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CC SR 20220201 F - Cty Manager's Contract 01203.0004/762604.1 CITY COUNCIL MEETING DATE: 02/01/2022 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consideration and possible action to approve Amendment No. 2 to the employment agreement with Mr. Ara M. Mihranian, AICP, as City Manager. RECOMMENDED COUNCIL ACTION: 1) Approve “AMENDMENT NO. 2 TO CITY MANAGER EMPLOYMENT AGREEMENT” thereby increasing the annual salary compensation of the City Manager by 2.5% to an annual salary of $226,000 and authorize the Mayor to execute the same on behalf of the City of Rancho Palos Verdes, the Successor Agency to the Dissolved Rancho Palos Verdes Redevelopment Agency and the Rancho Palos Verdes Improvement Authority effective February 12, 2022, the first pay period after the amendment is approved. 2) Approve a retention payment, not otherwise subject to CalPERS, to the City Manager of approximately 7% of his salary in the amount of $15,000 to either be paid directly to the City Manager or deposited in his name into a qualified Internal Revenue Service § 401(a) deferred compensation plan. FISCAL IMPACT: There fiscal impact of this amendment is $335,000. The additional $21,100 will be covered by budget savings in the General Fund. Amount Budgeted: $313,900 Additional Appropriation: None Account Number(s): Various salary and benefit accounts ORIGINATED BY: William W. Wynder, City Attorney REVIEWED BY: None APPROVED BY: Karina Bañales, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: A. Amendment No. 2 to the City Manager Employment Agreement (page A-1) B. City Manager Employment Agreement Between City of Rancho Palos Verdes & Ara M. Mihranian, AICP (page B-1) C. Amendment No. 1 to the City Manager Employment Agreement (page C-1) BACKGROUND: 1 01203.0004/762604.1 Mr. Mihranian has now served in the position of City Manager as prescribed by state law and as codified in Title 2, Chapter 2.08, of the Rancho Palos Verdes Municipal Code for his second contract year of employment. On December 21, 2021, the City Council conducted the City Manager’s annual performance evaluation pursuant to Section 6.2 of the Employment Agreement (Attachment B) during a lawfully convened closed session. Additionally, pursuant to Section 5.2 of his Employment Agreement, the City Council and Mr. Mihranian agreed to conduct an annual salary review concurrently with the City Manager’s annual performance evaluation. On January 18, 2022, the City Council undertook the salary review required by Section 5.2 of his Employment Agreement during a lawfully convened closed session. As a consequence of that review, the City Council and City Manager now desire to amend the Employment Agreement. DISCUSSION: Under the terms of the proposed Amendment No. 2 (Attachment A), Section 5.1 of the Employment Agreement would be amended as follows: “5.1 Annual Compensation. Effective February 12, 2022, City agrees to compensate City Manager for his services rendered hereunder at an annual salary of TWO HUNDRED TWENTY THOUSAND FIVE HUNDRED DOLLARS ($220,500.00) TWO HUNDRED TWENTY SIX THOUSAND DOLLARS ($226.000) as may be adjusted, from time-to time, in accordance with Section 5.3 hereinafter, or as this Agreement may be amended. Such salary shall be payable in installments at the same time as other Department Head employees of City are paid. City Manager shall pay his contribution to FICA, MediCare, and SDI.” “5.1.1 Retention Payment. City hereby affords City Manager a one-time retention payment of FIFTEEN THOUSAND DOLLARS ($15,000) in recognition of his exemplary service to City. Such retention payment shall, at City Manager’s election, either be paid directly to City Manager or to be deposited in City Manager’s name into a qualified Internal Revenue Service § 401(a) deferred compensation account.” CONCLUSION: Approve Amendment No. 2 to the City Manager’s employment agreement and authorize the Mayor to execute the same. ALTERNATIVES: 2 01203.0004/762604.1 In addition to the recommendation, the following alternative action is available for the City Council’s consideration: 1. Take such other action as the City Council deems appropriate consistent with the requirements of law. 3 01203.0004/762601.1 1 AMENDMENT NO. 2 TO CITY MANAGER EMPLOYMENT AGREEMENT This AMENDMENT NO. 2 (“Amendment No. 2”) to that certain “CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN CITY OF RANCHO PALOS VERDES & ARA MICHAEL MIHRANIAN, AICP,” entered into February 1, 2022, (the “Employment Agreement”), is made by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation (“City”) and Mr. ARA MICHAEL MIHRANIAN, AICP, an individual (hereinafter referred as the “City Manager”), and is effective as of the 12th day of February, 2022. RECITALS A. City and City Manager have previously entered into the Employment Agreement whereby City’s City Council employed City Manager to serve in the position of City Manager as prescribed by state law and as codified in Title 2, Chapter 2.08, of City’s Municipal Code. B. City and City Manager have previously entered into Amendment No. 1 the Employment Agreement, the same being effective January 2, 2021. C. Pursuant to Section 5.2 of the Employment Agreement, City and City Manager agree to conduct an annual salary review concurrently with the City Manager’s annual performance evaluation pursuant to Section 6.2 of the Employment Agreement. D. On December 21, 2021, City’s City Council undertook the annual performance evaluation required by the Section 5.2 of the Employment Agreement during a lawfully convened closed session. E. On January 18, 2022, City’s City Council undertook the salary review required by the Section 5.2 of the Employment Agreement during a lawfully convened closed session. F. As a consequence of that review, City’s City Council and City Manager now desire to further amend the Employment Agreement, as amended, as follows: TERMS 1. Contract Changes. The Employment Agreement, as amended, is further amended as provided hereinafter. (Deleted text is indicated in strikethrough & added text in bold & italics.) a. “5.1 Annual Compensation. Effective February 12, 2022, City agrees to compensate City Manager for his services rendered hereunder at an annual salary of TWO HUNDRED TWENTY THOUSAND FIVE HUNDRED DOLLARS ($220,500.00) TWO HUNDRED TWENTY SIX THOUSAND DOLLARS ($226.000) as may be adjusted, from time-to time, in accordance with Section 5.3 hereinafter, or as this Agreement may be amended. Such salary shall be payable in installments at the same time as other Department Head employees of City are paid. City Manager shall pay his contribution to MediCare, and SDI.” A-1 01203.0004/762601.1 2 b. “5.1.1 Retention Payment. City hereby affords City Manager a one-time retention payment of FIFTEEN THOUSAND DOLLARS ($15,000) in recognition of his exemplary service to City. Such retention payment shall, at City Manager’s election, either be paid directly to City Manager or to be deposited in City Manager’s name into a qualified Internal Revenue Service § 401(a) deferred compensation account.” 2. Continuing Effect of Employment Agreement. Except as amended by this Amendment No. 2, all other provisions of the Employment Agreement, as amended, shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term “Employment Agreement” appears in the Employment Agreement, it shall mean the Employment Agreement, as amended by this Amendment No. 2. 3. Affirmation of Employment Agreement; Warranty Re Absence of Breaches or Defaults. City and City Manager each ratify and reaffirm each and every one of the respective rights and obligations arising under the Employment Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Employment Agreement other than as provided herein. Each party represents and warrants to the other that the Employment Agreement is currently an effective, valid, and binding obligation. City Manager represents and warrants to City that, as of the date of this Amendment No. 2, City is not in breach or default of any material term of the Employment Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material breach or default under the Employment Agreement. City represents and warrants to City Manager that, as of the date of this Amendment No. 2, City Manager is not in breach or default of any material term of the Employment Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material breach or default under the Employment Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 5. Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment , and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on the date and year first-above written. [SIGNATURES ON FOLLOWING PAGE] A-2 01203.0004/762601.1 3 CITY OF RANCHO PALOS VERDES ______________________________ Mayor Dated: ________________________ ATTEST: City Clerk APPROVED AS TO FORM: City Attorney CITY MANAGER ______________________________ Dated: ________________________ [END OF SIGNATURES] A-3 CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN CITY OF RANCHO PALOS VERDES & ARA MICHAEL MIHRANIAN, AICP This CITY MANAGER EMPLOYMENT AGREEMENT (the "Agreement' ) is made and entered into this 19`h day of February 2020, by and between the City Council of the CITY OF RANCHO PALOS VERDES acting as the legally constituted governing body of the City of Rancho Palos Verdes, the Successor Agency to the Dissolved Rancho Palos Verdes Redevelopment Agency and the Rancho Palos Verdes Improvement Authority (hereinafter referred to collectively as the "City") and Mr ARA MICHAEL MIHRANIAN, AICP an individual (hereinafter referred as the "City Manager') RECITALS WHEREAS it is the desire of City s City Council (hereinafter the "Council') to employ an individual to serve in the position of City Manager as prescribed by state law and as set forth in Title 2 Chapter 2 08 of City's Municipal Code, and WHEREAS, it is the desire of the City s City Council to (1) secure and retain the services of City Manager, (2) to provide inducement for him or her to maintain such employment and (3) to provide a mechanism for terminating City Manager's services, if and when necessary, and WHEREAS, based on City Manager s executive and administrative qualifications and ability City s City Council desires to employ City Manager to serve as the city manager for the City, and WHEREAS City Manager desires to accept employment as such from City NOW, THEREFORE, in consideration of the mutual covenants contained herein, City and City Manager hereby agree as follows AGREEMENT 1 0 EMPLOYMENT & DUTIES 1 1 City hereby employs Mr ARA MICHAEL MIHRANIAN AICP, as City Manager to perform the functions and duties specified in City s Municipal Code and in the Government Code of the State of California and to perform such other legally permissible and proper duties and functions as City s Council shall, from time to time, direct or assign City Manager acknowledges that the assigned duties shall also include services to the Successor Agency to the Dissolved Rancho Palos Verdes Redevelopment Agency and the Rancho Palos Verdes Improvement Authority 1 2 City Manager shall focus his professional time ability and attention to City's business during the term of this Agreement City Manager shall not spend more than ten (10) 01203 0004 630527 4 WWW B-1 hours per month in teaching, counseling, or other non-employer connected business activities without prior approval of the City s City Council 1 3 City Manager shall not engage without the express prior written consent of the City s City Council, in any other business duties or pursuits whatsoever or, directly or indirectly, render any services of a business commercial, or professional nature to any other person or organization whether for compensation or otherwise, that is or may be competitive with City that might cause a conflict-of-interest with City, or that otherwise might interfere with the business or operation of City or the satisfactory performance of City Manager's duties 2 0 TERM 2 1 Commencement & Effective Date City Manager shall commence his services at 8 00 a m Pacific standard time, on February 19, 2020 which shall also be deemed the Effective Date of this Agreement On the Effective Date, that certain INTERIM CITY MANAGER EMPLOYMENT AGREEMENT, made and effective as of November 22 2019 shall terminate according to its terms 2 2 Employment Status City Manager is an "at-will ' employee serving at the pleasure of City, acting through its City Council, and subject to summary dismissal without any right of notice or hearing, including any so-called "Skelly ' meeting Except as provided in Section 2 3 below, City may terminate the employment of City Manager at any time, with or without cause upon compliance with the provisions set forth in Sections 3 0 or 4 0 of this Agreement and upon the affirmative vote of three (3) members of City's City Council 2 3 Waiver of Certain Termination Rights City Manager expressly waives any rights afforded under City s personnel system or policies, and any rights afforded to City Manager under the Rancho Palos Verdes Municipal Code (except as noted Section 2 4 hereinafter) or under State or Federal law, including Government Code §§ 54950 et seq ("Brown Act"), to any form of pre- or post-termination hearing, appeal, or other administrative process pertaining to termination, except those rights City Manager may have under the California or United States constitutions to a name-clearing hearing 2 4 Termination Limitation City and City Manager agree that the scope of City s limitation upon its right to terminate the employment of City Manager shall be modified from that provided in City's Municipal Code Title 2, Chapters 2 08 120 which is hereby waived by the parties, and 2 08 140 which is hereby modified to require the following Notwithstanding the provisions of Sections 2 08 110 (Removal— Procedure) through 2 08 140 _ (Removal—Limitation) the city manager shall not be removed from office other than for misconduct in office during or within a period of 60 days next succeeding any general municipal election held in the city at which election a member of the city council is elected The purpose of this section is to allow any newly elected member of the city council or a reorganized city council to observe the actions and ability of the city manager in the performance of the powers and duties of his office After the expiration of the 60-day period the provisions of Sections 2 08 110 (Removal—Procedure) 2 01203 0004 630527 4 WWW B-2 through 2 08 140 (Removal—Limitation) as to the removal of the city manager shall apply and be effective ' 2 5 Term The term of this Agreement shall be for three (3) years commencing from and after the Effective Date, subject to Sections 2 2 2 3, and/or 2 4 of this Agreement, and ending at midnight Pacific standard time on February 18, 2023, unless termination of this Agreement is effected as provided herein The term of the Agreement may be extended by mutual agreement of the parties in the manner as provided in Section 13 0 of this Agreement 2 6 Termination by City Manager If City Manager determines to terminate this Agreement, he shall be required to give a minimum of sixty (60) days' advance written notice to Council prior to the effective date of his termination unless a shorter period is acceptable to Council, and City Manager shall not be eligible for severance pay in the event of his voluntary resignation 3 0 SEVERANCE 3 1 Severance City Manager shall have the severance rights provided hereinafter The severance rights provided in this Section 3 0 shall constitute the sole and only entitlement of City Manager in the event of termination and City Manager expressly waives any and all other rights except as provided herein Nothing in this paragraph shall be construed as precluding City Manager's right to contest the appropriateness of termination for cause in Los Angeles County Superior Court or any court of competent jurisdiction or otherwise enforce the provisions of this Agreement 3 3 Termination For Cause If the Council terminates City Manager for cause as defined in Section 4 0, City shall not be required to make the severance payment provided herein 1 Written Statement Describing Cause, Name-Clearing Hearing In the event City Manager is terminated for cause, City shall provide City Manager with a written statement describing the cause for termination and shall afford City Manager a name-clearing hearing before City's City Council at a reasonable time upon written notice to the City Clerk within seven (7) days of receiving the written statement 2 No Severance Payment While Under Investigation In the event City Manager is under investigation for any of the reasons set forth in Section 4 0, City may withhold part or all of any severance payment afforded City Manager herein until it is determined if charges will be filed and if charges are filed, until final judgment is rendered, provided, however that City may not withhold the severance payment (if any), in whole or in part, beyond twelve (12) months of the initiation of an investigation and/or the filing of charges whichever shall last occur 3 4 Termination Without Cause & For the Convenience of City Notwithstanding Title 2, Chapter 2 08 150(D) of City's Municipal Code, in the event City s City Council terminates City Manager for its convenience and without cause, before the expiration of the term of employment, City shall provide City Manager with the shorter of (1) six (6) months base salary, and (2) continuation of City Manager's health benefits as of the time of termination, for 3 01203 0004 63027 4 WWW B-3 six (6) months or until City Manager finds other employment whichever occurs first, or (2) an amount equal to the monthly salary of City Manager multiplied by the number of months left on the unexpired term of the contract However if the unexpired term of this Agreement is greater than six (6) months, the maximum severance amount shall be an amount equal to the monthly salary of City Manager multiplied by six (6) 1 City is currently a member of the California Joint Powers Insurance Authority ("CJPIA") which makes available to the City Manager up to six (6) months of base salary and COBRA benefits in effect at the time of termination under the terms of the CJPIA's Chief Executive Separation Payment" coverage, the terms of which may vary from time-to- time, and are incorporated by reference The terms of such Chief Executive Separation Payment coverage in effect at the time of termination of City Manager s employment will govern If at the time of termination of City Manager's employment, City is no longer a member of the CJPIA or the CJPIA no longer offers such Chief Executive Separation Payment coverage, then City will only be obligated to provide the Severance Payment described in part (a) above 2 Any severance payment provided for herein shall be conditioned upon City Manager's execution of a general release of claims, a copy of which is attached hereto as Exhibit "A,' and payment shall not occur until after the expiration of the release revocation period contained therein In the event City Manager declines to execute or revokes the general release of claims, no severance payment shall be made 3 5 Application of Government Code §§ 53260-261 Government Code §§ 53260- 261 provides that all contracts of employment with a city must include a provision limiting the maximum cash settlement for the termination of the contract to the monthly salary (excluding benefits) multiplied by the number of months left on the unexpired term, but not more than eighteen (18) months if the unexpired term exceeds 18 months The severance payments provided herein are expressly limited by this provision [(e g if termination occurred with six (6) months left in the term, severance would be equal to the monthly base salary multiplied by six 6) rather than twelve (12), provided City Manager executes and does not revoke a general release of claims] 3 6 Application of Government Code § 53243 3 If this Agreement provides for (1) paid leave for the official pending an investigation, (2) funds for the legal criminal defense of the official, or (3) any cash settlement related to City Manager s termination, such sums shall be fully reimbursed by City Manager to City if the City Manager is convicted of a crime involving abuse of his or her office or position All provisions of Government Code § 53243 3 shall take precedence over the terms of this Agreement 3 7 Application of Government Code § 3511 2 Notwithstanding any other provisions of this Agreement, it shall be prohibited for this Agreement to provide an automatic renewal hereof that provides for an automatic compensation increase in excess of a cost-of-living adjustment or a maximum cash settlement in excess of certain limits Government Code § 3511 2 is hereby incorporated into the terms of this Agreement as follows 4 01203 0004 630527 4 WWW B-4 On or after January 1, 2012, any contract executed or renewed between a local agency and a local agency executive shall not provide for the following a) An automatic renewal of a contract that provides for an automatic increase in the level of compensation that exceeds a cost-of-living adjustment b) A maximum cash settlement that exceeds the amounts determined pursuant to Article 3 5 (commencing with Section 53260) of Chapter 2 of Part 1 of Division 2 of Title 5 " [i e , a cash settlement that exceeds 18 months of the Salary and benefits] 3 8 No Severance if Termination Initiated By City Manager City Manager expressly agrees that he shall not be entitled to any severance payment as the result of the termination of this Agreement if such termination is initiated by City Manager 3 9 Payment Any severance payment required under Section 3 0 shall be paid within ten (10) days following the execution of a general release of claims, provided City Manager has not revoked the release 4 0 TERMINATION FOR CAUSE City shall not be obligated to make any severance payment as described in Section 3 0 above, if City Manager is terminated for cause For the purposes of this Agreement "cause" for termination shall include but not be limited to, the following (1) loss of mental capacity for more than six (6) consecutive months as determined by a court of competent jurisdiction, (2) persistent habitual or willful neglect of duty, (3) insubordination (which shall be defined as a repeated failure to carry out a directive or directives of City's City Council made by Council as a body), (4) corrupt or willful misconduct in office, (5) willful malfeasance, or conviction of an illegal act (excepting minor traffic or moving violations) amounting to an act of moral turpitude a conviction following a plea of nolo contendere is deemed a conviction), (6) willful destruction or misuse of City property, (7) habitual intoxication while on duty whether by alcohol, prescription or non-prescription drugs, and in the case of prescription drugs where they are being used in a manner not authorized by City Manager's treating physician, (8) inexcusable absence without an authorized leave of absence, (9) willful political activity involving the support of candidates for City's City Council or Municipal Code amendments, (10) theft or attempted theft, (11) financial mismanagement, (12) material dishonesty, (13) willful violation of Federal State or City discrimination and harassment laws concerning race religious creed, color, national origin, ancestry, physical handicap, marital status, sexual orientation, sex or age concerning either members of the general public or City's employee(s) while acting in the course and scope of employment while on City premises or time and/or while acting without the prior approval or direction of the City's City Council, (14) willful and unlawful retaliation against any City officer or employee or member of the general public who in good faith reports, discloses, divulges or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or related directly thereto, (15) willful violation of any conflict of interest or incompatibility of office laws, (16) performance of material outside business interests that conflict directly with the activities and duties as City Manager, but not including educational or professional training programs conducted by City Manager whether for personal financial gain or not, (17) refusal to take or 5 01203 0004 630527 4 WWW B-5 subscribe to any oath or affirmation which is required by law, or (18) engaging in conduct tending to bring embarrassment or disrepute to City 50 SALARY 5 1 Annual Compensation City agrees to compensate City Manager for his services rendered hereunder at an annual salary of TWO HUNDRED TEN THOUSAND DOLLARS 210,000 00) as may be adjusted, from time-to time, in accordance with Section 5 3 hereinafter, or as this Agreement may be amended Such salary shall be payable in installments at the same time as other Department Head employees of City are paid City Manager shall pay his contribution to FICA, MediCare and SDI 5 2 Annual Salary Review City and City Manager agree to conduct an annual salary review concurrently with the annual performance evaluation set forth in Section 6 2 hereinafter Such annual salary review shall include consideration of those benefits afforded City Manager in this Agreement 5 3 Discretionary City Manager Retention Payment Commencing with the 2020 annual salary review, City's City Council agrees to consider whether to afford City Manager a performance-based employee retention payment The determination of whether, and in what amount, if any to afford a City Manager employee retention payment shall be in the sole and unfettered discretion of City's City Council and shall not be the subject of any right of appeal or review 5 4 Effectuating Salary Adjustment City and City Manager agree that the affirmative vote of three (3) members of Council shall be required to effectuate an increase in the salary paid to City Manager paid pursuant to this Agreement This provision shall not be interpreted to require a separate affirmative vote of three (3) members of Council to approve the additional benefits specified in Section 9 0 of this Agreement 5 4 Deferred Compensation City participates in a so-called "Section 457' deferred compensation plan with the International City/County Management Association ("ICMA ) to which City Manager may participate In addition, City shall contribute five percent (5%) of City Manager's base salary into a "Section 401(a) ' ICMA defined contribution plan 6 0 PERFORMANCE EVALUATION 6 1 Purpose The performance review and evaluation process set forth herein is intended to provide review and feedback to City Manager so as to facilitate a more effective management of City Nothing herein shall be deemed to alter or change the employment status of City Manager (as set forth in Section 2 2 above), nor shall this Section 6 0 be construed as requiring "cause' to terminate this Agreement, or the services of City Manager thereunder 6 2 Annual Evaluation Council shall review and evaluate the performance of City Manager annually between December 1 and December 31 of each calendar year commencing in 2020 Such review and evaluation shall be conducted concurrently with an annual salary review, and in accordance with the purpose noted above It shall be the obligation of City Manager and the City Clerk to notify Council of the need to conduct the evaluation required by this Section 6 01203 0004 630527 4 WWW B-6 6 3 Written Summary City and City Manager agree to jointly prepare a written summary of each performance evaluation of City Manager and to include the same in his or her personnel file within two (2) weeks following conclusion of the review and evaluation process and shall schedule at least one (1) closed personnel session with City Manager to deliver and discuss the evaluation 7 0 HEALTH, LIFE AND DISABILITY INSURANCE 7 1 Scope City shall provide to City Manager with medical dental vision life and long term disability insurance plans and/or programs as follows 7 2 City shall provide City Manager with such medical dental, vision life and long term disability insurance plans as set forth in the City's Management Employee Personnel Rules and Resolution No 97-93, as they now exist or as the same may be amended or up-dated from time to time by resolution of City's Council 8 0 AUTOMOBILE 8 1 Car Allowance City Manager shall be afforded a Seven Hundred Dollar 700 00) per month vehicle allowance in full compensation for the usage of City Manager s personal vehicle for City-related business 9 0 VACATION, SICK LEAVE, EXECUTIVE LEAVE & OTHER BENEFITS 9 1 Vacation Leave City Manager shall accrue vacation leave at the rate of twenty 20) days per year The vacation leave granted to City Manager may be used by City Manager at his discretion, always considering the best interests of City City Manager shall notify the Mayor and City's Council whenever vacation leave is to be taken If not used, said vacation leave shall continue to accrue up to a maximum of Three Hundred Twenty (320) hours Upon termination of City Manager's employment under this Agreement, City shall pay City Manager at the rate of compensation then being earned by City Manager for all accrued and unused vacation leave 9 2 Sick Leave As of the effective date of this Agreement, City Manager shall be entitled to such sick leave as set forth in the City's Management Employee Personnel Rules and Resolution No 97-93 as they now exist or as the same may be amended or up-dated from time to time by resolution of City s Council City Manager shall not be allowed to "cash out" any portion of his accrued sick leave during the tenure of his employment with City 9 3 Bereavement Leave City Manager shall be entitled to such bereavement leave as is currently afforded Department Head employees as the same may be modified for all Department Head employees by resolution of City's Council from time to time 9 4 Jury Duty City Manager shall receive full pay and benefits while responding to a jury summons or serving on a jury for up to ten (10) court days Any compensation for such jury duty (except travel pay) shall be remitted to City 9 5 Holidays From and after the effective date of this Agreement City Manager shall be entitled to such holidays as are currently afforded Department Head employees as the 7 01203 0004 630527 4 WWW B-7 same may be modified for all Department Head employees by resolution of City s Council from time to time 9 6 Administrative Leave As of the effective date of this Agreement, City Manager shall accrue administrative leave at the maximum rate of Eighty (80) hours per year Administrative leave shall not be carried over from year-to-year and shall not be considered an accrued benefit for purposes of calculating accrued benefits under Section 3 2 of this Agreement 9 7 Retirement City shall provide City Manager with membership in the California Public Employees Retirement System ("CaIPERS') using the 2 5% at age 55 formula City shall pay all portions of the annual Ca1PERS contribution 9 8 Department Head Benefits Except as provided in Section 9 9 below, City Manager shall receive the same general employment benefits that have been approved by City s Council for other Department Head employees, as set forth in the City's Management Employee Personnel Rules and Resolution No 97-93, as they now exist, or as the same may be amended or up-dated from time to time by City s Council 9 9 No Additional Benefits City Manager shall not be entitled to any cost of living adjustments ("COLA") to compensation, if any, as are afforded Department Head employees or as the same may be modified for all Department Head employees by resolution of City s Council from time to time 10 0 PROFESSIONAL DEVELOPMENT 10 1 Dues, Subscriptions, and Professional Development City agrees to budget and to pay for the professional dues and subscriptions of City Manager necessary for his participation in national, regional, state and local associations and organizations necessary and desirable for his professional participation, growth and advancement, and for the good of the City The City hereby agrees to budget and to pay the travel and subsistence expenses of City Manager for professional and official travel, meetings and occasions adequate to the professional development of City Manager and to adequately pursue necessary official and other functions for the City including, but not limited to, the Annual Conference of the International City Management Association the State League of Municipalities and such other national, regional, state and local governmental groups, including the American Planning Association and committees thereof which City Manager serves as a member 10 2 Community participation is a necessary part of City Manager s duties and as such, City shall pay all necessary dues, fees, and expenses for City Manager to belong to one local civic service club to be selected by City Manager 11 0 TRAVEL & MEETING EXPENSES 11 1 Out-of-Town Meeting & Seminars City agrees to reimburse City Manager the actual cost for registration, air or ground travel, lodging, and meals and other expenses incurred by City Manager while attending overnight out-of-town meetings or seminars related to his employment with City To be eligible to receive reimbursement for meals and lodging for out-of- 8 01203 0004 630527 4 WWW B-8 town meetings or seminars City Manager must have budgeted funds available for such, and shall notify the Council in advance of attending such meetings and seminars 11 2 Local Meetings & Seminars City agrees to reimburse City Manager the actual cost of registration, meals, and other expenses necessarily incurred while in attendance at local meetings or seminars related to his employment with City 11 3 Incidental Expenses City agrees to reimburse City Manager the actual cost of those incidental expenses necessarily incurred by City Manager while engaged in the business of City upon the presentation of an appropriate receipt therefore 12 0 BONDING The City shall bear the full cost of any fidelity or other bonds required of the City Manager by the Council or as required under any law or ordinance 13 0 AMENDMENT OF AGREEMENT City agrees that any amendment, alteration, extension, or modification to this Agreement shall be in writing signed by the parties hereto, approved by the affirmative vote of three (3) members of the City Council with the written consent of City Manager 14 0 INDEMNIFICATION For the purpose of indemnification and defense of legal actions, City Manager shall be considered an employee of the City and entitled to the same rights and subject to the same obligations as are provided for all other employees of the City as set forth in Sections 825 through 825 6 and Sections 995 throughout 996 6 of the California Government Code 15 0 GENERAL PROVISIONS 15 1 Entire Agreement This Agreement represents the entire agreement between the parties and supersedes any and all other agreement, either oral or in writing between the parties with respect to the employment of City Manager by City and contains all of the covenants and agreements between the parties with respect to that employment Each party to this agreement acknowledges that no representations, inducements, promises or agreements orally or otherwise, have been made by either party or anyone acting on behalf of either party, which are not embodied herein, and that no other agreement statement of promises not contained in this Agreement shall be valid or binding upon either party 15 2 Heirs and Assigns This Agreement shall be binding upon, and inure to the benefit of, the heirs at law and executors of the City Manager 15 3 Effect of Waiver The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of that term covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or 9 01203 0004 63027 4 WWW B-9 power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times 15 4 Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way 15 5 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California in full force and effect as of the date of execution 15 6 Independent Legal Advice City and City Manager represent and warrant to each other that each has received, to the extent desired, legal advice from independent and separate legal counsel with respect to the legal effect of this Agreement and City and City Manager further represent and warrant that each has carefully reviewed this entire Agreement and that each and every term thereof is understood and that the terms of this Agreement are contractual and not a mere recital This Agreement shall not be construed against the party or its representatives who drafted it, or who drafted any portion thereof 15 7 Conflicts Prohibited During the term of this Agreement City Manager shall not engage in any business or transaction or maintain a financial interest which conflicts, or reasonably might be expected to conflict in any manner with the proper discharge of his or her duties under this Agreement City Manager shall comply with all requirements of law, including but not limited to, Sections 87100 et seq , Section 1090 and Section 1125 of the Government Code, and all other similar statutory and administrative rules Whenever any potential conflict arises or may appear to arise, the obligation shall be on City Manager to seek legal advice concerning whether such conflict exists and City Manager's obligations arising therefrom 15 7 Notices Any notice required or permitted by this Agreement shall be in writing and shall be personally served or shall be sufficiently given when served upon the other party as sent by United States Postal Service, postage prepaid and addressed as follows To City To City Manager Attn Mayor Ara Michael Mihranian, AICP City of Rancho Palos Verdes Address on File With the City Clerk) 30940 Hawthorne Boulevard Rancho Palos Verdes CA 90275 w/copy to City Attorney c/o Aleshire & Wynder, LLP 2361 Rosecrans Avenue, Suite 475 El Segundo CA 90245 Notices shall be deemed given as of the date of personal service or upon the date of deposit in the course of transmission with the United States Postal Service 10 01203 0004 630527 4 WWW B-10 IN WITNESS WHEREOF, the CITY OF RANCHO PALOS VERDES has caused this Agreement to be signed and executed on its behalf by its Mayor, and duly attested by its officers thereunto duly authorized and City Manager has signed and executed this Agreement both in duplicate CITY OF RANCHO PALOS VERDES 41\jC# Mayor Dated St612c7 ATTEST 1k X11 . City Clete', APPROVED AS TO FORM City Attorney CITY I • AGE' Dated 2„,• 12. 1° 2'D END OF SIGNATURES —END OF AGREEMENT] 11 01203 0004 630527 4 WWW B-11 EXHIBIT "A" AGREEMENT OF SEPARATION,SEVERANCE,AND GENERAL RELEASE This Agreement of Separation Severance,and General Release(hereinafter referred to as the AGREEMENT')is entered into by and between the City of Rancho Palos Verdes a general law city municipal corporation (hereinafter referred to as"THE CITY ) and an individual hereinafter referred to as"EMPLOYEE ) RECITALS WHEREAS EMPLOYEE was hired by THE CITY as an at-will City Manager effective serving at the pleasure of the City Council of THE CITY pursuant to a written contract, a copy of which is attached hereto as Exhibit"A ("THE CONTRACT ) EMPLOYEE is currently years old WHEREAS, THE CITY and EMPLOYEE desire that EMPLOYEE resign and enter into a severance agreement whereby EMPLOYEE receives severance compensation in exchange for executing a general release and waiver of any and all claims that EMPLOYEE may have against THE CITY including but not limited to its elected and non-elected officials employees, attorneys and agents Accordingly the parties hereto intend by this AGREEMENT to mutually conclude any and all employment relationships between THE CITY and EMPLOYEE by means of EMPLOYEE s voluntary separation as of This AGREEMENT sets forth the full and complete terms and conditions concluding EMPLOYEE s employment relationship with the CITY and any obligations related thereto including any provided under THE CONTRACT WHEREAS in accordance with this AGREEMENT and with applicable state and federal laws EMPLOYEE acknowledges that EMPLOYEE has been advised of EMPLOYEE s post-employment rights including but not limited to, EMPLOYEE s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA') the Employee Retirement Income Security Act of 1974 ERISA' ) and the Health Insurance Portability and Accountability Act of 1996 ("HIPAA ) NOW THEREFORE and in consideration for the promises waivers and releases contained herein the Parties agree as follows AGREEMENT 1 RECITALS All of the Recitals listed above are material provisions of this AGREEMENT and are deemed true by the Parties and incorporated herein by this reference 2 CONSIDERATION In exchange for the waivers and releases set forth herein,THE CITY shall provide EMPLOYEE the following consideration 2 1 EMPLOYEE shall receive payment to him or her at the time of his voluntary separation all earned salary,accrued fringe benefits as detailed in THE CONTRACT and/or all other 01203 0004 630528 2 WWW B-12 wage compensation/benefits owed to EMPLOYEE upon separation of employment as required by law or THE CONTRACT or any other agreement with THE CITY 2 2 In exchange for the waivers and releases set forth herein,THE CITY shall also cause to be paid to EMPLOYEE an additional compensatory payment by means of severance settlement and release in the form of a lump sum amount of and cents ($ 00) as set forth in THE CONTRACT in the form of a check made payable to EMPLOYEE to be mailed to EMPLOYEE at EMPLOYEE s home address on file with THE CITY via certified mail return receipt requested within thirty(30)business days after the EFFECTIVE DATE(as defined below)of this AGREEMENT This payment shall be subject to normal and applicable state and federal withholdings as determined appropnate by THE CITY 2 3 In exchange for the severance payment provided for herein EMPLOYEE and on behalf of EMPLOYEE s spouse heirs, representatives successors and assigns hereby releases, acquits and forever discharges THE CITY and each of its predecessors,successors assigns officials employees representatives agents,insurers,attorneys,and all persons and entities acting by through under or in concert with any of them and each of them (hereinafter referred to as "THE CITY PARTIES ') from any and all claims charges, complaints contracts understandings, liabilities obligations promises, benefits agreements, controversies costs, losses, debts expenses, damages actions, causes of action, suits, rights, and demands of any nature whatsoever known or unknown suspected or unsuspected which EMPLOYEE now has or may acquire in the future or which EMPLOYEE ever had relating to or arising out of any act omission, occurrence, condition event, transaction,or thing which was done omitted to be done,occurred or was in effect at any time from the beginning of time up to and including hereinafter referred to collectively as CLAIMS ) without regard to whether such CLAIMS arise under the federal state or local constitutions,statutes rules or regulations,or the common law EMPLOYEE expressly acknowledges that the CLAIMS forever barred by this AGREEMENT specifically include but are not limited to claims based upon any alleged breach of THE CONTRACT or any other agreement of employment any demand for wages overtime or benefits any claims of violation of the provisions of ERISA, COBRA or HIPAA any alleged breach of any duty arising out of contract or tort any alleged wrongful termination in violation of public policy any alleged breach of any express or implied contract for continued employment,any alleged employment discrimination or unlawful discriminatory act,or any claim or cause of action including, but not limited to, any and all claims whether arising under any federal state or local law prohibiting breach of employment contract wrongful termination or employment discrimination based upon age race color, sex, religion handicap or disability national origin or any other protected category or characteristic and any and all rights or claims ansing under the California Labor Code or Industrial Welfare Commission Wage Orders, the Federal Fair Labor Standards Act,the California Fair Employment and Housing Act California Government Code sections 12,900 et seq the Americans With Disabilities Act Title VII of the Civil Rights Act of 1964 and any other federal state or local human rights civil rights,or employment discnmination or employee nghts statute rule or regulation with the sole exception being any workers compensation claims 3.SPECIFIC ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA AND OWBPA The Age Discrimination in Employment Act of 1967(hereinafter referred to as the"ADEA ) makes it illegal for an employer to discharge any individual or otherwise discriminate with respect to the nature and privileges of an individual s employment on the basis that the individual is age forty 40)or older The Older Workers Benefit Protection Act(hereinafter referred to as the"OWBPA 2 B-13 29 U S C § 626 et seq Pub L 101-433 104 Stat 978 (1990)) further augments the ADEA and prohibits the waiver of any right or claim under the ADEA, unless the waiver is knowing and voluntary By entering into this AGREEMENT EMPLOYEE acknowledges that he or she knowingly and voluntarily for just compensation in addition to anything of value to which EMPLOYEE was already entitled,waives and releases any rights EMPLOYEE may have under the ADEA and/or OWBPA EMPLOYEE further acknowledges that he or she has been advised and understands pursuant to the provisions of the ADEA and OWBPA, that a) This waiver/release is written in a manner understood by EMPLOYEE, b) EMPLOYEE is aware of, and/or has been advised of his rights under the ADEA and OWBPA and of the legal significance of his waiver of any possible claims he currently may have under the ADEA OWBPA and/or similar age discrimination laws c) EMPLOYEE is entitled to a reasonable time of at least twenty-one(21)days within which to review and consider this AGREEMENT and the waiver and release of any rights he may have under the ADEA the OWBPA and similar age discrimination laws, but may in the exercise of his own discretion sign or reject this AGREEMENT at any time before the expiration of the twenty-one (21) days, d) The waivers and releases set forth in this AGREEMENT shall not apply to any rights or claims that may arise under the ADEA and/or OWBPA after the EFFECTIVE DATE of this AGREEMENT e) EMPLOYEE has been advised by this writing that he should consult with an attorney prior to executing this AGREEMENT, f) EMPLOYEE has discussed this waiver and release with and been advised with respect thereto by, EMPLOYEE s counsel of choice, and that he or she does not need any additional time within which to review and consider this AGREEMENT, g) EMPLOYEE has seven (7) days following his execution of this AGREEMENT to revoke the AGREEMENT h) Notice of revocation within the seven (7) day revocation period must be provided in writing to THE CITY pursuant to Paragraph 8 9 herein and must state, "I hereby revoke my acceptance of our Agreement of Severance and General Release 'and 1) This AGREEMENT shall not be effective until EMPLOYEE has signed the AGREEMENT and provided proof of same to THE CITY and seven(7)calendar days have passed since EMPLOYEE's execution and no revocation has been served by EMPLOYEE("EFFECTIVE DATE") 4 UNKNOWN CLAIMS In relation to the release provisions of Paragraphs 3 and 4 above EMPLOYEE understands that California Civil Code § 1542 reads as follows 3 B-14 General Release--Claims Extinguished A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that if known by him or her would have materially affected his or her settlement with the debtor or released party EMPLOYEE hereby waives the protection of California Civil Code § 1542 5 WAIVER OF ADDITIONAL CLAIMS EMPLOYEE hereby waives any provisions of state or federal law that might require a more detailed specification of the claims being released pursuant to the provisions of Paragraphs 2 3 and 4 above 6 NON-CONFIDENTIALITY OF AGREEMENT EMPLOYEE acknowledges that THE CITY is a public entity, and as such that THE CITY shall endeavor to but cannot promise to or otherwise keep the terms and conditions of this AGREEMENT confidential 7 REPRESENTATIONS AND WARRANTIES Each of the parties to this AGREEMENT represents and warrants to and agrees with each other party as follows 7 1 Advice of Counsel The parties hereto have received independent legal advice from their respective attorneys concerning the advisability of entering into and executing this AGREEMENT or have been given the opportunity to obtain such advice The parties acknowledge that they have been represented by counsel of their own choice in the negotiation of this AGREEMENT that they have read this AGREEMENT,that they have had this AGREEMENT fully explained to them by such counsel or have had such opportunity to do so and that they are fully aware of the contents of this AGREEMENT and of its legal effect 7 2 No Fraud in Inducement No party (nor any officer agent employee representative or attorney of or for any party) has made any statement or representation or failed to make any statement or representation to any other party regarding any fact relied upon in entering into this AGREEMENT and neither party relies upon any statement representation,omission or promise of any other party in executing this AGREEMENT or in making the settlement provided for herein except as expressly stated in this AGREEMENT 7 3 Independent Investigation Each party to this AGREEMENT has made such investigation of the facts pertaining to this settlement and this AGREEMENT and all the matters pertaining thereto, as it deems necessary 7 4 Mistake Waived In entering into this AGREEMENT each party assumes the risk of any misrepresentation concealment or mistake If any party should subsequently discover that any fact relied upon by it in entering into this AGREEMENT was untrue,or that any fact was concealed from it or that its understanding of the facts or of the law was incorrect such party shall not be entitled to any relief in connection therewith including without limitation on the generality of the foregoing any 4 B-15 alleged right or claim to set aside or rescind this AGREEMENT This AGREEMENT is intended to be and is final and binding between the parties regardless of any claims of misrepresentation promise made without the intent to perform concealment of fact mistake of fact or law or any other circumstance whatsoever 7 5 Later Discovery The parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters related herein Nevertheless it is the intention of the parties that EMPLOYEE fully finally and forever settle and release all such matters,and all claims relative thereto,which do now exist,may exist or have previously existed against THE CITY or THE CITY PARTIES In furtherance of such intention the releases given here shall be and remain,in effect as full and complete releases of all such matters notwithstanding the discovery or existence of any additional or different claims or facts relative thereto 7 6 Indemnification EMPLOYEE agrees to indemnify and hold harmless THE CITY or THE CITY PARTIES from and against any and all claims,damages or liabilities sustained by them as a direct result of the violation or breach of the covenants warranties, and representations undertaken pursuant to the provisions of this AGREEMENT EMPLOYEE understands and agrees that he or she shall be exclusively liable for the payment of all taxes for which he or she is responsible, if any as a result of his or her receipt of the consideration referred to in Paragraph 3 of this AGREEMENT In addition EMPLOYEE agrees fully to indemnify and hold the CITY PARTIES harmless for payment of tax obligations as may be required by any federal, state or local taxing authority at any time as a result of the payment of the consideration set forth in Paragraph 3 of this AGREEMENT 7 7 Future Cooperation&Consultation fees EMPLOYEE shall execute all such further and additional documents as shall be reasonable,convenient necessary or desirable to carry out the provisions of this AGREEMENT EMPLOYEE shall provide THE CITY with consultation services (including deposition or tnal testimony) in any litigation involving THE CITY which is reasonably related to acts or occurrences transpinng during his employment Said services shall be provided as needed by THE CITY at a rate of$100 00 per hour 7 8 Return of Confidential Information and Property Prior to the separation date EMPLOYEE shall submit a written inventory of,and return to the City Clerk all City keys equipment computer identification cards or codes and other equipment or materials or confidential documents provided to or obtained by EMPLOYEE during the course of his or her employment with THE CITY 7 9 No Pending Claims and/or Actions EMPLOYEE represents that he has not filed any complaints or charges against THE CITY or THE CITY PARTIES with any local state or federal agency or court, that he will not do so at any time hereafter for any claim arising up to and including the EFFECTIVE DATE of this AGREEMENT,and that if any such agency or court assumes jurisdiction of any such complaint or charge against THE CITY or THE CITY PARTIES on behalf of EMPLOYEE whenever or where ever filed he or she will request such agency or court to withdraw from the matter forthwith 7 10 Ownership of Claims EMPLOYEE represents and warrants as a material term of this AGREEMENT that EMPLOYEE has not heretofore assigned transferred,released or granted,or purported to assign transfer,release or grant,any of the CLAIMS disposed of by this AGREEMENT In executing this AGREEMENT EMPLOYEE further warrants and represents that none of the 5 B-16 CLAIMS released by EMPLOYEE thereunder will in the future be assigned conveyed or transferred in any fashion to any other person and/or entity 7 11 Enforcement Fees and Costs Should any legal action be required to enforce the terms of this AGREEMENT the prevailing party shall be entitled to reasonable attorneys fees and costs in addition to any other relief to which that party may be entitled 7 12 Authority Each party represents to the other that it has the right to enter into this AGREEMENT and that it is not violating the terms or conditions of any other AGREEMENT to which they are a party or by which they are bound by entering into this AGREEMENT The parties represent that they will obtain all necessary approvals to execute this AGREEMENT It is further represented and agreed that the individuals signing this AGREEMENT on behalf of the respective parties have actual authority to execute this AGREEMENT and by doing so, bind the party on whose behalf this AGREEMENT has been signed 8 MISCELLANEOUS 8 1 No Admission Nothing contained herein shall be construed as an admission by THE CITY of any liability of any kind THE CITY denies any liability in connection with any claim and intends hereby solely to avoid potential claims and/or litigation and buy its peace 8 2 Governing Law This AGREEMENT has been executed and delivered within the State of California and the rights and obligations of the parties shall be construed and enforced in accordance with, and governed by the laws of the State of California 8 3 Full Integration This AGREEMENT is the entire agreement between the parties with respect to the subject matter hereof and supersedes all pnor and contemporaneous oral and written agreements and discussions This AGREEMENT may be amended only by a further agreement in writing signed by the parties hereto 8 4 Continuing Benefit This AGREEMENT is binding upon and shall inure to the benefit of the parties hereto their respective agents spouses employees representatives officials attorneys assigns heirs and successors in interest 8 5 Joint Drafting Each party agrees that it has cooperated in the drafting and preparation of this AGREEMENT Hence in any construction to be made of this AGREEMENT the parties agree that same shall not be construed against any party 8 6 Severability In the event that any term, covenant, condition, provision or agreement contained in this AGREEMENT is held to be invalid or void by any court of competent jurisdiction the invalidity of any such term covenant,condition,provision or agreement shall in no way affect any other term covenant, condition provision or agreement and the remainder of this AGREEMENT shall still be in full force and effect 8 7 Titles The titles included in this AGREEMENT are for reference only and are not part of its terms nor do they in any way modify the terms of this AGREEMENT 8 8 Counterparts This AGREEMENT may be executed in counterparts and when each party has signed and delivered at least one such counterpart each counterpart shall be deemed an 6 B-17 original and when taken together with other signed counterparts shall constitute one AGREEMENT which shall be binding upon and effective as to all parties 8 9 Notice Any and all notices given to any party under this AGREEMENT shall be given as provided in this paragraph All notices given to either party shall be made by certified or registered United States mail or personal delivery,at the noticing party s discretion and addressed to the parties as set forth below Notices shall be deemed,for all purposes to have been given on the date of personal service or three (3)consecutive calendar days following deposit of the same in the United States mail As to EMPLOYEE At EMPLOYEE s home address on file with THE CITY As to THE CITY• Mayor City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes CA 90275 SIGNATURES ON THE FOLLOWING PAGE] 7 B-18 IN WITNESS WHEREOF THE CITY has caused this AGREEMENT to be signed and executed on its behalf by its Mayor and duly attested by its City Clerk EMPLOYEE has signed and executed this Agreement and the attorneys for THE CITY and EMPLOYEE if any have approved as to form as of the dates written below DATED EMPLOYEE By NAME] THE CITY DATED By Mayor ATTEST. City Clerk APPROVED AS TO FORM. ALESHIRE & WYNDER LLP By City Attorney EMPLOYEE s LAW FIRM] By Counsel] 8 B-19 01203.0004/691475.1 WWW 1 AMENDMENT NO. 1 TO CITY MANAGER EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 (“Amendment No. 1”) to that certain ““CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN CITY OF RANCHO PALOS VERDES & ARA MICHAEL MIHRANIAN, AICP,” entered into January 19, 2021 (the “Employment Agreement”), is made by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation (“City”) and Mr. ARA MICHAEL MIHRANIAN, AICP, an individual (hereinafter referred as the “City Manager”), and is effective as of the 1st day of January, 2021. RECITALS A.City and City Manager have previously entered into the Employment Agreement whereby City’s City Council employed City Manager to serve in the position of City Manager as prescribed by state law and as codified in Title 2, Chapter 2.08, of City’s Municipal Code. B.Pursuant to Section 5.2 of the Employment Agreement, City and City Manager agree to conduct an annual salary review concurrently with the City Manager’s annual performance evaluation pursuant to Section 6.2 of the Employment Agreement. C.On December 19, 2020, City’s City Council undertook the salary review required by the Section 5.2 of the Employment Agreement during a lawfully convened closed session. D.As a consequence of that review, City’s City Council and City Manager now desire to amend the Employment Agreement as follows: TERMS 1.Contract Changes. The Employment Agreement is amended as provided hereinafter. (Deleted text is indicated in strikethrough & added text in bold & italics.) a. “5.1 Annual Compensation. Effective January 1, 2021, City agrees to compensate City Manager for his services rendered hereunder at an annual salary of TWO HUNDRED TEN THOUSAND DOLLARS ($210,000.00) TWO HUNDRED TWENTY THOUSAND FIVE HUNDRED DOLLARS ($220,500.00) as may be adjusted, from time-to time, in accordance with Section 5.3 hereinafter, or as this Agreement may be amended. Such salary shall be payable in installments at the same time as other Department Head employees of City are paid. City Manager shall pay his contribution to FICA, MediCare, and SDI.” 2.Continuing Effect of Employment Agreement. Except as amended by this Amendment No. 1, all other provisions of the Employment Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Employment Agreement” appears in the Employment Agreement, it shall mean the Employment Agreement, as amended by this Amendment No. 1. 3.Affirmation of Employment Agreement; Warranty Re Absence of Breaches or Defaults. City and City Manager each ratify and reaffirm each and every one of the respective rights and obligations arising under the Employment Agreement. Each party represents and C-1 01203.0004/691475.1 WWW 2 warrants to the other that there have been no written or oral modifications to the Employment Agreement other than as provided herein. Each party represents and warrants to the other that the Employment Agreement is currently an effective, valid, and binding obligation. City Manager represents and warrants to City that, as of the date of this Amendment No. 1, City is not in breach or default of any material term of the Employment Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material breach or default under the Employment Agreement. City represents and warrants to City Manager that, as of the date of this Amendment No. 1, City Manager is not in breach or default of any material term of the Employment Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material breach or default under the Employment Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment , and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date and year first-above written. CITY OF RANCHO PALOS VERDES ______________________________ Mayor Dated: ________________________ ATTEST: City Clerk APPROVED AS TO FORM: City Attorney CITY MANAGER ______________________________ Dated: ________________________ C-2