyn R. Lehr, an individual ("EMPLOYEE"). CITY and EMPLOYEE are referred to collectively as the Parties. RECITALS A. After a formal recruitment and selection process, the City Council of the City of Rancho Palos Verdes ("City Council") appointed EMPLOYEE as City Manager in 2007. B. EMPLOYEE has the requisite specialized skills, training, certifications, licenses, and authorizations and is otherwise qualified to serve as City Manager and has been serving as City Manager for City for four years. C. Pursuant to Section 7 of the Agreement, the City Council of City conducted a review of Employee's performance at a duly noticed closed session held on June 21, 2011. D. The City Council finds that, based on the review of Employee's performance, the City Council desires to increase Employee's annual salary and make other revisions to the Agreement. E. CITY and EMPLOYEE wish to enter into an Amended and Restated Employment Agreement that sets forth all of the rights and obligations of the parties and that will supersede all prior negotiations, discussions or agreements. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and EMPLOYEE agree as follows: SECTION 1. DUTIES EMPLOYER hereby agrees to retain the services of EMPLOYEE as City Manager of the City of Rancho Palos Verdes to perform the functions and duties specified in Chapter 2.08 of the Rancho Palos Verdes Municipal Code, and to perform such other Y le all permissible and proper duties and functions as the COUNCIL shall g from time to time assign. EMPLOYEE shall also serve as Executive Director of any authority or agency created by or staffed by EMPLOYER, including the Rancho Palos Verdes Redevelopment Agency and the Rancho Palos Verdes Improvement Authority. 1371786.4 - 1 - • 1 SECTION 2. TERM A. Unless sooner terminated, as provided in this Agreement, the term of this Agreement shall terminate on June 30, 2014. This paragraph shall not be construed as preventing the parties from amending, extending or modifying the Agreement by a written instrument executed by both of the parties. The question of further extension or non-extension of the term hereof shall be considered by the COUNCIL at the time of the annual evaluation of EMPLOYEE as provided in Section 7 hereof. B. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the COUNCIL to terminate the services of EMPLOYEE at any time upon ninety (90) days advance written notice, subject only to the provisions set forth in Section 4, paragraphs A and B of this Agreement. C. EMPLOYEE agrees to remain in the exclusive employment of EMPLOYER until June 30, 2014, and neither to accept other employment nor to become employed by any other employer while employed by EMPLOYER. The prohibition against other employment shall not be construed to prevent occasional teaching, writing, or consulting performed on Employee's time off in accordance with Section 8 of this Agreement. SECTION 3. SUSPENSION EMPLOYER may suspend EMPLOYEE in accordance with the provisions of Section 2.08.130 of Chapter 2.08 of Title 2 of the Rancho Palos Verdes Municipal Code. SECTION 4. TERMINATION AND SEVERANCE PAY A. Consistent with California Government Code Section 36506, EMPLOYEE is appointed by and serves at the pleasure of the City Council as an at-will employee. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of CITY to terminate this Agreement and the employment of EMPLOYEE, with or without cause. EMPLOYER shall pay EMPLOYEE for all services through the effective date of termination and Employee shall have no right to any additional compensation or payment, except as provided in this Section 4. In the event that EMPLOYEE is terminated by the COUNCIL before expiration of the aforementioned term of employment without cause and at or during such time that EMPLOYEE is willing and able to perform her duties under this Agreement, then in that event, EMPLOYER agrees to pay EMPLOYEE a lump sum cash payment equal to twelve (12) months salary; provided, however, that if at the time of termination of the Agreement, the unexpired term of the Agreement is less than twelve(12) months, then the cash payment shall be equal to Employee's monthly salary at the time of termination multiplied by the number of months of the unexpired term of the Agreement. Also, in 1371786.4 -2 - the event EMPLOYEE is covered under EMPLOYER's health plan(s) and in addition to the described lump sum payment, Employer shall provide for continuation of health plans for six months after the date of termination or until EMPLOYEE obtains other employment, whichever occurs first. EMPLOYER, at its option, may provide for health benefit continuation through appropriate EMPLOYER contribution to COBRA coverage or by maintaining EMPLOYEE on EMPLOYER's payroll roster for such insurance benefits only. Only in the event that EMPLOYEE is terminated because of a material breach of this Agreement on her part, or because she has been convicted of a felony or any crime involving moral turpitude during the term hereof, shall EMPLOYER be relieved of the obligation to pay EMPLOYEE the benefits or the severance sum designated in this paragraph. B. In the event EMPLOYER at any time during the time of this agreement reduces the salary or other financial benefits of EMPLOYEE in a greater percentage than an applicable across the board reduction for all employees of EMPLOYER, or in the event EMPLOYER refuses, following written notice, to comply with any other provision herein benefiting EMPLOYEE, or in the event EMPLOYEE resigns following a suggestion or request by the COUNCIL that she resign, then EMPLOYEE may, at her option, be deemed "terminated"within the meaning and context of the herein severance pay provisions as of the date of such reduction of benefits, refusal to comply with the provisions of this Agreement, or suggestion or request by the COUNCIL to resign. C. In the event EMPLOYEE voluntarily resigns her position with EMPLOYER, then EMPLOYEE shall give EMPLOYER two (2) months written notice in advance. Additionally, in the event the EMPLOYEE applies for a position elsewhere during the term of her employment hereunder and is included on a list of five or fewer candidates still under consideration on such a list, EMPLOYEE shall promptly give notice thereof to each member of the COUNCIL, which notice shall be confidential insofar as is permitted by applicable law. If EMPLOYEE terminates this Agreement (thereby terminating EMPLOYEE's Employment), EMPLOYEE shall not be entitled to any severance. SECTION 5. DISABILITY If EMPLOYEE is permanently disabled or is otherwise unable to perform her duties because of sickness, accident, injury, mental incapacity or health for a period of four successive weeks beyond any accrued sick leave, EMPLOYER shall have the option to terminate this agreement, subject to the severance pay requirements of Section 4, paragraph A. However, EMPLOYEE shall be compensated for any accrued vacation, holiday, and other accrued benefits, if any, in accordance with EMPLOYER's personnel rules, which are applicable to management employees and in effect at the time of such termination. 1371786.4 -3 - . 1, J ' • SECTION 6. SALARY A. Effective July 5, 2011, EMPLOYER agrees to pay EMPLOYEE for her services rendered pursuant hereto, a monthly salary of $15,878, subject to legally permissible or required deductions and withholding prorated and paid on CITY'S normal paydays. EMPLOYEE'S salary is compensation for all hours worked. EMPLOYEE shall be exempt from the overtime pay provisions of California law, if any, and federal law. B. In recognition of accomplishments and excellent performance, merit increases may be granted to EMPLOYEE by COUNCIL. EMPLOYER agrees that EMPLOYEE'S salary shall be reviewed at the same time that EMPLOYEE'S performance is reviewed pursuant to Section 7. C. In connection with the performance evaluation pursuant to Section 7, COUNCIL may consider a bonus, incentive award or performance pay for achievement of goals and objectives during the prior year. The decision to grant a bonus, incentive award or performance pay shall be in sole and absolute discretion of COUNCIL. D. EMPLOYEE agrees that COUNCIL may further amend this Agreement during fiscal year 2011-2012, for the sole purpose of making the same adjustments to EMPLOYEE's retirement benefits and corresponding compensation that COUNCIL approves for all other City employees during fiscal year 2011-2012, if any. SECTION 7. PERFORMANCE EVALUATION A. Annually, the COUNCIL and EMPLOYEE shall define the goals and objectives that they determine appropriate for the proper operation of the City and to attain the COUNCIL'S policy objectives. The COUNCIL and EMPLOYEE shall jointly establish the relative priorities among the various goals and objectives and shall reduce such prioritized goals and objectives to writing. The goals and objectives shall generally be obtainable within the specified time limitations and within the annual operating and capital budgets and appropriations provided. Concurrently with the establishment of the goals and objectives for the City, the COUNCIL and EMPLOYEE shall establish the performance goals for EMPLOYEE and any specific criteria that shall be used to evaluate EMPLOYEE'S performance. Said criteria may be added to or deleted from as the COUNCIL may from time to time determine after consultation with EMPLOYEE. B. The COUNCIL shall review and evaluate the performance of EMPLOYEE at least once annually, on or before May 31st of each year, or as soon thereafter as can be reasonably be scheduled by the COUNCIL and EMPLOYEE. EMPLOYEE recognizes that as City Manager, she shall remind COUNCIL of the obligation to conduct the review of EMPLOYEE'S performance. The parties agree that the COUNCIL'S failure to carry out the provisions of this Section 7 shall not be deemed a breach of this Agreement. 1371786.4 -4- • C. Such evaluation shall be discussed with EMPLOYEE, and an opportunity shall be provided to EMPLOYEE to respond to any aspect of said evaluation. It is the intention of COUNCIL that so long as authorized by Section 54957 of the California Government Code, or any other statutory provision, such performance evaluation shall be conducted in closed session. SECTION 8. OUTSIDE ACTIVITIES EMPLOYEE shall not spend more than an average of six hours per week in teaching, counseling or other non-Employer related business without the prior approval of the COUNCIL. SECTION 9. AUTOMOBILE EMPLOYEE shall provide and have at her disposal for use for City business a clean, presentable and well-maintained automobile. EMPLOYEE shall be responsible for all costs of maintenance and operation of said vehicle. During the term of this Agreement, EMPLOYEE shall secure and maintain, at EMPLOYEE'S expense, automobile insurance in accordance with the requirements of Rancho Palos Verdes Administrative Instruction No. 8-02, and the minimum insurance requirements established by State law, whichever is greater, and shall provide satisfactory evidence of such automobile insurance to EMPLOYER. EMPLOYER shall pay to EMPLOYEE the amount of$500.00 per month to compensate EMPLOYEE for the use of EMPLOYEE's automobile for City business. SECTION 10. BENEFITS GENERALLY A. Except as specifically provided otherwise in this Agreement, EMPLOYEE shall receive all employment benefits that have been approved by COUNCIL for other management employees, as set forth in the City's Management Employee Personnel Rules and Resolution No. 97-93, as they now exist and from time to time may be amended by COUNCIL. The provisions of this Section 10 exclude any adjustments to EMPLOYEE'S salary; such increases, if any, shall be determined by the COUNCIL, in its sole discretion, in accordance with the provisions of paragraph B of Section 6. B. EMPLOYEE shall accrue vacation leave at the rate of ten hours per month. The vacation leave granted to EMPLOYEE may be used by EMPLOYEE at her discretion, considering always the best interests of the City. EMPLOYEE shall notify the Mayor when vacation leave in excess of three concurrent days is to be taken. If not used, said vacation leave shall continue to accrue, except that such entitlement shall not accrue beyond the maximum limits established for other management employees, unless specifically authorized by the COUNCIL. Upon termination of EMPLOYEE's employment under this Agreement, EMPLOYER shall pay EMPLOYEE, at the rate of 1371786.4 -5 - . compensation then beingearned by EMPLOYEE, for all accrued and unused vacation p leave entitlement in accordance with the then current policy established for other management employees. C. CITY recognizes that EMPLOYEE may incur certain expenses of a non- personal and job related nature. CITY agrees to reimburse or to pay such business expenses, which are incurred and submitted according to CITY's normal expense reimbursement procedures. To be eligible for reimbursement, all expenses must be supported by documentation meeting CITY's normal requirements and must be submitted within time limits established by CITY. D. Bonding. CITY shall bear the full costs of any fidelity or other bonds required of EMPLOYEE (if any) under any law or ordinance by virtue of her employment as City Manager. E. EMPLOYEE may participate in the deferred compensation plan(s) to which City employees may contribute in the same manner as other City employees. In addition to any EMPLOYEE contributions, EMPLOYER will make a monthly EMPLOYER contribution of$1,250 prorated and paid on CITY'S normal paydays and prorated for any partial months of employment. In the event employer contributions will cause employee to exceed the contribution limit set by federal law for any applicable employer sponsored plan, EMPLOYER's contribution under this Employment Agreement will be limited to the amount that will bring total contributions to the federal contribution limit. EMPLOYER's contributions under this Paragraph E will commence as of March 16, 2010. F. EMPLOYEE is granted 80 hours of administrative leave for each City fiscal year that EMPLOYEE is employed by EMPLOYER. EMPLOYEE shall consider the workload and obligations of the City Manager's Department and the best interests of the City when EMPLOYEE schedules her administrative leave. Like other City employees, EMPLOYEE's administrative leave may not be accumulated or carried over to the next fiscal year. Upon termination of EMPLOYEE's employment, EMPLOYEE shall not be granted and, accordingly is not entitled to be paid for, unused administrative leave. Administrative leave may be used for medical appointments, disability leave and leaves provided pursuant to the federal and California family and medical leave statutes. SECTION 11. DUES AND SUBSCRIPTIONS EMPLOYER agrees to budget and pay for the professional dues and subscriptions of EMPLOYEE necessary for her continuation and full participation in national, regional, state and local associations and organizations necessary and desirable for her continued professional participation, growth and advancement, including the acceptance and performance of duties related to such associations and organizations and for the good of EMPLOYER. 1371786.4 -6- • SECTION 12. PROFESSIONAL DEVELOPMENT EMPLOYER hereby agrees to budget for and pay the travel and subsistence expenses in accordance with the COUNCIL-approved travel policy, as contained in the Administrative Manual, for professional and official travel and meetings and occasions adequate to continue the professional development of EMPLOYEE and to adequately pursue necessary official duties and other functions for EMPLOYER. SECTION 13. INDEMNIFICATION Except as otherwise permitted, provided, limited or required by law, including, without limitation, California Government Code Sections 825, 995, and 995.2 through 995.8, the CITY will defend and pay any costs and judgments assessed against EMPLOYEE arising out of an act or omission by EMPLOYEE occurring in the course and scope of EMPLOYEE's performance of her duties under this Agreement. SECTION 14. OTHER TERMS AND CONDITIONS OF EMPLOYMENT The COUNCIL, in consultation with EMPLOYEE, shall fix any other terms and conditions of employment as it may determine from time to time to be appropriate, relating to the performance of EMPLOYEE, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, City ordinances or any other law. SECTION 15. NOTICES Any notice to City under this Agreement shall be given in writing to City, either by personal service or by registered or certified mail, postage prepaid, addressed to the City Clerk at the address listed below. A courtesy copy shall be given to the City Attorney in a like manner. Any such notice to Employee shall be given in a like manner and, if mailed, shall be addressed to Employee at her home address then shown in City's files. EMPLOYEE's current address is set forth below. For the purpose of determining compliance with any time limit in this Agreement, a notice shall be deemed to have been duly given (a) on the date of delivery, if served personally on the party to whom notice is to be given, or (b) on the third calendar day after mailing, if mailed to the party to whom the notice is to be given in the manner provided in this section. EMPLOYER: Mayor and City Council City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90275 1371786.4 -7- EMPLOYEE: Carolyn R. Lehr 34 Via Del Cielo Rancho Palos Verdes, California 90275 SECTION 16. GENERAL PROVISIONS A. This Agreement contains the entire agreement between the parties and supersedes all prior oral and written agreements, understandings, commitments, and practices between the parties concerning EMPLOYEE's employment with CITY. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or written, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party. B. No amendments to this Agreement may be made except in writing, signed and dated by CITY and EMPLOYEE. C. This Agreement shall be binding on and inure to the benefit of the heirs at law and executors of EMPLOYEE. D. This Agreement shall become effective commencing the 5th day of July, 2011. E. Notwithstanding anything in this agreement to the contrary, unless EMPLOYEE agrees otherwise or unless notice of termination has been given prior to any City Council election, EMPLOYEE shall be retained for a minimum of three months following any such election in order to provide the new council members an opportunity to work with and observe EMPLOYEE's performance under this Agreement. F. If any provision of this Agreement, or portion thereof, is held invalid or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable and shall remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. G. This Agreement sets forth the final, complete and exclusive agreement between EMPLOYER and EMPLOYEE relating to the employment of Employee as City Manager by CITY. Any prior discussions or representations by or between the parties are merged into and rendered null and void by this Agreement. The foregoing notwithstanding, EMPLOYEE acknowledges that, except as expressly provided in this Agreement, her employment is subject to City's generally applicable rules and policies pertaining to employment matters, such as those addressing equal employment opportunity, sexual harassment and violence in the workplace. 1371786.4 - 8 - • • • H. This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the substantive laws of the State of California, without giving effect to conflict of laws principles. Any legal action to enforce the provisions of this Agreement shall be filed in any court of competent jurisdiction in Los Angeles County. I. None of the Parties hereto shall be deemed to be the drafter of this Agreement. The terms of this Agreement shall not be interpreted or construed in favor of, or against, any Party hereto. Should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against any Party herein, but rather by construing the terms of this Agreement as a whole according to their fair meaning. J. EMPLOYEE acknowledges that she has had the opportunity and has conducted an independent review of the financial and legal effects of this Agreement. EMPLOYEE acknowledges that she has made an independent judgment upon the financial and legal effects of this Agreement and has not relied upon any representation of CITY, its officers, agents or employees other than those expressly set forth in this Agreement. IN WITNESS WHEREOF, the City Council of the City of Rancho Palos Verdes, California, has caused this Agreement to be signed and executed on its behalf by its Mayor, and duly attested by its City Clerk, and EMPLOYEE has signed and executed this Agreement, as of the date and year first above written. a Dated: 1 ‘) 1 CITY OF RANCHO PALOS VERDES g LOYER) MAYOR ATTEST: CITY CLERK APPROVED AS TO FORM: Altar ' CITY ATTORNEY 1371786.4 -9- Dated: 7- 5 - 11 EMPLOYEE I CAROLYN R LEHR 1371786.4 - 10- THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This agreement is the third amendment to the Employment Agreement (hereinafter referred to as "the Agreement") between the City of Rancho Palos Verdes (hereinafter referred to as "City") and Carolyn Lehr(hereinafter referred to as "Employee"). This Third Amendment to Employment Agreement is made and entered into as of March 16, 2010. WHEREAS, pursuant to Section 7 of the Agreement, the City Council of City conducted a review Employee's performance at a duly noticed closed session; and WHEREAS, the City Council finds that, based on the review of Employee's performance, the City Council desires to increase Employee's annual salary and make other revisions to the Agreement; NOW, THEREFORE, the parties hereto agree that: Section 1. Section 2 of the Agreement is hereby amended to read as follows: "SECTION 2. TERM "A. Unless sooner terminated, as provided in this Agreement, the term of this Agreement shall terminate on June 30, 2014. This paragraph shall not be construed as preventing the parties from amending, extending or modifying the Agreement by a written instrument executed by both of the parties. The question of further extension or non-extension of the term hereof shall be considered by the COUNCIL at the time of the annual evaluation of EMPLOYEE as provided in Section 7 hereof. "B. This Agreement shall automatically renew as provided herein unless the CITY gives the EMPLOYEE timely notice of non-renewal. The CITY must give EMPLOYEE written notice of non-renewal at least eighteen (18) calendar months prior to the Termination Date or any succeeding Termination Date. Unless such notice of non-renewal is timely given, this Agreement shall automatically renew for an additional three-year term, and a new Termination Date shall be accordingly established. EMPLOYEE shall give not less than ninety days prior written notice to the City Council of the deadline by which written notice of non-renewal of this Agreement must be given by CITY to EMPLOYEE. Accordingly, under the current term of this Agreement, EMPLOYEE shall provide written notice to the City Council on or before October 1, 2012, of the CITY's deadline on December 30, 2012, to give EMPLOYEE written notice of non-renewal. "C. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the COUNCIL to terminate the services of EMPLOYEE at any time upon ninety (90) days advance written notice, subject only to the provisions set forth in Section 4, paragraphs A and B of this Agreement. 1213649 5 - 17 "D. EMPLOYEE agrees to remain in the exclusive employment of EMPLOYER until June 30, 2014, and neither to accept other employment nor to become employed by any other employer while employed by EMPLOYER. The prohibition against other employment shall not be construed to prevent occasional teaching, writing, or consulting performed on Employee's time off in accordance with Section 8 of this Agreement." Section 2. Section 6 of the Agreement is hereby amended to read as follows: "SECTION 6. SALARY "A. Effective April 1, 2010, EMPLOYER agrees to pay EMPLOYEE for her services rendered pursuant hereto, a monthly salary of$15,173.00 subject to legally permissible or required deductions and withholding prorated and paid on CITY'S normal paydays. EMPLOYEE'S salary is compensation for all hours worked. EMPLOYEE shall be exempt from the overtime pay provisions of California law, if any, and federal law. "B. In recognition of accomplishments and excellent performance, merit increases may be granted to EMPLOYEE by COUNCIL. EMPLOYER agrees that EMPLOYEE'S salary shall be reviewed at the same time that EMPLOYEE'S performance is reviewed pursuant to Section 7. "C. In connection with the performance evaluation pursuant to Section 7, COUNCIL may consider a bonus, incentive award or performance pay for achievement of goals and objectives during the prior year. The decision to grant a bonus, incentive award or performance pay shall be in sole and absolute discretion of COUNCIL." Section 3. Subsection F is added to Section 10 (titled Benefits Generally) to read as follows: "F. EMPLOYEE may participate in the deferred compensation plan(s)to which City employees may contribute in the same manner as other City employees. In addition to any EMPLOYEE contributions, EMPLOYER will make a monthly EMPLOYER contribution of$1,250 prorated and paid on CITY'S normal paydays and prorated for any partial months of employment. In the event employer contributions will cause employee to exceed the contribution limit set by federal law for any applicable employer sponsored plan, employer's contribution under this Employment Agreement will be limited to the amount that will bring total contributions to the federal contribution limit. Employer's contributions under this Paragraph F will commence as of the effective date of this Third Amendment." Section 4. Except as expressly amended by this Third Amendment to Employment Agreement, all of the provisions of the Agreement, as previously amended by the First and Second Amendments, shall remain in full force and effect. 1213649 5 - 18 t • IN WITNESS WHEREOF, the City Council of the City of Rancho Palos Verdes, California, has caused this Third Amendment to Employment 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 Third Amendment to Employment Agreement, as of the date and year first above written. Dated: EMPLOYER CITY OF RANCHO PALOS VERDES OR ATTEST: CITY CLERK Dated: t 1 — 10 EMPLOYEE OAAA:e4&c2/k CAROLYN R. LEHR 1213649 5 - 19 ► r: SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This agreement is the second amendment to the Employment Agreement (hereinafter referred to as "the Agreement") between the City of Rancho Palos Verdes (hereinafter referred to as "City") and Carolyn Lehr (hereinafter referred to as "Employee"). This Second Amendment to Employment Agreement is made and entered into as of March 3, 2009. WHEREAS, pursuant to Section 7 of the Agreement, the City Council of City conducted a review Employee's performance at a duly noticed closed session; and WHEREAS, the City Council finds that, based on the review of Employee's performance, the City Council desires to increase Employee's annual salary and make other revisions to the Agreement; NOW, THEREFORE, the parties hereto agree that: Section 1. Paragraph A of Section 4 of the Agreement, entitled Termination and Severance Pay, is hereby amended to read as follows: "A. Consistent with California Government Code Section 36506, EMPLOYEE is appointed by and serves at the pleasure of the City Council as an at-will employee. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of CITY to terminate this Agreement and the employment of EMPLOYEE, with or without cause. EMPLOYER shall pay EMPLOYEE for all services through the effective date of termination and Employee shall have no right to any additional compensation or payment, except as provided in this Section 4. In the event that EMPLOYEE is terminated by the COUNCIL before expiration of the aforementioned term of employment without cause and at or during such time that EMPLOYEE is willing and able to perform her duties under this Agreement, then in that event, EMPLOYER agrees to pay EMPLOYEE a lump sum cash payment equal to eighteen (18) months salary; provided, however, that if at the time of termination of the Agreement, the unexpired term of the Agreement is less than eighteen (18) months, then the cash payment shall be equal to Employee's monthly salary at the time of termination multiplied by the number of months of the unexpired term of the Agreement. Also, in the event EMPLOYEE is covered under EMPLOYER's health plan(s) and in addition to the described lump sum payment, Employer shall provide for continuation of health plans for six months after the date of termination or until EMPLOYEE obtains other employment, whichever occurs first. EMPLOYER, at its option, may provide for health benefit continuation through appropriate EMPLOYER contribution to COBRA coverage or by maintaining EMPLOYEE on EMPLOYER's payroll roster for such insurance benefits only. Only in the event that EMPLOYEE is terminated because of a material breach of this Agreement on her part, or because she has been convicted of a felony or any crime involving moral turpitude during the term hereof, shall EMPLOYER be relieved of the obligation to pay EMPLOYEE the benefits or the severance sum designated in this paragraph." Section 2. Section 6 of the Agreement is hereby amended to read as follows: 1120299 . 2 r w ) a • O "SECTION 6. SALARY "A. Effective April 1, 2008, EMPLOYER agrees to pay EMPLOYEE for her services rendered pursuant hereto, an annual salary of$179,388.00 subject to legally permissible or required deductions and withholding prorated and paid on CITY'S normal paydays. EMPLOYEE'S salary is compensation for all hours worked. EMPLOYEE shall be exempt from the overtime pay provisions of California law, if any, and federal law. "B. In recognition of accomplishments and excellent performance, merit increases may be granted to EMPLOYEE by COUNCIL. EMPLOYER agrees that EMPLOYEE'S salary shall be reviewed at the same time that EMPLOYEE'S performance is reviewed pursuant to Section 7. "C. In connection with the performance evaluation pursuant to Section 7, COUNCIL may consider a bonus, incentive award or performance pay for achievement of goals and objectives during the prior year. The decision to grant a bonus, incentive award or performance pay shall be in sole and absolute discretion of COUNCIL." Section 3. Except as expressly amended by this Second Amendment to Employment Agreement, all of the provisions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the City Council of the City of Rancho Palos Verdes, California, has caused this Second Amendment to Employment 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 Second Amendment to Employment Agreement, as of the date and year first above written. Dated: EMPLOYER CITY OF RANCH* PALOS VERDES gip "4/(MAYOR ATTEST: _//.4i i � // CITY CLER Dated: EMPLOYEE CAROLYN R. LEHR 1120299 . 2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This agreement is the first amendment to the Employment Agreement (hereinafter referred to as "the Agreement") between the City of Rancho Palos Verdes (hereinafter referred to as "City") and Carolyn Lehr (hereinafter referred to as "Employee"). This First Amendment to Employment Agreement is made and entered into as of March 24, 2008. WHEREAS, pursuant to Section 7 of the Agreement, the City Council of City conducted a review Employee's performance at several duly noticed closed sessions; and WHEREAS, the City Council finds, that based on the review of Employee's performance, the City Council desires to increase Employee's annual salary and make other revisions to the Agreement; NOW, THEREFORE, the parties hereto agree that: Section 1. Section 2 of the Agreement is hereby amended to read as follows: "SECTION 2. TERM "A. Unless sooner terminated, as provided in this Agreement, the term of this Agreement shall be from March 6, 2007, until June 30, 2011. This paragraph shall not be construed as preventing the parties from amending, extending or modifying the Agreement by a written instrument executed by both of the parties. The question of extension or non-extension of the term hereof shall be considered by the COUNCIL at the time of the annual evaluation of EMPLOYEE as provided in Section 7 hereof. "B. This Agreement shall automatically renew as provided herein unless the CITY gives the EMPLOYEE timely notice of non-renewal. The CITY must give EMPLOYEE written notice of non-renewal at least eighteen (18) calendar months prior to the initial Termination Date or any succeeding Termination Date. Unless such notice of non-renewal is timely given, this Agreement shall automatically renew for an additional three-year term, and a new Termination Date shall be accordingly established. "C. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the COUNCIL to terminate the services of EMPLOYEE at any time upon ninety (90) days advance written notice, subject only to the provisions set forth in Section 4, paragraphs A and B of this Agreement. "D. EMPLOYEE agrees to remain in the exclusive employment of EMPLOYER until June 30, 2011, and neither to accept other employment nor to become employed by any other employer while employed by EMPLOYER. The prohibition against other employment shall not be construed to prevent occasional teaching, writing, or consulting performed on Employee's time off in accordance with Section 8 of this Agreement." 1042980 .2 4 • 1 i Section 2. Paragraph A of Section 4 of the Agreement, entitled Termination and Severance Pay, is hereby amended to read as follows: "A. Consistent with California Government Code Section 36506, EMPLOYEE is appointed by and serves at the pleasure of the City Council as an at-will employee. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of CITY to terminate this Agreement and the employment of EMPLOYEE, with or without cause. Employer shall pay Employee for all services through the effective date of termination and Employee shall have no right to any additional compensation or payment, except as provided in this Section 4. In the event that EMPLOYEE is terminated by the COUNCIL before expiration of the aforementioned term of employment without cause and at or during such time that EMPLOYEE is willing and able to perform her duties under this Agreement, then in that event, EMPLOYER agrees to pay EMPLOYEE a lump sum cash payment equal to eighteen (18) months salary; provided, however, that if at the time of termination of the Agreement, the unexpired term of the Agreement is less than eighteen (18) months, then the cash payment shall be equal to Employee's monthly salary at the time of termination multiplied by the number of months of the unexpired term of the Agreement. Also, in such event, and in addition to the herein above described lump sum cash payment, EMPLOYER shall maintain EMPLOYEE on EMPLOYER'S payroll roster, but only for insurance benefits, for six months after the date of termination or until EMPLOYEE obtains other employment, whichever first occurs. Only in the event that EMPLOYEE is terminated because of a material breach of this Agreement on her part, or because she has been convicted of a felony or any crime involving moral turpitude during the term hereof, shall EMPLOYER be relieved of the obligation to pay EMPLOYEE the benefits or the severance sum designated in this paragraph." Section 3. Section 6 of the Agreement is hereby amended to read as follows: "SECTION 6. SALARY "A. Effective April 1, 2008, EMPLOYER agrees to pay EMPLOYEE for her services rendered pursuant hereto, an annual salary of$163,000.00 subject to legally permissible or required deductions and withholding prorated and paid on CITY'S normal paydays. EMPLOYEE'S salary is compensation for all hours worked. EMPLOYEE shall be exempt from the overtime pay provisions of California law, if any, and federal law. "B. In recognition of accomplishments and excellent performance, merit increases may be granted to EMPLOYEE by COUNCIL. EMPLOYER agrees that EMPLOYEE'S salary shall be reviewed at the same time that EMPLOYEE'S performance is reviewed pursuant to Section 7." Section 4. Section 9 of the Agreement is hereby amended to read as follows: 1042980 . 2 "SECTION 9. AUTOMOBILE "EMPLOYEE shall provide and have at her disposal for use for City business a clean, presentable and well-maintained automobile. EMPLOYEE shall be responsible for all costs of maintenance and operation of said vehicle. During the term of this Agreement, EMPLOYEE shall secure and maintain, at EMPLOYEE'S expense, automobile insurance in accordance with the requirements of Rancho Palos Verdes Administrative Instruction No. 8-02, and the minimum insurance requirements established by State law, whichever is greater, and shall provide satisfactory evidence of such automobile insurance to EMPLOYER. EMPLOYER shall pay to EMPLOYEE the amount of$500.00 per month to compensate EMPLOYEE for the use of EMPLOYEE'S automobile for City business." Section 5. Except as expressly amended by this First Amendment to Employment Agreement, all of the provisions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the City Council of the City of Rancho Palos Verdes, California, has caused this First Amendment to Employment 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 Employment Agreement, as of the date and year first above written. Dated: fritl-f a, .29 ?. O D.F EMPL• CITY O RA HO PAL'• VERDES 1 Ad11._ Ob ti. AYOR ATTEST: CPZIW CITY CLERK Dated: f .q 3-OO V EMPLOYEE CAROLYN . L HR 1042980 .2 CITY OF RANCHO PALOS VERDES MANAGEMENT ACHIEVEMENT PLAN Carolyn Lehr City Manager Plan Period: March 12, 2007—September 30, 2007 Part I. Financial Management Part II. Major Work Assignments Part III. Constituency Relations Part IV. Commitment to Excellence Submitted: CAAIL. JUJIA.) -5"--aq — 07 City Manager Date A r )I- --'437 Mayor on behalf of City Council Date Recorded: AALP/Z04.4 6/010 7 City Clerk Date , . , a , i . Part I. Financial Management A. Identify cost savings and revenue enhancement measures for Council consideration to optimize service value and minimize depletion of fund balances. 1. Present at least one new revenue source or significant cost savings measure. Goal: $50,000 in new revenue or savings measure. Lead: City, Manager's Office and Finance/IT Support: All Departments 2. Pursue all reasonable grant opportunities. Consider whether to secure the services of a grants search and administration consultant. Goal: Three grant applications submitted Lead: City Manager's Office and Finance/IT Support: All Departments 3. Implement the transition from contract building safety services to in- house staffing in order to achieve an operational savings and improved customer service. Goal: Recruitment for Bldg. Official complete; and recruitment for Inspectors underway. Goal: Public handout revised to inform homeowners of building requirements at the Planning stage, independent of contractor communication. Lead: Planning and Building Support: City Manager's Office B. Annual Budget Preparation 1. Complete the review and update of the Draft 2007 Five-Year Financial Model, with approval by the FAC prior to the May 29 City Council Budget Workshop. Goal: Present to Council an updated Five-Year Financial Model that has been reviewed by the FAC, by the June 19 Budget Adoption Hearing. Lead: Finance/IT 2. Present a draft budget for the May 29 Budget Workshop that incorporates Council directives from the Tactical and Budget Policy . Workshop as well as prudent and defendable cost and revenue estimates for all funds. Goal: Measured by Council judgment based on directives to date. Lead: City Manager and Finance/IT 3. Incorporate anticipated cost of newly acquired open space maintenance and management, in relation to the NCCP commitment. Goal: Assessment and funding for initial needs and requirements that incorporate NCCP input. Lead: DPW Support: Finance/IT Part II. Major Work Assignments A. Tactical: Continue the Water Quality and Flood Protection Program 1. On July 1, 2007, transfer $3 million of General Fund reserves to the Water Quality and Flood Protection fund to finance the McCarrell Canyon project and other high-priority projects that shall be included in the FY07-08 budget. Goal: Complete the transfer. Goal: Define the work program. Lead: Finance/IT Support: Public Works 2. Develop a modification of the Ordinance that established an annual User Fee to require a 10-year sunset and a voter-enacted oversight committee for consideration by the voters on November 6, 2007. Goal: Draft the ordinance for Council adoption by July 07. Goal: Put the Oversight Committee in place and operational. Lead: Finance/IT Support: City Attorney and Public Works 3. By June 1, 2007, develop a methodology to update the public in a summary fashion on the status of the Water Quality and Flood Protection projects, including total costs, estimated future costs and the proposed frequency for updating the information and begin disseminating a comprehensive public information plan about the Program. Goal: By July 1 2007, post specific and up-to-date storm drain . project progress on City website to inform the public. Goal: Form the five-member Oversight Committee with structure and work plans in place, such that by the June 19th council meeting, the committee can consider making a recommendation on the user fee rate to Council for FY 07- 08. Goal: Create a comprehensive public education program on Water Quality and Flood Protection by August, in order to provide factual and objective information to staff, City Council, community leaders and the residents. Goal: Complete the Fee Loss Impact Analysis in conjunction with outside consultant and the Finance Advisory Committee for Council presentation in the August-September timeframe, to include background for public education. Lead: Finance/IT Support: Public Works, City Attorney B. Tactical: Reduce Speeding and Control Parking in Residential Neighborhoods 1. By July 31, 2007, the Traffic Safety Commission will report to the City Council on plans to address traffic calming and to control parking in residential neighborhoods. Goal: Present draft Traffic Calming Program to Council by July 31, 2007. Lead: Public Works C. Tactical: Prepare a Civic Center Master Plan and Facilitate Active Recreation at Upper Hesse Park 1. By April 30, 2007, establish a Civic Center Master Plan Council subcommittee to meet and confer with other parties that may have interest in making donations or pursuing joint ventures with the City to develop the Upper Point Vicente/Civic Center property. Goal: Appoint Council subcommittee Goal: Hold initial meetings with potential donors to encourage donations to address community needs and priorities. • Lead: City Manager and Council Subcommittee Support: City Attorney and All Departments 2. By May 29, 2007, work with the Palos Verdes Peninsula Girls' Softball League to update the budget for two softball fields at Upper Hesse Park and determine what level of funding the City is willing to contribute to the completion of the fields. Goal: Confer with League Management to identify alternatives for City assistance and present to Council for further direction by May 29, 2007. Lead: City Manager's Office Support: Public Works 3. By May 29, 2007, include funding in the FY 07-08 Budget to complete a Utilities Study of the Upper Point Vicente/Civic Center property to determine the location of utility connections and key underground infrastructure. Goal: Provide appropriate funding in the proposed budget. Lead: Finance/IT D. Tactical: Improve Emergency Services and Preparedness 1. By July 30, 2007, complete the installation of the radio tower and begin full operation of the Emergency Communications Center on the Civic Center site. Goal: Install radio tower to be operational by July 30, 2007. Lead: City Manager's Office Support: Public Works Department 2. By August 30, 2007, present a management plan to City Council for the pre-positioned emergency supply and equipment caches. Goal: Management Plan to City Council by August 30, 2007 Lead: City Manager's Office Support: Public Works and Planning E. Tactical: Bring Eastview into Palos Verdes Peninsula Unified School District 1. By May 30, 2007, work with Assemblymember Karnette to set a meeting date between the City Council Ad Hoc Committee and PVUSD Board members to dialog on the issue of Eastview school district boundary; and apprise the LAUSD Superintendent of the developments. Goal: Establish a meeting date with PVUSD by May 30, 2007 and apprise LAUSD Superintendent of any developments. If deemed appropriate, coordinate draft legislation by December. Lead: City Manager's Office Interdependency: PVUSD and LAUSD Boards Assemblymember Betty Karnette RPV City Council F. IT Management 1. Improve the disaster recovery plan for the Sungard HTE accounting system and integrate it with the City's overall IT Disaster Recovery Plan, by end of September 2007. Goal: By September 30, apprise Council in Weekly Report that the plan is in effect. Lead: Finance/IT 2. Implement Phase 1 of the Laserfiche Document Management system by end of September. Goal: By September 30, begin to create electronic Council meeting agendas using the Laserfiche Management System. Lead: City Clerk Support: Finance/IT NOTE: Direction for an IT A udit/RFP will be addressed in the Management Audit, which is funded for FY 07-08. G. Community Channel 33 1. Incorporate Channel 33 into the City public communications plan to disseminate pertinent information on a regular basis, utilizing public service announcements, video bulletin board and other programming formats as appropriate. Send announcements as a matter of routine (emergency preparedness, employment, events, meetings etc.) and feature topics in City Talk at least six times per year. Goal: Measured by judgment of Council based on activity reports. Lead: Channel 33 Manager and City Manager's Office Support: All Departments and City Council 2. Channel 33 to present to Council a draft Business Plan to cover the next 18 months to two years of operations, with a perspective on long term positioning and implications. Goal: Draft Business Plan to be presented to Council by July 1, 2007. Lead: Channel 33 Manager Part III. Constituent Relations A. Employee Relations 1. Make the Council approved adjustments to employee salary ranges, to be effective July 1. Goal: Make adjustments based on salary survey and incorporate into proposed budget by May 29. Lead: City Manager's Office Support: Finance/IT 2. Implement the Council approved pension plan changes as of August 30, 2007, as well as the defined contribution post-retirement account to be effective January 1, 2008. Goal: Revision pension plan in place by August 30 and post retirement health plan in place by January 1, 2008. Lead: City Manager's Office Support: Finance/IT Interdependency: Approval vote by employees 3. Establish a positive and respectful relationship with City staff, at all levels. Be available to staff on a daily basis to encourage high work standards and address work issues. Goal: Measured by judgment of Council Lead: City Manager 4. Coach Department Directors on the development of their own individual Management Achievement Plans that incorporate operational, fiscal and service goals consistent with Council and City Manager directives, regulatory requirements, and responsive to community expectations. All MAPS to be developed for FY 07-08 by September 30, 2007. Goal: Development of Achievement Plans by September 30 Lead: City Manager Support: All Department Directors B. Council Relations 1. Keep the Mayor and Council members well informed of current issues and developments of interest when they first arise in the City Manager's office. 2. Immediately apprise the Mayor and Council members of emergencies, major incidents and significant crimes to enable them to be involved and respond to residents, other agencies and the media in a timely manner. 3. Provide advance meeting packets with agendas coordinated with the Mayor that lead to productive Council meetings. Staff reports should be consistent in format, and offer reasonable alternatives properly detailed--and a clear staff recommendation where appropriate. Goal: All goals above to be measured by Council judgment Lead: City Manager Support: All Departments C. Community Relations 1. Serve citizens with courtesy and impartiality at all times. 2. Participate in appropriate committee meetings, make myself available to community groups and individual citizens with concerns, and establish relationships with leaders of regional public agencies of interest to RPV. 3. Respond to service requests and complaints in a timely manner, such that no more than one formal complaint is lodged by the public and verified as valid—during the evaluation period for each major service area/department. 4. Publish a quarterly newsletter that is informative, readable and represents the City's high standards. 5. Cultivate positive relations with the media that results in important information being shared with readers and coverage that reinforces the City's commitment to its residents. Goal: All goals above to be measured by Council judgment Lead: City Manager Support: All Departments Part IV. "Commitment to Excellence" Standards 1. Comply with applicable ordinances, laws, policies, and operating procedures, and ensure compliance by staff. 2. Observe changing conditions in the operations and in community needs, and initiate service and policy changes as appropriate. 3. Display vision, creativity and enthusiasm. Function as a team player. 4. Maintain a vigorous and productive work schedule. 5. Strive to achieve an ever-greater level of service to the City. Goal: All goals above to be measured by Council judgment Lead: City Manager Support: All Departments PAY FOR PERFORMANCE EVALUATION The Employment Agreement dated March 6, 2007 specified that the City Council and City Manager (Employee) will agree on the performance goals and criteria to be used to evaluate the City Manager's performance for the first six-month employment period. The Council may wish to take into account both effort and success at achieving goals in considering performance and eligibility for salary adjustment. Judgment of City Council for Plan Period March 12—September 30, 2007: Appr• :d• � Read and Accepted: Mayor on Behalf of City Co cil City Manager A - ' 4• • • ti 1111)• EMPLOYMENT AGREEMENT BETWEEN THE CITY OF RANCHO PALOS VERDES AND CAROLYN R. LEHR This Employment Agreement("Agreement") is made and entered into as of March 6, 2007,by and between the City of Rancho Palos Verdes, a California municipal corporation ("CITY"or"EMPLOYER"), and Carolyn R. Lehr, an individual ("EMPLOYEE"). CITY and EMPLOYEE are referred to collectively as the Parties. RECITALS A. After a formal recruitment and selection process, the City Council of the City of Rancho Palos Verdes ("City Council") appointed EMPLOYEE as City Manager. B. EMPLOYEE represents that she has the requisite specialized skills, training, certifications, licenses, and authorizations and is otherwise qualified to serve as City Manager. C. CITY and EMPLOYEE wish to enter into an Employment Agreement that sets forth the rights and obligations of the parties and that will supercede all prior negotiations, discussions or agreements. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and EMPLOYEE agree as follows: SECTION 1. DUTIES EMPLOYER hereby agrees to retain the services of EMPLOYEE as City Manager of the City of Rancho Palos Verdes to perform the functions and duties specified in Chapter 2.08 of the Rancho Palos Verdes Municipal Code, and to perform such other legally permissible and proper duties and functions as the COUNCIL shall from time to time assign. EMPLOYEE shall also serve as Executive Director of any authority or agency created by or staffed by EMPLOYER, including the Rancho Palos Verdes Redevelopment Agency and the Rancho Palos Verdes Improvement Authority. SECTION 2. TERM A. TERM. Unless sooner terminated, as provided in this Agreement, the term of this Agreement shall be for three (3)years, commencing from the date first written above. This paragraph shall not be construed as preventing the parties from amending, extending or modifying the Agreement by a written instrument executed by both of the parties. The question of extension or non-extension of the term hereof shall be considered by the COUNCIL at the time of the annual evaluation of EMPLOYEE as provided in Section 7 hereof. 955179.5 - 1 - J t • B. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the COUNCIL to terminate the services of EMPLOYEE at any time upon ninety(90) days advance written notice, subject only to the provisions set forth in Section 4,paragraphs A and B of this Agreement. C. EMPLOYEE agrees to remain in the exclusive employment of EMPLOYER until March 6, 2010, and neither to accept other employment nor to become employed by any other employer while employed by EMPLOYER. The prohibition against other employment shall not be construed to prevent occasional teaching,writing, or consulting performed on EMPLOYEE's time off in accordance with Section 8 of this Agreement. SECTION 3. SUSPENSION EMPLOYER may suspend EMPLOYEE in accordance with the provisions of Section 2.08.130 of Chapter 2.08 of Title 2 of the Rancho Palos Verdes Municipal Code. SECTION 4. TERMINATION AND SEVERANCE PAY A. Consistent with California Government Code Section 36506, EMPLOYEE is appointed by and serves at the pleasure of the City Council as an at-will employee. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of CITY to terminate this Agreement and the employment of EMPLOYEE,with or without cause. Employer shall pay Employee for all services through the effective date of termination and Employee shall have no right to any additional compensation or payment, except as provided in this Section 4. In the event that EMPLOYEE is terminated by the COUNCIL before expiration of the aforementioned term of employment without cause and at or during such time that EMPLOYEE is willing and able to perform her duties under this Agreement, then in that event, EMPLOYER agrees to pay EMPLOYEE a lump sum cash payment equal to six (6)months salary; provided,however, that if at the time of termination of the Agreement, the unexpired term of the Agreement is less than six (6)months, then the cash payment shall be equal to Employee's monthly salary at the time of termination multiplied by the number of months of the unexpired term of the Agreement. Also, in such event, and in addition to the herein above described lump sum cash payment, EMPLOYER shall maintain EMPLOYEE on EMPLOYER's payroll roster,but only for insurance benefits, for six months after the date of termination or until EMPLOYEE obtains other employment, whichever first occurs. Only in the event that EMPLOYEE is terminated because of a material breach of this Agreement on her part, or because she has been convicted of a felony or any crime involving moral turpitude during the term hereof, shall EMPLOYER be relieved of the obligation to pay EMPLOYEE the benefits or the severance sum designated in this paragraph. B. In the event EMPLOYER at any time during the time of this agreement reduces the salary or other financial benefits of EMPLOYEE in a greater percentage than an applicable across the board reduction for all employees of EMPLOYER, or in the event EMPLOYER refuses, following written notice, to comply with any other provision herein benefiting 955179.5 -2 - , 1 r EMPLOYEE, or in the event EMPLOYEE resigns following a suggestion or request by the COUNCIL that she resign,then EMPLOYEE may, at her option,be deemed "terminated" within the meaning and context of the herein severance pay provisions as of the date of such reduction of benefits, refusal to comply with the provisions of this Agreement, or suggestion or request by the COUNCIL to resign. C. In the event EMPLOYEE voluntarily resigns her position with EMPLOYER, then EMPLOYEE shall give EMPLOYER two (2)months written notice in advance. Additionally, in the event the EMPLOYEE applies for a position elsewhere during the term of her employment hereunder and is included on a list of five or fewer candidates still under consideration on such a list, EMPLOYEE shall promptly give notice thereof to each member of the COUNCIL, which notice shall be confidential insofar as is permitted by applicable law. In addition, if EMPLOYEE terminates this Agreement prior to March 6, 2010, EMPLOYEE shall pay to CITY the pro rata share of CITY'S cost of retaining a professional recruiting firm to conduct a search for a new City Manager(not to exceed $20,000) and the pro rata share of the moving expenses and housing allowance that CITY had paid to EMPLOYEE,which are set forth in Section 10(e) of this Agreement. EMPLOYEE'S pro rata share of these amounts shall be calculated by dividing the number of days that EMPLOYEE did not serve as City Manager under this Agreement by 1,095. If EMPLOYEE terminates this Agreement(thereby terminating EMPLOYEE's Employment), EMPLOYEE shall not be entitled to any severance. SECTION 5. DISABILITY If EMPLOYEE is permanently disabled or is otherwise unable to perform her duties because of sickness, accident, injury,mental incapacity or health for a period of four successive weeks beyond any accrued sick leave, EMPLOYER shall have the option to terminate this agreement, subject to the severance pay requirements of Section 4,paragraph A. However, EMPLOYEE shall be compensated for any accrued vacation, holiday, administrative leave and other accrued benefits, if any, in accordance with EMPLOYER's personnel rules,which are applicable to management employees and in effect at the time of such termination. SECTION 6. SALARY A. EMPLOYER agrees to pay EMPLOYEE for her services rendered pursuant hereto, an annual salary of$150,000.00, subject to legally permissible or required deductions and withholding, prorated and paid on City's normal paydays. Employee's salary is compensation for all hours worked. Employee shall be exempt from the overtime pay provisions of California law (if any) and federal law. 955179.5 -3 - B. In recognition of accomplishments and excellent performance,merit increases may be granted to EMPLOYEE by COUNCIL. EMPLOYER agrees that EMPLOYEE'S salary shall be reviewed at the same time that EMPLOYEE'S performance is reviewed pursuant to Section 7. SECTION 7. PERFORMANCE EVALUATION A. Within one month of the effective date of this Agreement,the COUNCIL and EMPLOYEE shall jointly establish the performance goals for EMPLOYEE and any specific criteria that shall be used to evaluate EMPLOYEE'S performance. COUNCIL shall review EMPLOYEE'S performance within six months after the establishment of those goals to determine if EMPLOYEE has achieved those goals and if EMPLOYEE'S salary should be adjusted accordingly. The amount of the salary adjustment, if any, shall be at the sole discretion of the City Council. B. Annually, thereafter, the COUNCIL and EMPLOYEE shall define the goals and objectives that they determine appropriate for the proper operation of the City and to attain the COUNCIL'S policy objectives. The COUNCIL and EMPLOYEE shall jointly establish the relative priorities among the various goals and objectives and shall reduce such prioritized goals and objectives to writing. The goals and objectives shall generally be obtainable within the specified time limitations and within the annual operating and capital budgets and appropriations provided. Concurrently with the establishment of the goals and objectives for the City, the COUNCIL and EMPLOYEE shall establish the performance goals for EMPLOYEE and any specific criteria that shall be used to evaluate EMPLOYEE'S performance. Said criteria may be added to or deleted from as the COUNCIL may from time to time determine after consultation with EMPLOYEE. C. The COUNCIL shall review and evaluate the performance of EMPLOYEE at least once annually, on or before March 31st of each year, or as soon thereafter as can be reasonably be scheduled by the COUNCIL and EMPLOYEE. EMPLOYEE recognizes that as City Manager, she shall remind COUNCIL of the obligation to conduct the review of EMPLOYEE'S performance. The parties agree that the COUNCIL'S failure to carry out the provisions of this Section 7 shall not be deemed a breach of this Agreement. D. Such evaluation shall be discussed with EMPLOYEE, and an opportunity shall be provided to EMPLOYEE to respond to any aspect of said evaluation. It is the intention of COUNCIL that so long as authorized by Section 54957 of the California Government Code, or any other statutory provision, such performance evaluation shall be conducted in closed session. SECTION 8. OUTSIDE ACTIVITIES EMPLOYEE shall not spend more than an average of six hours per week in teaching, counseling or other non-Employer related business without the prior approval of the COUNCIL. 955179.5 -4- • . SECTION 9. AUTOMOBILE EMPLOYEE shall provide and have at her disposal for use for City business a clean,presentable and well-maintained automobile. EMPLOYEE shall be responsible for all costs of maintenance and operation of said vehicle. During the term of this Agreement, EMPLOYEE shall secure and maintain, at EMPLOYEE'S expense, automobile insurance in accordance with the requirements of Rancho Palos Verdes Administrative Instruction No. 8-02, and the minimum insurance requirements established by State law, whichever is greater, and shall provide satisfactory evidence of such automobile insurance to EMPLOYER. EMPLOYER shall pay to EMPLOYEE the amount of$400.00 per month to compensate EMPLOYEE for the use of EMPLOYEE's automobile for City business. SECTION 10. BENEFITS GENERALLY A. Except as specifically provided otherwise in this Agreement, EMPLOYEE shall receive all employment benefits that have been approved by COUNCIL for other management employees, as set forth in the City's Management Employee Personnel Rules and Resolution No. 97-93, as they now exist and from time to time may be amended by COUNCIL. The provisions of this Section 10 exclude any adjustments to EMPLOYEE'S salary; such increases, if any, shall be determined by the COUNCIL, in its sole discretion, in accordance with the provisions of paragraph B of Section 6. B. EMPLOYEE shall accrue vacation leave at the rate of ten hours per month. The vacation leave granted to EMPLOYEE may be used by EMPLOYEE at her discretion, considering always the best interests of the City. EMPLOYEE shall notify the Mayor when vacation leave in excess of three concurrent days is to be taken. If not used, said vacation leave shall continue to accrue, except that such entitlement shall not accrue beyond the maximum limits established for other management employees, unless specifically authorized by the COUNCIL. Upon termination of EMPLOYEE's employment under this Agreement, EMPLOYER shall pay EMPLOYEE, at the rate of compensation then being earned by EMPLOYEE, for all accrued and unused vacation leave entitlement in accordance with the then current policy established for other management employees. C. CITY recognizes that EMPLOYEE may incur certain expenses of a non-personal and job related nature. CITY agrees to reimburse or to pay such business expenses, which are incurred and submitted according to CITY's normal expense reimbursement procedures. To be eligible for reimbursement, all expenses must be supported by documentation meeting CITY's normal requirements and must be submitted within time limits established by CITY. D. Bonding. CITY shall bear the full costs of any fidelity or other bonds required of EMPLOYEE (if any)under any law or ordinance by virtue of her employment as City Manager. 955179.5 -5 - • ti • E. In addition to the foregoing, CITY shall pay to EMPLOYEE the actual cost of hiring a moving company to move the contents of her home,not to exceed$4000, and EMPLOYEE's cost to obtain temporary housing, not to exceed$1,500.00 per month for a maximum period of four months. SECTION 11. DUES AND SUBSCRIPTIONS EMPLOYER agrees to budget and pay for the professional dues and subscriptions of EMPLOYEE necessary for her continuation and full participation in national, regional, state and local associations and organizations necessary and desirable for her continued professional participation, growth and advancement, including the acceptance and performance of duties related to such associations and organizations and for the good of EMPLOYER. SECTION 12. PROFESSIONAL DEVELOPMENT EMPLOYER hereby agrees to budget for and pay the travel and subsistence expenses in accordance with the COUNCIL-approved travel policy, as contained in the Administrative Manual, for professional and official travel and meetings and occasions adequate to continue the professional development of EMPLOYEE and to adequately pursue necessary official duties and other functions for EMPLOYER. SECTION 13. INDEMNIFICATION Except as otherwise permitted,provided, limited or required by law, including without limitation California Government Code Sections 825, 995, and 995.2 through 995.8, the CITY will defend and pay any costs and judgments assessed against EMPLOYEE arising out of an act or omission by EMPLOYEE occurring in the course and scope of EMPLOYEE's performance of her duties under this Agreement. SECTION 14. OTHER TERMS AND CONDITIONS OF EMPLOYMENT The COUNCIL, in consultation with EMPLOYEE, shall fix any other terms and conditions of employment as it may determine from time to time to be appropriate,relating to the performance of EMPLOYEE,provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, City ordinances or any other law. SECTION 15. NOTICES Any notice to City under this Agreement shall be given in writing to City, either by personal service or by registered or certified mail,postage prepaid, addressed to the City Clerk at the address listed below. A courtesy copy shall be given to the City Attorney in a like manner. Any such notice to Employee shall be given in a like manner and, if mailed, shall be addressed to Employee at her home address then shown in City's files. EMPLOYEE's current address is set forth below. For the purpose of determining compliance with any time limit in this Agreement, a 955179.5 -6- • dir • notice shall be deemed to have been duly given(a) on the date of delivery, if served personally on the party to whom notice is to be given, or(b) on the third calendar day after mailing, if mailed to the party to whom the notice is to be given in the manner provided in this section. EMPLOYER: Mayor and City Council City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90275 EMPLOYEE: Carolyn R. Lehr 1350 Wentworth Avenue Pasadena, California 91106 SECTION 16. GENERAL PROVISIONS A. This Agreement contains the entire agreement between the parties and supersedes all prior oral and written agreements, understandings, commitments, and practices between the parties concerning EMPLOYEE's employment with CITY. Each party to this Agreement acknowledges that no representations, inducements,promises or agreements, oral or written, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party. B. No amendments to this Agreement may be made except in writing, signed and dated by CITY and EMPLOYEE. C. This Agreement shall be binding on and inure to the benefit of the heirs at law and executors of EMPLOYEE. D. This Agreement shall become effective commencing the 12th day of March, 2007. E. If any provision, or any portion thereof, in this Agreement is held 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. F. Notwithstanding anything in this agreement to the contrary, unless EMPLOYEE agrees otherwise or unless notice of termination has been given prior to any City Council election, EMPLOYEE shall be retained for a minimum of three months following any such election in order to provide the new council members an opportunity to work with and observe EMPLOYEE's performance under this Agreement. G. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect. If any provision is held 955179.5 -7 - ( 't • 1 invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. H. This Agreement sets forth the final, complete and exclusive agreement between EMPLOYER and EMPLOYEE relating to the employment of Employee as City Manager by CITY. Any prior discussions or representations by or between the parties are merged into and rendered null and void by this Agreement. The foregoing notwithstanding, EMPLOYEE acknowledges that, except as expressly provided in this Agreement, her employment is subject to City's generally applicable rules and policies pertaining to employment matters, such as those addressing equal employment opportunity, sexual harassment and violence in the workplace. I. This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the substantive laws of the State of California, without giving effect to conflict of laws principles. Any legal action to enforce the provisions of this Agreement shall be filed in any court of competent jurisdiction in Los Angeles County. J. None of the Parties hereto shall be deemed to be the drafter of this Agreement. The terms of this Agreement shall not be interpreted or construed in favor of, or against, any Party hereto. Should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against any Party herein,but rather by construing the terms of this Agreement as a whole according to their fair meaning. K. EMPLOYEE acknowledges that she has had the opportunity and has conducted an independent review of the financial and legal effects of this Agreement. EMPLOYEE acknowledges that she has made an independent judgment upon the financial and legal effects of this Agreement and has not relied upon any representation of CITY, its officers, agents or employees other than those expressly set forth in this Agreement. IN WITNESS WHEREOF, the City Council of the City of Rancho Palos Verdes, California, has caused this Agreement to be signed and executed on its behalf by its Mayor, and duly attested by its City Clerk, and EMPLOYEE has signed and executed this Agreement, as of the date and year first above written. 67',(Dated: � x£ ' t ,)c- cCITY OF RANCHO PALOS VERDES (E ' o R) . MAYOR [Signatures continue] 7 955179.5 -8 - - r , . ATTEST: 03Aszerestv.p,..D �-� CITY CLE Dated: EMPLOYEE I 11. 41.4 CAROL R LEHR 955179.5 -9-