CC RES 2024-004 RESOLUTION NO. 2024-04
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF RANCHO PALOS VERDES, CALIFORNIA,
APPROVING AMENDMENT NO. 4 TO CITY
MANAGER EMPLOYMENT AGREEMENT
WHEREAS, Ara Michael Mihranian, AICP ("City Manager") commenced services
as the city manager of the City effective February 19, 2020 pursuant to the City
Manager Employment Agreement Between City of Rancho Palos Verdes & Ara Michael
Mihranian, AICP ("Employment Agreement"); and
WHEREAS, on January 2, 2021, the City Council and City Manager entered into
Amendment No. 1 to the Employment Agreement; and
WHEREAS, on February 1, 2022, the City Council and Employee entered into
Amendment No. 2 to the Employment Agreement; and
WHEREAS, on February 21, 2023, the City Council and Employee entered into
Amendment No. 3 to the Employment Agreement; and
WHEREAS, following a performance review of the City Manager, the City Council
now desires to approve Amendment No. 4 to the Employment Agreement, a copy of
which is attached hereto.
NOW, THEREFORE, the City Council of the City of Rancho Palos Verdes,
California, does hereby resolve as follows:
Section 1. The recitals set forth above are true and correct and are
incorporated into this Resolution by this reference.
Section 2. The City Council hereby approves Amendment No. 4 to the City
Manager Employment Agreement Between City of Rancho Palos Verdes &Ara Michael
Mihranian, AICP, attached hereto as Exhibit "A". The Mayor is authorized to execute
Amendment No. 4 on behalf of the City, the Successor Agency to the Dissolved Rancho
Palos Verdes Redevelopment Agency and the Rancho Palos Verdes Improvement
Authority subject to City Attorney approval as to form.
Section 3. This Resolution shall be effective as of the date of its adoption.
PASSED, APPROVED and ADOPTED this 6th day of ebruary 2024.
Jo n 3 uikshank, Mayor
Attest:
I
4L
ere T kaoka, City Clerk
State of California )
County of Los Angeles ) ss
City of Rancho Palos Verdes )
I, Teresa Takaoka, City Clerk of the City of Rancho Palos Verdes, hereby certify that the
above Resolution No. 2024-04 was duly and regularly passed and adopted by the said
City Council at a regular meeting thereof held on February 6, 2024.
rI'44Q
esa akaoka, City Clerk
01203 0004/956610 2
111
Resolution No 2024-04
Page 2 of 2
01203.0004/956180.2 1
AMENDMENT NO. 4
TO CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN
CITY OF RANCHO PALOS VERDES & ARA MICHAEL MIHRANIAN, AICP
This AMENDMENT NO. 4 TO CITY MANAGER EMPLOYMENT AGREEMENT
BETWEEN CITY OF RANCHO PALOS VERDES & ARA MICHAEL MIHRANIAN, AICP
Amendment No. 4”) is made and entered into February 6, 2024 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”).
RECITALS
A. On February 19, 2020, City and City Manager entered into the CITY MANAGER
EMPLOYMENT AGREEMENT BETWEEN CITY OF RANCHO PALOS VERDES & ARA
MICHAEL MIHRANIAN, AICP (“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 to the
Employment Agreement (“Amendment No. 1”), the same being effective January 2, 2021.
C. City and City Manager have previously entered into Amendment No. 2 to the
Employment Agreement (“Amendment No. 2”), the same being effective February 1, 2022.
D. City and City Manager have previously entered into Amendment No. 3 to the
Employment Agreement (“Amendment No. 3”), the same being effective February 21, 2023.
D. Pursuant to Section 5.2 of the Employment Agreement, City and City Manager
agreed to conduct an annual salary review concurrently with the City Manager’s annual
performance evaluation pursuant to Section 6.2 of the Employment Agreement.
E. On December 19, 2023 and January 16, 2024, City’s City Council undertook the
annual performance evaluation and the salary review required by the Section 5.2 of the
Employment Agreement during a lawfully convened closed session.
F. Based on that review, City’s City Council and City Manager now desire to further
amend the Employment Agreement, as amended, as follows:
AGREEMENT
1. The above recitals are incorporated by reference as if set forth in full herein.
2. Section 2.5 of the Employment Agreement, as amended, is further amended to read
as follows (deleted text is indicated in strikethrough & added text in bold & italics):
2.5 Term. The term of this Agreement shall be for three (3) five (5) years
commencing from and after the Effective Date, February 19, 2023
February 6, 2024, and ending at midnight Pacific standard time on
February 186, 2026 2029, unless termination of this Agreement is effected
as provided herein. The term of the Agreement may be extended by mutual
DocuSign Envelope ID: 40CC96C8-CF09-4CED-A4A9-7F0BDC9450C6
Resolution No. 2024-04
Exhibit A
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01203.0004/956180.2 2
agreement of the parties in the manner as provided in Section 13.0 of this
Agreement.”
3. Section 5.1 of the Employment Agreement, as amended, is further amended to read
as follows (deleted text is indicated in strikethrough & added text in bold & italics):
5.1 Annual Compensation. Effective February 19, 2023 for the pay
period upon approval, City agrees to compensate City Manager for his
services rendered hereunder at an annual salary of TWO HUNDRED
THIRTY-TWO THOUSAND EIGHT HUNDRED DOLLARS ($232,800)
TWO HUNDRED FIFTY FIVE THOUSAND DOLLARS ($255,000) 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.”
4. Section 5.1.1 of the Employment Agreement, as amended, is further amended to
read as follows (deleted text is indicated in strikethrough & added text in bold & italics):
5.1.1 Retention Payment. Pursuant to Amendment No. 3 to the
Employment Agreement, City hereby affords previously provided City
Manager a one-time retention payment of TEN THOUSAND FIVE
HUNDRED DOLLARS ($10,500) in recognition of his exemplary service
to City. Effective for the pay period upon approval, City shall provide City
Manager a one-time retention payment of FIVE THOUSAND DOLLARS
5,000.00) in recognition of his exemplary service to the City. Such
retention payment shall be paid directly to City Manager.”
5. Continuing Effect of Employment Agreement. Except as amended by this
Amendment No. 4, 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. 4, whenever
the term “Employment Agreement” appears in the Employment Agreement, it shall mean the
Employment Agreement, as amended by this Amendment No. 4, and previously amended by
Amendment No. 3, Amendment No. 2, and Amendment No. 1.
6. 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 or in Amendment No. 3, Amendment No. 2, and
Amendment No. 1. 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.
4, 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.
DocuSign Envelope ID: 40CC96C8-CF09-4CED-A4A9-7F0BDC9450C6
Resolution No. 2024-04
Exhibit A
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01203.0004/956180.2 3
City represents and warrants to City Manager that, as of the date of this Amendment No.
4, 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.
7. 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. 4.
8. Authority. The persons executing this Amendment No. 4 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. 4 on behalf of said party, (iii) by so executing this
Amendment No. 4, such party is formally bound to the provisions of this amendment, and (iv) the
entering into this Amendment No. 4 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. 4 on
the date and year written below.
CITY OF RANCHO PALOS VERDES
John Cruikshank, Mayor
Dated: ________________________
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
Elena Gerli, City Attorney
CITY MANAGER
Ara Michael Mihranian, AICP
Dated: ________________________
END OF SIGNATURES]
DocuSign Envelope ID: 40CC96C8-CF09-4CED-A4A9-7F0BDC9450C6
2/8/2024
2/8/2024
Resolution No. 2024-04
Exhibit A
Page 3 of 8
Certificate Of Completion
Envelope Id: 40CC96C8CF094CEDA4A97F0BDC9450C6 Status: Completed
Subject: Complete with DocuSign: Attachment A - Amendment No 4 to City Manager's Contract(956180.2) (003...
Source Envelope:
Document Pages: 3 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 0 Rudy Carbajal
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
rcarbajal@rpvca.gov
IP Address: 72. 34.97.146
Record Tracking
Status: Original
2/8/2024 12:08:23 PM
Holder: Rudy Carbajal
rcarbajal@rpvca.gov
Location: DocuSign
Signer Events Signature Timestamp
ARA MIHRANIAN
ARAM@RPVCA.GOV
City Manager
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 104.34.113.36
Sent: 2/8/2024 12:14:06 PM
Viewed: 2/8/2024 5:18:41 PM
Signed: 2/8/2024 5:22:55 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ELENA Q. GERLI
egerli@awattorneys.com
Security Level: Email, Account Authentication
None)
Signature Adoption: Pre-selected Style
Using IP Address: 50.112.162.3
Sent: 2/8/2024 12:14:07 PM
Viewed: 2/8/2024 12:23:25 PM
Signed: 2/8/2024 12:23:49 PM
Electronic Record and Signature Disclosure:
Accepted: 2/8/2024 12:23:25 PM
ID: 50b03a02-c629-42cd-a553-3320e924e10e
John Cruikshank
john.cruikshank@rpvca.gov
Mayor Pro Tem
Security Level: Email, Account Authentication
None)Signature Adoption: Pre-selected Style
Using IP Address: 172.119.57.203
Sent: 2/8/2024 12:14:08 PM
Viewed: 2/8/2024 5:07:16 PM
Signed: 2/8/2024 5:07:22 PM
Electronic Record and Signature Disclosure:
Accepted: 2/8/2024 5:07:16 PM
ID: e7922f4a-658b-4d0e-875c-351a9606b2b9
Teresa Takaoka
TERIT@RPVCA.GOV
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Signature Adoption: Drawn on Device
Using IP Address: 72.34.97.146
Sent: 2/8/2024 12:14:09 PM
Viewed: 2/8/2024 12:26:16 PM
Signed: 2/8/2024 12:26:30 PM
Electronic Record and Signature Disclosure:
Accepted: 2/8/2024 12:26:16 PM
ID: de48f72d-c13d-4a6c-bf2f-e2947309ee39
Resolution No. 2024-04
Exhibit A
Page 4 of 8
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
CITY CLERK'S OFFICE
CITYCLERK@RPVCA.GOV
Security Level: Email, Account Authentication
None)
Sent: 2/8/2024 12:14:07 PM
Viewed: 2/8/2024 12:26:43 PM
Electronic Record and Signature Disclosure:
Accepted: 2/1/2023 3:10:58 PM
ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d
VINA RAMOS
VRAMOS@RPVCA.GOV
Deputy Director of Finance
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
None)
Sent: 2/8/2024 12:14:08 PM
Viewed: 2/8/2024 10:23:00 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/8/2024 12:14:09 PM
Certified Delivered Security Checked 2/8/2024 12:26:16 PM
Signing Complete Security Checked 2/8/2024 12:26:30 PM
Completed Security Checked 2/8/2024 5:22:55 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Resolution No. 2024-04
Exhibit A
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
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Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM
Parties agreed to: ELENA Q. GERLI, John Cruikshank, Teresa Takaoka, CITY CLERK'S OFFICE
Resolution No. 2024-04
Exhibit A
Page 6 of 8
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Resolution No. 2024-04
Exhibit A
Page 7 of 8
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Resolution No. 2024-04
Exhibit A
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