Lehr, Carolyn R. (2014) ti
TRANSITION AGREEMENT AND GENERAL RELEASE
This Transition Agreement and General Release ("Agreement") is entered into by
and between Carolyn R. Lehr("Employee"), an individual, and the City of Rancho Palos
Verdes, a California municipal corporation("Employer" or"City"), as of the date set
forth below.
Recitals
A. Employee is employed as the City Manager for Employer.
B. Employee is appointed by, and serves at the pleasure of, the City Council as an at-
will employee. Either Employee or Employer may end the employment relationship at
any time, with or without cause.
C. Employee and Employer have entered into a Fourth Amended and Restated
Employment Agreement, as of July 5, 2011, as modified by the First Amendment to that
agreement as of September 23, 2011 ("Employment Agreement"). Pursuant to its terms,
unless sooner terminated, the Employment Agreement terminates on June 30, 2014.
D. On December 12, 2013, Employee notified the City Council that she does not
want to extend her current Employment Agreement beyond June 30, 2014. The content
of Employee's letter to Employer is set forth in Exhibit"A"hereto. Accordingly,the
parties mutually understand and agree that there will be no extension to the term of the
Employment Agreement, and that their employment relationship will cease at the
conclusion of the Employment Agreement on June 30, 2014.
E. Employer and Employee desire to provide for a smooth transition for both the
City and Employee. Employee desires to ensure continuity at the City during this
transition, as requested by the City Council and as outlined in this Agreement.
NOW THEREFORE, in consideration of the above recitals and of the mutual
promises set forth below, the parties hereby agree:
1. Conclusion of Employment.
A. The parties mutually agree that their employment relationship will end at the
conclusion of the Employment Agreement, specifically on June 30, 2014. Unless
Employee sooner resigns or Employer sooner terminates the employment relationship, as
provided in the Employment Agreement, Employee will continue as City Manager
through June 30, 2014.
B. Prior to the conclusion of employment,the parties have agreed to a transition
plan, as outlined below. Employee acknowledges and agrees that the professional
courtesies and consideration she will receive during the transition period, including
Employer's forbearance in ending the employment relationship for any period of time
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after the date of this Agreement, along with the other terms of this Agreement, constitutes
adequate consideration for this Agreement.
2. Transition Plan.
A. To facilitate a smooth transition in the Office of City Manager, Employee shall
continue to fulfill all of her regular duties as City Manager through January 31, 2014.
After January 31, 2014, and through the conclusion of employment, Employee will not be
required to perform all of her day-to-day regular duties, some of which may be delegated
to other members of City Staff, but will perform special projects that are assigned by the
City Council and will continue to receive her full pay and benefits,to the maximum
extent permitted by law. During this period, the City Council may appoint an Acting
City Manager to handle certain day-to-day City Manager functions.
B. While the employment relationship continues after January 31, 2014, Employee
will be available to assist in the transition of any matters on which she worked or is
familiar with, to perform specific projects that are assigned by the City Council, and to
consult on other matters within her knowledge or expertise. Employee will be available
to attend meetings, either in person or by telephone, with reasonable notice from
Employer. In the event Employee will be unavailable on a particular day, she may use
appropriate accrued leave time for such absence.
C. Employee will be permitted reasonable time during regular work hours to pursue
alternate employment, including time for interviews, without the requirement to use paid
leave time for partial days. Employee will inform the Mayor and will make prior
arrangements when Employee will be away for more than one day for these purposes.
D. As provided under the Employment Agreement, Employee agrees to remain in the
exclusive employment of Employer. In the event Employee secures alternate
employment while the Employment Agreement remains in effect, Employee shall resign
employment with the City to accept such alternate employment. In that event,
requirements for prior written notice to City and 60 day written notice of such
resignation,per the Employment Agreement, will be deemed waived by Employer.
E. The parties agree that the requirements of the Rancho Palos Verdes Municipal
Code for removal of the City Manager are either inapplicable to this transition or are
waived or satisfied by this Agreement.
F. Employee shall receive leave payments, as follows:
Employee shall receive a cash payment for all properly accrued and unused leave time to
which she is entitled, under and pursuant to Employer's rules for such payments, through
the conclusion of employment. Such payment will be payable following the conclusion
of employment.
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G. Except for any unpaid salary through the conclusion of her employment, and
except for accrued and vested retirement benefits, and except as provided in Paragraph 2
F above, Employee agrees that she is owed no other salary, wages or benefits, including
any cash equivalent or conversion, and that no other payment is due her arising from or in
any manner related to her employment, as of the date she executes this Agreement.
3. Release.
A. In consideration of the performance of the provisions contained in this
Agreement, including the benefits and consideration received by Employee under the
Transition Plan, Employee hereby forever relieves, releases, and discharges Employer, its
City Council, and each member thereof, and its officers, employees, and agents
("Releasees") from any and all claims, debts, obligations, causes of action, demands,
liabilities, costs, or expenses of whatsoever kind or nature,whether known or unknown,
suspected or unsuspected, arising from or relating to Employee's employment with
Employer and the termination of that employment. Employee further agrees that she will
not institute or file any action or actions, causes of action(in law or in equity), suits,
debts, liens, claims, demands, known or unknown, against any or all of the Releasees in
state or federal court, or with any state, federal or local government administrative
agency, or private organization, or otherwise, arising from or attributable to any
employment practice of, or alleged wrongdoing by, the Employer, its Council Members,
agents, and all persons acting by,through, under, or in concert with the Employer,
relating in any way to Employee's employment or the termination of that employment, or
the manner by which the employment was terminated. It is understood that this
Agreement is a bar to any such action or proceeding. This release does not extend to
rights that may not be waived as a matter of law, including unwaivable rights the
Employee may have, if any, under the California Labor Code.
B. Employee specifically acknowledges that she is aware of, and familiar with, the
provisions of California Civil Code Section 1542, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS 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."
Employee, being aware of this Statute and its meaning and effect, expressly waives and
relinquishes all rights and benefits she may have as well as any other rights or benefits
derived from any statutes or common law principles of similar effect arising out of her
employment with Employer and/or the termination of her employment with Employer.
C. Employee is fully aware of and understands all of her rights under the Age
Discrimination in Employment Act of 1967 (29 U.S.C. Sections 621-634) ("ADEA").
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Being fully aware of any potential claims she may have against Releasees,based upon
the provisions of the ADEA, Employee knowingly and voluntarily releases Releasees
from any and all claims she may have against them based upon any aspect of her
employment with Employer including the cessation of her employment.
Employee has been given the opportunity to take twenty-one (21) calendar days to
consider the terms and effects of this Agreement prior to executing it. Unless earlier
accepted, rejected or withdrawn, this Agreement will expire twenty-one (21) days after it
is given to Employee. To the extent that Employee has taken less than twenty-one (21)
days to consider this Agreement, Employee acknowledges that she has had sufficient
time to consider the Agreement and consult with counsel. She further acknowledges that
she does not require any additional time and waives any right to additional time.
Employer and Employee agree that any changes to this Agreement prior to its execution,
whether material or immaterial, do not restart the running of the twenty-one (21) day
consideration period.
Employee understands that the terms of this Agreement are not effective until eight(8)
calendar days after its execution. Employee may revoke this Agreement within seven(7)
calendar days of its execution. Revocation shall not be effective unless it is
communicated in writing to and actually received by Employer within seven(7) calendar
days after the execution of this Agreement. If Employee revokes this Agreement,
Employer shall be relieved of all of its obligations under this Agreement.
D. The parties understand and agree that the releases contained in this Agreement are
intended to cover all claims and liability for acts and omissions occurring prior to the
execution of this Agreement, to the maximum extent permitted by law. This Agreement
does not release claims and liability based on acts and omissions occurring after
execution of this Agreement or with respect to the rights created in this Agreement.
4. Advice and Expense of Counsel.
A. Employee acknowledges that she has been advised to consult with an attorney
prior to executing this Agreement and that she has been provided with adequate time to
do so. Employee has advised Employer that she has consulted with an attorney for this
purpose.
B. Each party shall bear its own costs and attorney's fees incurred in connection with
all matters leading to and including the negotiation and execution of this Agreement.
5. Representations and Warranties.
A. Employee acknowledges that she has read this Agreement carefully, fully
understands its terms, nature, and effect and is executing this Agreement freely,
knowingly, and voluntarily. In executing this Agreement, Employee does not rely on any
inducements,promises, or representations by Employer or any person other than the
terms and conditions of this Agreement.
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B. The parties acknowledge and agree that the facts with respect to this Agreement
may hereafter turn out to be other than or different from the facts now known to them or
believed by them to be true, and the parties therefore expressly assume the risk of the
facts being different and agree that this Agreement shall be in all respects effective and
not subject to termination or rescission by reason of any such different facts.
C. Employee acknowledges and warrants that as of the date of this Agreement she is
in good physical and mental condition,that she is fully competent to manage her business
affairs, and that she is not suffering from any physical or mental disability of any type.
D. The parties represent and warrant that each of them is the sole and lawful owner
of all right,title, and interest in and to every claim, right, and other matter which each
party releases herein, and that each party has not otherwise heretofore assigned or
transferred, or purported to assign or transfer,to any person or entity, any claims or other
matters herein released.
E. The parties and individuals executing this Agreement represent and warrant that
each of them has the authority to execute this Agreement on behalf of the party on whose
behalf said person is purporting to execute this Agreement.
F. Employee represents and warrants that no action of any kind is currently pending
against Employer in any federal or state court or before any administrative agency
relative to Employee's employment or the cessation of that employment.
G. Each party agrees that such party will not take any action which would interfere
with the performance of this Agreement by any other party hereto or which would
adversely affect any of the rights provided for herein.
6. Mutual Cooperation.
A. On or before the date the employment relationship ends, Employee shall return all
keys, documents, files, equipment, and property belonging to Employer that are in her
possession or under her control.
B. Employer will return any property belonging to Employee that remains on
Employer's premises,provided Employee provides information sufficient to identify and
locate such property.
C. Employee shall cooperate with Employer as may be reasonably necessary in the
transition of her responsibilities. Prior to the end of employment, Employee shall do so
as part of her regular duties. After employment ends, Employee shall be available for
such purposes at her sole option and as her schedule permits.
D. An agreed statement as to Employee's transition is attached hereto as Exhibit"A"
and is incorporated herein by this reference.
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7. Written Modifications. This Agreement supersedes any prior written or verbal
adjustment of this matter and constitutes a complete resolution of all claims or potential
claims by Employee against the Employer. There shall be no modification of this
Agreement except in writing signed by both parties.
8. Attorney's Fees to Enforce Agreement. In the event suit is initiated by either
party to enforce the terms of this Agreement, or for damages for breach of the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and
costs.
9. No Admission of Liability. It is understood and agreed that this Agreement shall
not constitute or be construed as an admission of liability on the part of any of the parties
herein released.
10. Governing Law. This Agreement and the rights and obligations created by this
Agreement shall be governed by the laws of the State of California, without reference to
any law that may require application of the laws of another jurisdiction. Venue for any
lawsuit that is filed to enforce the provisions of this Agreement shall be in Los Angeles
County Superior Court.
11. Agreement Binding. This Agreement is binding upon, and shall inure to the
benefit of, the heirs, executors, administrators, representatives, successors, and assigns of
the respective parties hereto and each of them.
12. Integration. This Agreement constitutes a single integrated written contract
expressing the entire agreement of the parties hereto relative to the subject matter hereof.
No covenants, agreements, representations, or warranties of any kind whatsoever have
been made by any party hereto, except as specifically set forth in this Agreement. All
prior discussions and negotiations have been and are merged and integrated into, and are
superseded by, this Agreement.
13. Severability. In the event that any provision or partial provision of this
Agreement should be held to be void, voidable, or unenforceable, the remaining portions
herein shall nevertheless remain in full force and effect.
14. Facsimile Signatures and Counterparts. The parties agree that this Agreement
will be considered signed by a party when the signature of that party is delivered by
facsimile transmission. Such signature shall be treated in all respects as having the same
effect as an original signature. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute
one instrument.
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THIS DOCUMENT CONTAINS A RELEASE OF ALL CLAIMS. YOU ARE URGED
TO CONSULT AN ATTORNEY AND TO READ IT CAREFULLY BEFORE
SIGNING.
DATED: — EMPLOYEE
9.., A L W&L.
arolyn R. Lehr
//9/1
DATED: CITY OF RANCHO PALOS VERDES
("EMPLOYER")
11110
Its: Mayor
ATTEST: /i �
City Clerk
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Exhibit"A"
Mutually Agreed Statement for City Manager Transition
Following more than six and a half years of service as Rancho Palos Verdes City
Manager, Carolyn R. Lehr has announced that she will be leaving the City at the end of
her current Employment Agreement, which ends on June 30, 2014. Ms. Lehr has agreed
to perform duties and projects designated by the City Council and to help the City
smoothly transition to a new City Manager.
Ms. Lehr issued the following statement:
"As the Council is aware, my City Manager contract runs through June 30, 2014. At a
time when the average tenure of a city manager in California is about three years,by the
end of my term, I will have had the honor of serving the City of Rancho Palos Verdes for
seven years. This is indeed a testament to our ability to work together on behalf of the
42,000 residents we serve. Since I joined the City in 2007, I've delighted in working for
a total of ten different Councilmembers! Over the years, visionary Councilmembers—
together with a dynamic and engaged citizenry and supported by an extremely dedicated
and talented City staff-- forged such generational achievements as the award-winning
coastal landmark that is Terranea Resort; the acquisition of thousands of additional acres
of trails and open space in partnership with the Palos Verdes Peninsula Land
Conservancy; the strategic planning and safeguarding of funding to ensure safe
maintenance of City infrastructure; and construction of critical storm drain projects such
as McCarrell Canyon and San Ramon to protect life and property. Although these are
just a few examples, none of this would be feasible without strict adherence to fiscal
discipline and the support of our citizen advisory boards.
"As fulfilling as it has been for me to be a part of such exciting times in our City, the
rapidly approaching end of my term reminds me that I must carefully weigh what is in the
best interest of Rancho Palos Verdes and its need for consistent, professional
management together with my own family's needs. Many of you are aware that my
husband recently took a position with a technology firm in Silicon Valley, where our
family enjoyed living for many years in earlier times. While it has been difficult for me to
conclude that I should not ask this Council to extend my employment contract, I
recognize that I want to spend time at my home in northern California. With that, I
respectfully ask that the City Council seek out a successor City Manager.
"I look forward to working out an arrangement with the Council in the coming weeks that
provides for a smooth transition of City Managers allowing ample time for the City
Council to conduct a recruitment, and giving my full commitment to any assistance I can
offer to this Mayor and City Council. I wish to demonstrate the gratitude that I feel for
having spent such a significant part of my professional career in service to the
outstanding community and public organization that is the City of Rancho Palos Verdes."
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In response to Ms. Lehr's announcement, Mayor Jerry Duhovic made the following
statement on behalf of the City Council:
"We understand and acknowledge the City Manager's need to make this personal
decision at this time. We appreciate all of her hard work, dedication and years of service
to the City of Rancho Palos Verdes and applaud her desire to assist the City in a smooth,
seamless, transition.
"During her tenure,the City Manager has provided positive leadership and has built a
strong city organization. We sincerely wish her the best in all of her future endeavors.
"The City Council will take the necessary steps to ensure continuity at City Hall and will
soon begin the process of engaging a new City Manager".
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