HomeMy Public PortalAbout19-098 - Approving City Manager Employment AgreementRESOLUTION NO. 19-098
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON,
CALIFORNIA, APPROVING CITY MANAGER EMPLOYMENT AGREEMENT
WHEREAS, it is the desire of the City Council of the City of Carson (hereinafter the "City
Council") to employ an individual to serve in the at -will position of City Manager, which position is
prescribed by state law, the City's Charter, and the City's Municipal Code, and to retain her services as
Executive Director of the Successor Agency to the Dissolved Carson Redevelopment Agency, a public
body, corporate and politic, Executive Director to the Carson Housing Authority, a public body,
corporate and politic, and such other agencies of the City to which she may be appointed from time -to -
time; and
WHEREAS, California Government Code Section 34852 provides that an ordinance establishing a
city manager form of government shall define the powers and duties of the city manager; and
WHEREAS, the powers and duties of the city manager of the City are set forth in Charter Section
403 and Carson Municipal Code ("CMC") Section 2107; and
WHEREAS, pursuant to Charter Section 400, the City Council may appoint as City Manager "the
person that it believes to be best qualified on the basis of his or her executive and administrative
qualifications, with special reference to experience in, and knowledge of, accepted practices in respect
to the duties of the office[;]" and
WHEREAS, pursuant to CMC Section 2101, "[t]he permanent City Manager shall, at a minimum,
have the following qualifications: (a) [a] college degree in Public Administration or related field; and (b)
[f]ive (5) years' experience as a City Manager or Chief Executive Officer of a County, or equivalent
experience as determined by the City Council[;]" and
WHEREAS, Sharon Landers (hereinafter "Ms. Landers") satisfies the City's eligibility
requirements for the position of City Manager and has the required level of education, experience, skills
and expertise to serve as the city manager of the City; and
WHEREAS, based on Ms. Landers' executive and administrative qualifications and ability, the
City Council desires to employ her to serve as the at -will city manager for the City; and
WHEREAS, Ms. Landers desires to perform and assume responsibility for the provision of city
manager services to the City and its related agencies; and
WHEREAS, the parties wish to establish the terms and conditions of Ms. Landers' provision of
city manager professional services to the City and its related agencies through the agreement attached
hereto as Exhibit "A".
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON DOES HEREBY FIND,
DETERMINE, AND RESOLVE AS FOLLOWS:
SECTION 1. The foregoing recitals are true and correct, and are incorporated herein by
reference as though set forth in full.
RESOLUTION NO. 19-098
Page 1 of 27
SECTION 2. The City Manager Employment Agreement between the City of Carson and Sharon
Landers attached hereto as Exhibit "A" is hereby approved. The Mayor is authorized to execute this
agreement on behalf of the City.
SECTION 3. This resolution shall be effective immediately upon its adoption.
SECTION 4. The City Clerk shall certify to the passage and adoption of this resolution and
enter it into the book of original Resolutions.
PASSED, APPROVED and ADOPTED this 7th day of May, 2019.
(Signatures on Following Page]
RESOLUTION NO. 19-098
Page 2 of 27
APPROVED AS TO FORM:
;Bv Sunny K. Soltani, City Attorney
—�W.04 av'dft' C�/0*7
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF CARSON j
CITY OF CARSON:
ATTEST:
Donesia Gauss-Aldana, MMC, City Clerk
1, Donesia Gause-Aldana, City Clerk of the City of Carson, California, hereby attest to and certify that the
foregoing resolution, being Resolution No. 19-098, adopted by the City of Carson City Council at its
meeting held on May 7, 2019, by the following vote:
AYES: COUNCIL MEMBERS: Robles, Hicks, Davis—Holmes, Hilton, Dear
NOES: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
Donesia Gause-Aldan , MMC, City Clerk
RESOLUTION NO. 19-098
Page 3 of 27
CITY OF CARSON
CITY MANAGER
EMPLOYMENT AGREEMENT
This CITY MANAGER EMPLOYMENT AGREEMENT ("Agreement") is entered into and
made effective the 8`h day of May 2019, by and between the CITY OF CARSON, a charter city and
municipal corporation ("City") and Sharon Landers, an individual ("Employee").
RECITALS
WHEREAS, it is the desire of the City Council of the City of Carson (hereinafter the "City
Council") to employ an individual to serve in the at -will position of City Manager, which position is
prescribed by state law and the City's Municipal Code, and to retain her services as Executive
Director of the Successor Agency to the Dissolved Carson Redevelopment Agency, a public body,
corporate and politic, Executive Director to the Carson Housing Authority, a public body, corporate
and politic, and such other agencies of the City to which she may be appointed from time -to -time;
and
WHEREAS, California Government Code Section 34852 provides that an ordinance
establishing a city manager form of government shall define the powers and duties of the city
manager; and
WHEREAS, the powers and duties of the city manager of the City are set forth Carson
Municipal Code ("CMC") Section 2107; and
WHEREAS, pursuant to CMC Section 2101, "[t]he permanent City Manager shall, at a
minimum, have the following qualifications: (a) [a] college degree in Public Administration or
related field; and (b) [f]ive (5) years' experience as a City Manager or Chief Executive Officer of a
County, or equivalent experience as determined by the City Council[;]" and
WHEREAS, Employee satisfies the CMC Section 2101 eligibility requirements for the
position of City Manager and has the required level of education, experience, skills and expertise to
serve as the city manager of the City; and
WHEREAS, based on Employee's executive and administrative qualifications and ability,
the City Council desires to employ Employee to serve as the at -will city manager for the City; and
WHEREAS, Employee desires to perform and assume responsibility forthe provision of city
manager services to the City and its related agencies; and
WHEREAS, the parties wish to establish the terms and conditions of Employee's provision
of city manager professional services to the City and its related agencies through this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the City
and Employee hereby agree as follows;
01007 0004/547051 10
RESOLUTION NO. 19-098 (Exhibit A)
Page 4 of 27
AGREEMENT
1E.0 EMPLOYMENT & DUTIES
1.1 Duties. City hereby employs Employee as city manager for the City to
perform the functions and duties of the city manager, as specified in the job description attached
hereto as Exhibit "A," the 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 the City
Council shall, from time -to -time, direct or assign. Employee shall devote her best efforts and fulI-
time attention to performance of these duties.
1.2 Work Schedule. The Employee is expected to engage in hours of work
outside the normal office hours that are necessary to fulfill the obligations of the position and to
carry out the business of the City. Employee acknowledges that, to the extent practical, her work
schedule will generally observe normal business hours, as set by the City and may be duly revised
from time -to -time (currently 7:00 a.m. to 6:00 p.m., Monday through Thursday). Notwithstanding
the foregoing, the City will permit Employee such reasonable "time off' as is customary for exempt
employees of the City, so long as the time off does not interfere with normal business. Employee's
compensation (whether salary or benefits or other allowances) is not based on hours worked, and
Employee shall not be entitled to any compensation for overtime.
1.3 Other Activities. Employee shall focus her professional time, ability, and
attention to City business during the term of this Agreement. Employee shall not engage, without
the express prior written consent of the City Council, in any other business duties or pursuits
whatsoever, or directly or indirectly render any services of business, commercial, or professional
nature to any other person or organization, whether for compensation or otherwise, that is or may be
competitive with the City, that might cause a conflict-of-interest with the City, or that otherwise
might interfere with the business or operation of the City or the satisfactory performance of the
functions and duties of city manager.
1.4 Employment Status. Upon appointment to the city manager position,
Employee shall serve at the will and pleasure of the City Council and understands that she shall be
an "at -will" employee without recourse to bumping or other demotion rights and shall be subject to
dismissal without any right of notice or hearing except as expressly provided in this Agreement,
including any so-called due process pre -disciplinary "Skelly" hearing. The City may terminate
Employee at any time in accordance with Section 3.4 below.
1.5 City Documents. All data, studies, reports and other documents prepared by
Employee while performing her duties during the term of this Agreement shall be furnished to and
become the property of the City, without restriction or limitation on their use. All ideas,
memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input
record data, written information, and other materials either created by or provided to Employee in
connection with the performance of this Agreement shall be held confidential by Employee to the
extent permitted by applicable law, except as may be required by any governmental agency or court
of competent jurisdiction. Such materials shall not be used by Employee, without the prior written
consent of the City Council, for any purposes other than the performance of her duties. Additionally,
no such materials may be disclosed to any person or entity not connected with the performance of
2
W0070041547051 10
RESOLUTION NO. 19-098 (Exhibit A)
Page 5 of 27
Q
services under this Agreement, except as required by (a) law, (b) any governmental agency, (c)
subpoena, or (d) an order issued by a court of competent jurisdiction.
1.6 Exclusion from Competitive Service. Employee understands, acknowledges
and agrees that she is exempt from the City's personnel system pursuant to Carson Municipal Code
§2903(g) and Article 1, Section 4 of the Resolution No. 18-170, entitled "A Resolution of the City
Council of the City of Carson, California Establishing the Salary and Benefits for Unclassified
Management Employees Effective July 4,2018" (hereinafter "Unclassified Management Employees
Benefits Resolution").
1.7 FLSA Exempt Status. Employee agrees that her position is that of an
overtime exempt employee for the purposes of the Fair Labor Standards Act.
1.8 Emnloyment Contingent Upon Successful Completion of Pre -Employment
Screening. Employee's appointment to the position of City Manager shall be contingent upon
Employee successfully passing the City's pre-employment screening process, including a LiveScan
and medical examination. In the event that Employee does not successfully complete any of the pre-
employment screening measures, then this Agreement shall be null and void in its entirety with no
severance payment owing.
2.0 COMPENSATION AND REIMBURSEMENT
2.1 Salary. For the services rendered pursuant to this Agreement, Employee's
initial base salary shall be Two Hundred Sixty Five Thousand Dollars and No Cents ($265,000.00)
annually ("Salary"), which shall be paid on a pro -rated basis bi-weekly at the same time as other
employees of the City are paid. Employee shall receive a guaranteed 3% cost of living adjustment
("COLA") increase to her then -current Salary effective the first full pay period following the first,
second and third annual anniversary of the Effective Date of this Agreement. Such Salary shall be
adjusted for payroll taxes, workers' compensation, and other payroll -related liability costs.
2.2 Annual Compensation Review. The City Council and Employee agree to
conduct an annual compensation review concurrently with the annual performance evaluation set
forth in Section 5.2. Following the annual performance review, the City may increase the
Employee's Salary beyond the guaranteed 3% COLA referenced in Section 2.1 and any additional
compensation, but reserves the right to defer all or part of any additional Salary and other
compensation adjustment otherwise recommended during the annual review if the fiscal state of the
City warrants such an action. However, the guaranteed 3% Salary cost of living adjustment increase
provided for in Section 2.I may not be deferred in part or in total Any action to approve an
additional Salary or other compensation increase beyond the guaranteed COLA must be approved by
a majority vote of the Council at a public meeting and adopted by contract amendment implemented
by means of a resolution. Should the Unclassified Management Employees Benefits Resolution
provide greater benefits than provided in this Agreement, City Council and City Manager agree to
discuss during the annual compensation review increasing the benefit provided hereunder to match
or exceed that provided under the Unclassified Management Employees Benefits Resolution.
0100700[M/547051 14
RESOLUTION NO. 19-098 (Exhibit A)
Page 6 of 27 If
"�_liAR131
3.1 Commencement & Effective Date. Employee shall commence her services
hereunder at 12:01 a.m. Pacific daylight savings time on May 8, 2019, which will be deemed the
effective date of this Agreement ("Effective Date").
3.2 Term. This Agreement shall remain in effect from the Effective Date
specified at Section 3.1 until this Agreement is terminated pursuant to Section 3.3 or Section 3.4.
3.3 Termination by Employee. Employee may resign at any time by giving the
City Council at least thirty (30) days' advance written notice; provided, however, that notice shall
not be required in the event employee resigns pursuant to a request for resignation by the City
Council. In the event Employee resigns on her own volition, Employee expressly agrees that she
shall not be entitled to any severance pay; however, if the Employee resigns at the request of the City
Council, Employee will be entitled to severance pay as specified in this Agreement.
3.4 Termination by City. Upon appointment to the city manager position,
Employee remains an at -will employee serving at the pleasure of the City Council. The City Council
may terminate the City Manager's appointment and remove the City Manager at any time with or
without cause, by providing written notice of the reason(s). The City Council's right to terminate the
Employee's appointment pursuant to this Section 3.4 shall not be subject to or in any way limited by
the City's Personnel Rules or past City practices related to the employment, discipline or termination
of the City's employees. Employee expressly waives any rights provided for the city manager under
the City's Personnel Rules, Municipal Code, or under other state or federal law to any other form of
pre- or post -termination hearing, appeal, or other administrative process pertaining to termination.
Nothing herein, however, shall be construed to create a property interest, where one does not exist by
rule of law, in the position of city manager.
(a) Termination by City for Cause. The City may terminate the Employee's
appointment for cause at any time by providing notice pursuant to Carson Municipal Code Section
2104, which requires at least thirty (30) days before such removal shall become effective, the City
Council shall by a three (3) member vote of its members adopt a preliminary resolution stating the
termination is for cause and the facts and grounds constituting such cause for her removal. By the
preliminary resolution, the Council may suspend Employee from duty, but shall in any case cause to
be paid to her forthwith any unpaid balance of her monthly salary and benefits and her monthly
salary and benefits shall continue to be paid for the next one (1) calendar month following adoption
of the preliminary resolution. The term "cause" shall be defined to include any misconduct
materially related to performance of official duties, including but not be limited to any of the
following: 1) breach of this Agreement, 2) willful or persistent material breach of duties, 3) resume
fraud or other acts of material dishonesty, 4) repeated and protracted unauthorized absence or leave,
5) conviction of a misdemeanor involving moral turpitude (i.e., offenses contrary to justice, honesty,
or morality) or conviction of felony under California law that adversely affects the reputation of
the Employee or the City, 6) violation of the City's anti -harassment policies and/or a finding that
legally prohibited personal acts of harassment against a City official or employee or legally
prohibited personal acts of discrimination against a City official or employee has occurred, 7) a
material violation of the City's Charter, Municipal Code, Ordinances, Rules, and Regulations,
including but not limited to the City's Personnel Rules, 8) use or possession of illegal drugs, 9)
4
010070DD4/547D53 ID
RESOLUTION NO. 19-098 (Exhibit A)
Page 7 of 27
engaging in conduct tending to bring embarrassment or disrepute to the City, 10) any illegal or
unethical act involving personal gain, 1 l) a pattern of repeated, willful and intentional failure to
carry out materially significant and legally constituted direction or policy decisions of the City
Council, 12) gross misfeasance or gross malfeasance, 13) "abuse of office or position" as defined in
Government Code §53243.4 (i.e., waste, fraud, and violation of the law under color ofauthority and
crimes against public justice, including crimes involving bribery and corruption), and 14) any similar
cause. For any of the foregoing, the City may, in its discretion, place Employee on paid or unpaid
administrative leave until resolution. If the City terminates for cause this Agreement and the
services of Employee hereunder, then the City shall have no obligation to pay severance.
(b) Termination by City Council Without Cause. By providing Employee at least
thirty (30) days' prior written notice thereof, the City Council may terminate the Employee's
appointment without cause but rather based upon management reasons such as implementing the
City's goals or policies, including but not limited to: (i) change of administration, or (ii)
incompatibility of management styles. In the event Employee's appointment is terminated without
cause, Employee and the City agree that such severance pay shall be as specified in Section 4.1 of
the Agreement. Pursuant to Carson Municipal Code Section 2104, at least thirty (30) days before
such removal shall become effective, the City Council shall by a three (3) member vote of its
members adopt a preliminary resolution stating the reasons for her removal. By the preliminary
resolution, the Council may suspend Employee from duty, but shall in any case cause to be paid to
her forthwith any unpaid balance of her monthly salary and benefits and her monthly salary and
benefits shall continue to be paid for the next one (1) calendar month following adoption of the
preliminary resolution.
(c) Change in Council Membership. Notwithstanding any provision of this
Agreement, the City shall comply with Section 404 of the City Charter and Section 2105 of the
Carson Municipal Code. Accordingly, unless for cause, the Employee shal I not be removed from
office by action taken by the City Council during the period of ninety (90) days following any
municipal election at which a member of the City Council is elected. At any other time Employee
may be removed only at a regular meeting of the City Council and upon a majority vote of the City
Council.
4.0 SEVERANCE
4.1 Severance Pay. In the event that within two (2) years of the Effective Date
Employee's appointment is terminated without cause and Employee does not challenge such
termination, including but not limited to by means of appeal or civil or administrative claim, then
City shall pay to Employee 12 months base salary as severance in an amount equal to her monthly
base salary (as defined in Section 2 above, calculated on a per diem basis) then in effect multiplied
by twelve (12), less applicable deductions and excluding deferred compensation or the value of any
other benefits. if Employee is terminated without cause after two (2) years of the Effective Date and
does not challenge such termination, including but not limited to by means of appeal or civil or
administrative claim, then City shall pay to Employee 9 month's base salary as severance in an
amount equal to her monthly base salary (as defined in Section 2 above, calculated on a per diem
basis) then in effect multiplied by nine (9), less applicable deductions and excluding deferred
compensation or the value of any other benefits. These severance payments are in compliance with
California Government Code section 53260.
10I007OOO4/547051 10
RESOLUTION NO. 19-098 (Exhibit A)
Page 8 of 27
4.2 No Severance Pay if Termination for Cause or Initiated by Employee. As
provided in Section 3.4(a), should Employee's employment be terminated for cause, the City shall
have no obligation to pay the severance provided for in Section 4.1 above. As provided in Section
3.3, should Employee resign her position, the City shall have no obligation to pay the severance
provided for in Section 4.1 above, unless such resignation was at the request of the City Council.
4.3 Sole Riahts. The severance rights provided in this Section 4.0 shall constitute
the sole and only entitlement of Employee with respect to severance pay in the event of the
termination, other than for cause. Employee expressly waives any and all other rights with respect to
severance pay except as provided herein. Any and all severance rights are conditioned upon and in
consideration for execution of the standard "Agreement of Separation, Severance, and General
Release" attached hereto in form only as Exhibit "C."
5.0 PERFORMANCE EVALUATIONS
5.1 Purpose. The performance review and evaluation process set forth herein is
intended to provide review and feedback to Employee so as to facilitate a more effective
management of the City. Nothing herein shall be deemed to alter or change the employment status
of Employee (as set forth in Section 1.4 above), nor shall this Section 5.0 be construed as requiring
"cause" to terminate this Agreement, or the services of Employee hereunder.
5.2 Annual Evaluation. The City and Manager acknowledge that periodic
performance evaluations are an important means by which the City Council and the City Manager
may ensure effective communications regarding expectations and performance. Toward this end, the
City Council shall review and evaluate the performance of Employee annually within thirty (30)
days after each anniversary of the Effective Date. In addition, Employee shall submit for the City
Council's consideration, no Iater than December l of each year of the term of this Agreement,
Employee's proposed annual performance goals and objectives and incorporate the City Council's
suggestions. Such review and evaluation shall be conducted concurrently with an annual salary
review, and in accordance with the purpose noted in Section 5.1 above. Employee endeavors to
submit goals and objectives and receive the City Council suggestions within the first 3 months so
they can guide the remainder of the year. Employee would be receptive to having an external
facilitator guide the City Council through the City Manager performance evaluation process. The
City Council and City Manager may mutually agree to use a "facilitator" to support the process. The
facilitator will be selected by the City Manager and approved by the City Council. All fees and
expenses for a facilitator shall be paid by the City. The review and evaluation shall be private and
confidential, and the results shall be summarized and discussed in closed session, to the extent
permitted by law, or through some other mutually acceptable closed format. The parties agree that
the primary purposes of such evaluation are to facilitate open and frank discussion, define roles and
expectations, identify performance strengths and weaknesses, and to provide an opportunity for
Employee to take affirmative action to address weaknesses and areas needing improvement.
5.3 Written Summary. The City Council may, at its sole discretion, elect to
provide a written summary of each performance evaluation to Employee within two (2) weeks
following the conclusion of the review and evaluation process, and may, at its discretion, schedule at
least one (1) closed personnel session with Employee to deliver and discuss the evaluation.
01007 0DO41547051 10
RESOLUTION NO. 19-098 (Exhibit A)
Page 9 of 27 1
6.0 BENEFITS
6.1 Automobile Allowance. The City shall reimburse Employee for the use of her
personal automobile for official City business at the rate of Six Hundred Dollars ($600.00) per
month. City will also reimburse Employee for all parking fees incurred on City business under the
same terms and conditions applicable to classified City employees. The car allowance and parking
expense reimbursements authorized by this Section shall constitute full compensation for any and all
expenses related to the operation and maintenance of Employee's vehicle for City purposes.
Employee shall maintain throughout the term of this Agreement automobile liability insurance in an
amount not less than One Million Dollars ($1,000,000.00) for bodily injuries or death of one person
and Fifty Thousand Dollars ($50,000.00) for property damage arising from one accident. Employee
shall provide City with evidence of such automobile liability insurance coverage, to consist of a
certificate of insurance or a copy of the insurance policy. City shall reimburse Employee for the
additional costs incurred by Employee in raising her personal automobile insurance limits to meet
the requirements of this Section.
6.2 Health. Dental and Vision Insurance. The City shall provide to Employee the
same group medical, dental, and vision insurance plans offered to Unclassified Management
Employees pursuant to the Unclassified Management Employees Benefits Resolution, as it may be
amended from time to time.
6.3 PERS. Employee is a "classic" member of CaIPERS and shall participate in
the City's 2%at 55 formula. Such formula is subject to the following C91PERS contract provisions:
(i) average monthly pay rate and special compensation for highest twelve (12) consecutive months;
(ii) military service credit as public service; (iii) fourth level of 1959 Survivors Program; (iv) two
years additional service credit; (v) ability for Employee to participate in the part time service credit
purchase program, but solely at her own cost; and (vi) Pre -Retirement Option 2W Death Benefit
improved non -industrial disability allowance. The City shall pay the full employer CalPERS
contribution. The employee contribution of 7% shall be paid by Employee.
6.4 Deferred Compensation. City agrees that Employee may, at her sole cost and
expense, participate in City's Deferred Compensation Program. City further agrees that it shall match
Employee's contributions, if any, into City's Deferred Compensation Plan on a dollar -for -dollar
basis, up to a maximum of Six Thousand Dollars ($6,000.00) per year as allowed by state law.
6.5 Vacation Leave. Employee shall accrue vacation leave in accordance with the
formula below, with an accrual cap of six hundred (600) hours, after which accruals shall cease until
total accrued vacation leave drops below the 600 hour accrual cap.
Years of service
Hours accrued per month or
major portion thereof
Appointment throw 10`h ear
10 hours
Commencement of 11 L' year and thereafter
13.33 hours
7
01047 0004ZS47051 to
RESOLUTION NO. 19-098 (Exhibit A)
Page 10 of 27
Additionally, upon the twentieth (20th) anniversary date of the Effective Date of this
Agreement, Employee will be credited with an additional ten (10) hours of vacation leave. Upon the
twenty-first (21st) anniversary date of the Effective Date of this Agreement, Employee will be
credited with an additional ten (10) hours of vacation leave. Upon the twenty-second (22nd)
anniversary date of the Effective Date of this Agreement, Employee will be credited with an
additional ten (10) hours of vacation leave. Upon the twenty-third (23rd) anniversary date of the
Effective Date of this Agreement and each anniversary date thereafter, Employee will be credited
with an additional ten (10) hours of vacation leave.
Employee shall not be credited with vacation leave during leaves of absence without pay
exceeding eighty (80) working hours in any calendar month. Employee shall not use less than one
(1) hour of vacation leave at any one time. Vacation leave must be used and deducted from accruals
on an hour by hour basis for time missed from normal work hours which for purposes of this section
are deemed to be normal City operating hours. Employee may use vacation leave only after
completing her initial sixty (60) days of service.
6.6 Sick Leave. Employee shall accrue sick leave at (berate often (10) hours of
sick leave for each month of service or major portion thereof. Sick leave shall not be credited for
leaves of absence without pay exceeding eighty (80) working hours in any calendar month.
Employee may accrue a maximum of one thousand forty (1,040) hours of sick leave hours. Sick
leave must be used and deducted from accruals on an hour by hour basis for time missed from
normal work hours which for purposes of this section are deemed to be normal City operating hours.
Employee may use accrued sick leave only after completing her initial month of service.
Employee shall be credited with thirty (30) days of sick leave (equal to 300 hours [30 days x
10 hours per day]) as of the Effective Date of this Agreement. This sick leave shall be considered to
be loaned to Employee and the Employee shall not accrue additional sick leave for a thirty (30)
month period.
Upon separation from the City service for whatever reason, Employee shall be compensated
for one-half (112) of the value of accrued sick leave up to the maximum of one thousand forty
(1,040) hours, provided however, that Employee shall not be eligible for compensation forany sick
leave loaned to Employee by the City which Employee would not have otherwise accrued.
6.7 Holidays. Employee shall be entitled to the holidays listed in this section
below, subject to the same terms and conditions applicable to Unrepresented Management Employee
in the Unrepresented Management Employees Benefits Resolution. In the event the Unrepresented
Management Employees Benefits Resolution is amended, then Employee shall be entitled to such
holidays as provided to Unclassified Management Employees.
I .
January 1
New Year's Da
2.
Third Monday in January
Martin Luther King Jr. Da
3.
Janua 30
Fred T. Korematsu Da
4.
Third MondaX in February
President's Da
5.
March 8
International Women's/Rosa Parks
Da
6.
March 31
Cesar Chavez Day I
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RESOLUTION NO. 19-098 (Exhibit A)
Page 11 of 27
7.
Last Monda in MaX
Memorial Da
8.
July 4
Independence Da
9.
First Monday in September
Labor Da
10.
October 25
Larry D. Itliong Day
H.
November 11
Veteran's Da
12.
Fourth ThursdaX in November
Thanksgiving Da
13.
December 25
Christmas
Three (3) floating holidays (30 hours
Every day proclaimed by the President, Governor, or Mayor of the City as
a public holida
Employee shall not use less than one (1) hour of floating holiday leave at any one time.
Floating holiday leave must be used and deducted from accruals on an hour by hour basis for time
missed from normal work hours which for purposes of this section are deemed to be normal City
operating hours. Employee is encouraged to use floating holiday leave during the fiscal year.
However, holiday leave shall be converted to vacation leave if not used by the end of the fiscal year.
The City shall compensate Employee for any floating holiday leave not taken for floating holidays
occurring prior to her date of separation.
6.8 Administrative Leave. Employee shall accrue administrative leave as time off
from work, instead of pay or compensatory leave credit for overtime work, at the rate of 8.33 hours
per month or major portion thereof. Employee shall not accrue more than 100 hours of
administrative leave. Employee shall not use less than one (1) hour of administrative leave at any
one time. Administrative leave must be used and deducted from accruals on an hour by hour basis
for time missed from normal work hours which for purposes of this section are deemed to be normal
City operating hours. Upon Employee's separation from City service for any reason, the City shall
compensate Employee for any accrued administrative leave. The value of accrued administrative
leave shall be calculated using Employee's prevailing pay rate on the date of Employee's separation
from City service.
6.9 Leave Redemption. Employee may redeem any accumulated leave each fiscal
year up to a combined total of 100 hours. Sick leave shall be redeemable at a rate of one (1) hour of
pay for each two (2) hours of sick leave redeemed, subject to Section 6.6. All other types of leave
shall be redeemed at a rate of one (l) hour of pay for each one (l) hour of leave redeemed.
6.10 Jury Duty. Paid leave for jury service shall be limited to ten (10) working
days in any one calendar year.
6.11 Short and Long; Term Disability Insurance. The City shall provide to
Employee the same short and long term disability insurance benefits offered to Unclassified
Management Employees pursuant to the Unclassified Management Employees Benefits Resolution,
as it may be amended from time to time.
6.12 Life Insurance. The City shall provide Employee with term life insurance
coverage of not less than Two Hundred Thousand Dollars ($200,000.00), with no cash surrender
value to Employee, after an evidence of insurability (EQI) form is submitted and approved by the
City's life insurance carrier. Employee shall control the naming of any beneficiaries of the policy. If
9
01007.00041547051 10
RESOLUTION NO. 19-098 (Exhibit A)
Page 12 of 27
the EO1 form is not submitted, the maximum coverage amount shall be One Hundred Ten Thousand
Dol lars ($110,000.00), subject to any age reduction schedules mandated by the insurance company.
6.13 Use of Veterans Park Sports Complex. Employee and her family shall be
entitled to use all facilities and programs at Veterans Sports Complex at the following rates:
Employee-- $100.00 per year
Employee and family -- $150.00 per year
In the event Employee renews her membership, she shall receive the same percentage
discount on the above prices as the general public receives at the time of renewal. For purposes of
this section, family shall mean those family members eligible for coverage under the CalPERS
health insurance plan provided by the City.
6.14 Service Organization Membership. The City shall pay up to Three Hundred
and Fifty Dollars ($350.00) for Employee toward the annual membership fee for one service
organization or non-profit board based in the City. The membership fee notice must be provided by
the organization to the City.
6.15 Cellular Telephone/ Blackberry Allowance. Employee shall be provided a
monthly cellular telephone/ blackberry allowance of Seventy Five Dollars ($75.00) for
reimbursement for the costs associated with the use of her personal cellular telephone/ blackberry
service for business purposes. The City shall not be liable for any expenses beyond such allowance.
The cellular telephone/ blackberry allowance provided pursuant to this Section shall be subject to the
requirements of SMP 6.50, entitled "Cellular Telephone/ Blackberry Allowance for Elected Officials
& Unclassified Employees," and Employee shall be subject to the terms and conditions of SMP 6.50.
6.16 Except as specifically provided herein, Employee shall be entitled to the
benefits provided to Unclassified Management Employees pursuant to the Unclassified Management
Employees Benefits Resolution, and subject to the terms and conditions provided therein.
7.0 PROFESSIONAL DEVELOPMENT
7.1 Professional Develoument Pay. Within the first quarter of each fiscal year,
Employee shall be provided the sum of Eight Hundred Dollars ($800.00) for reimbursement in
anticipation of expenditures for professional development. Such expenditures may include: costs
incurred for jab -related classes or seminars not paid for by the City; computer equipment and job-
related software; books, reference publications or other educational materials; membership or
association fees; or any other expenses which promote Employee's professional development and
promote the best interests of the City.
7.2 Membership. The City encourages Employee's continued professional
development and shall provide payment of appropriate related costs for such activities, including
membership in relevant professional organizations, as approved by the City Council.
7.3 Out -of -Town Meetines & Seminars. The City agrees to reimburse Employee
the actual cost for registration, travel, lodging, meals, and other expenses incurred by Employee
10
01007 00041547051 10
RESOLUTION NO. 19-098 (Exhibit A)
Page 13 of 27
19
while attending overnight, out-of-town meetings or seminars related to her employment with the
City, in accordance with the City's policies for expense reimbursement. Moreover, to be eligible
Employee must have budgeted funds available for same; provided, however, that the City Council
may, in its sole discretion, approve such unbudgeted expenditures if it deems it in the best interests
of the City.
7.4 Local Meetings & Seminars. The City agrees to reimburse Employee the
actual cost of registration, meals, and other expenses necessarily incurred while in attendance at
local meetings or seminars related to her employment with City in accordance with the City's
policies for expense reimbursement.
7.5 Incidental Expenses. The City agrees to reimburse Employee the actual cost
of those incidental expenses necessarily incurred by Employee while engaged in the business of the
City upon the presentation of an appropriate receipt therefor, in accordance with the City's policies
for expense reimbursement.
8.0 BONDS AND INDEMNIFICATION
8.1 Indemnification. To the extent mandated by the California Government Code,
the City shall defend, hold harmless, and indemnify Employee against any tort, professional liability,
claim or demand, or other legal action arising out of an alleged act or omission occurring in the
performance of Employee's services under this Agreement. This section shall not apply to any
intentional tort or crime committed by Employee, to any action outside the course and scope of the
services provided by Employee under this Agreement, or any other intentional or malicious conduct
or gross negligence of Employee.
8.2 Bonds. City shall bear the full cost of any fidelity or other bonds, which may
be required in the performance of Employee's services under this Agreement.
9.1 Entire Agreement. This Agreement represents the entire agreement between
the parties and supersedes any and all other agreements, either oral or in writing, between the parties
with respect to Employee's employment by the City and contains all of the covenants and
agreements between the parties with respect to such 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 or promises not contained in this Agreement shall be
valid or binding upon either party.
9.2 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing, which amendment shall require City Council
approval.
9.3 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:
41067 000.11547051 W
RESOLUTION NO. 19-098 (Exhibit A)
Page 14 of 27
To City:
City of Carson
Attention: City Clerk
701 East Carson Street
Carson, California 90745
To Employee:
[On file with Human Resources Dept.]
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.
9.4 Conflicts Prohibited. During the term of this Agreement, Employee shall not
engage in any business or transaction or maintain a financial interest which conflicts, or reasonably
might be expected to conflict, with the proper discharge of Employee's duties underthis Agreement.
Employee shall comply with all requirements of law, including but not limited to, Sections 87100 et
mg, Section 1090 and Section 1125 of the Government Code, and all other similar statutory and
administrative rules.
9.5 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 power
for all or any other times.
9.6 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.
9.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, which are in full force and effect as of the date of
execution and delivery by each party hereto.
9.8 Mandatory Government Cade Provisions. Government Code §§ 53243 -
53243.4 require that contracts between local agencies and its employees include provisions requiring
an employee who is convicted of a crime involving an abuse of her office or position to provide
reimbursement to the local agency for the following forms of payment: (i) paid leave salary; (ii)
criminal defense costs; (iii) cash settlement payments; and (iv) any non -contractual settlement
payments. Accordingly, the Parties agree that it is their mutual intent to fully comply with these
Government Code sections and all other applicable law as it exists as of the date of execution of this
Agreement and as such laws may be amended from time to time thereafter. Specifically, the
following Government Code sections are called out and hereby incorporated by this Agreement:
§53243. Reimbursement of paid leave salary required upon conviction of crime
involving office or position.
§53243.1. Reimbursement of legal criminal defense upon conviction of crime
involving office or position.
12
01007 00041547051 10
RESOLUTION NO. 19-098 (Exhibit A)
Page 15 of 27
k13
§53243.2. Reimbursement of cash settlement upon conviction of crime involving
office or position.
§53243.3. Reimbursement of noncontractual payments upon conviction or crime
involving office or position.
§53243.4. "Abuse of office or position" defined.
Employee represents that Employee has reviewed, is familiar with, and agrees to comply
fully with each of these provisions if any of these provisions are applicable to Employee, including
that Employee agrees that any cash settlement or severance related to a termination that Employee
may receive from the City shall be fully reimbursed to the local agency if Employee is convicted ora
crime involving an abuse of Employee's office or position. The Government Code provisions
referenced in this section are attached hereto in Exhibit "B."
9.9 Indevendent Leval Advice. The City and Employee represent and warrant to
each other that each has received legal advice from independent and separate legal counsel with
respect to the legal effect of this Agreement, and the City and Employee 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.
IN WITNESS WHEREOF, the City of Carson 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 Employee has signed and executed this Agreement, all in triplicate.
ATTEST:
Donesia Gause-Aldana, City Clerk
APPROVED AS TO FORM:
Sunny K. Soltani, City Attorney
01007 0DD4/547051.10
[a]Iwas] ;a 90tR1a1u
Albert Robles, Mayor
EMPLOYEE
Sharon Landers, City Manager
13
RESOLUTION NO. 19-098 (Exhibit A)
Page 16 of 27 19 L)
EXHIBIT "A"
CITY MANAGER JOB DESCRIPTION
CITY OF CARSON
Title: CITY MANAGER
Job Summa :
Under the direction of the City Council, serve as Chief Administrative Officer of the City of Carson
and direct the operations of all departments within compliance with policies established by the City
Council within limits of the City Charter and State and federal laws.
Essential Duties and Responsibilities:
(These functions are representative and may not be present in all positions in the class. Management
reserves the right to add, modify, change or rescind related duties and work assignments.)
I . Plan the future welfare of the City and departmental activities and organizations.
2. Meet with the City Council and individual Council members to discuss the conditions and
needs of the City; prepare reports, recommendations or respond as needed or as requested by
the Council.
3. Meet with departmental directors and staff to review, plan and discuss policies, programs,
strategies and issues of concern.
4. Submit to the City Council the budget document and annual budget message; guide and
review annual budget preparation; control expenditures as required.
S. Confer with other governmental officials to resolve problems, coordinate efforts and to
exchange information as related to the City.
6. Confer with or address the business community, citizens and others to discuss City needs and
related problems and issues; provide information and assistance to civic organizations
dealing with specific problems affecting the City's welfare.
7. Coordinate the activities of the City government with contracted agencies not under the
direct supervision of the City Manager.
8. Evaluate and direct the work of subordinate staff; participate in selection of department
directors; review and approve disciplinary action and termination as appropriate.
9. Perform related duties as required.
Qualification Guidelines:
A typical way to obtain the requisite qualifications to perform the duties of this class is as follows:
Education and Experience:
Graduation from an accredited four-year college or university with major course work in public
administration, business administration or related Field or equivalent. Five years increasingly
responsible administrative experience in the planning, coordinating and financing of municipality.
U 1007 0001!547051 10 A-1
RESOLUTION NO. 19-098 (Exhibit A)
Page 17 of 27
Knowledee of:
+ City charter provisions governing the management of City activities and services.
• Principles and practices of public administration.
• Management theory and practice.
• City organization, operations, policies and objectives.
• Community and public relations.
• Applicable City ordinances.
• Budget preparation and management.
• Principles and practices of administration, supervision and training.
+ Applicable laws, codes, regulations, policies and procedures.
• Principles and techniques of Public Speaking and Public Relations.
Skill and Ability to:
• Administer City operations in accordance with the City Charter and established policies of
the City Council.
• Assure that City program objectives are met.
• Plan and administer a balanced budget.
• Plan, direct and coordinate City departments and programs.
• Maintain effective community and public relations.
• Communicate effectively both orally and in writing.
• Read, interpret, apply and explain codes, rules, regulations, policies and procedures.
• Prepare and review reports and budgets.
• Establish and maintain cooperative and effective working relationships with others.
• Attend, chair and provide leadership to various meetings and committees.
• Meet schedules and time lines.
• Plan and organize work.
• Direct and evaluate the work of others.
■ Present ideas and concepts persuasively in speaking before groups.
■ Review and approve official documents according to established guidelines and limits.
• Analyze situations accurately and adopt an effective course of action.
Physical Rectnirements and Working Conditions:
Employee accommodations for physical or mental disabilities will be considered on a case-by-case
basis. Positions in this class normally:
• Perform work that is primarily sedentary.
• Is subject to inside environmental conditions.
• May be required to attend periodic evening meetings and/or to travel within and out of City
limits/boundaries to attend meetings.
4 + May be required to work evenings or weekends.
01007 0004/547051 10 A-2
RESOLUTION NO. 19-098 (Exhibit A)
Page 18 of 27
n
EXHIBIT "B"
GOVERNMENT CODE SECTION 53243-53243.4
53243. On or after January 1, 2012, any contract executed or renewed between a local agency and an
officer or employee of a local agency that provides paid leave salary offered by the local agency to
the officer or employee pending an investigation shall require that any salary provided for that
purpose be fully reimbursed if the officer or employee is convicted of a crime involving an abuse of
his or her office or position.
53243. 1. On or after January I, 2012, any contract executed or renewed between a local agency and
an officer or employee of a local agency that provides funds for the legal criminal defense of an
officer or employee shall require that any funds provided for that purpose be fully reimbursed to the
local agency if the officer or employee is convicted of a crime involving an abuse ofhis orher office
or position.
53243.2. On orafterJanuary 1, 2012, any contract of employment between an employee and a local
agency employer shall include a provision which provides that, regardless of the term of the contract,
if the contract is terminated, any cash settlement related to the termination that an employee may
receive from the local agency shall be fully reimbursed to the local agency if the employee is
convicted of a crime involving an abuse of his or her office or position.
53243.3. On or after January 1, 2012, if a local agency provides, in the absence of a contractual
obligation, for any of the payments described in this article, then the employee or officer receiving
any payments provided for those purposes shall fully reimburse the local agency that provided those
payments in the event that the employee or officer is convicted of a crime involving the abuse of his
or her office or position.
53243.4. For purposes of this article, "abuse of office or position" means either of the following;
(a) An abuse of public authority, including, but not limited to, waste, fraud, and violation
of the law under color of authority.
(b) A crime against public justice, including, but not limited to, a crime described in Title
5 (commencing with Section 67) or Title 7 (commencing with Section 92) of Part I of the Penal
Code.
010070004/s47051 10 B -I
RESOLUTION NO. 19-098 (Exhibit A)
Page 19 of 27
nj�
EXHIBIT "C"
AGREEMENT OF SEPARATION, SEVERANCE, AND GENERAL RELEASE
1. PARTIES
This Agreement of Separation, Severance, and General Release (hereinafter referred to as the
"AGREEMENT") is entered into by and between the City of Carson, a charter city and municipal
corporation (hereinafter referred to as "THE CITY"), and Sharon Landers, an individual (hereinafter
referred to as "EMPLOYEE").
2. RECITALS
2.1 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.
2.2 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.
2.3 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").
3. CONSIDERATION
3.1 EMPLOYEE shall receive payment to her at the time of her voluntary
separation all earned salary, accrued fringe benefits as detailed in THE CONTRACT, and/or all
other wage compensation/benefiits owed to EMPLOYEE upon separation of employment, as
required by law or THE CONTRACT or any other agreement with THE CITY.
3.2 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 via certified mail return
01007 00041517051 10 C- I
RESOLUTION NO. 19-098 (Exhibit A)
Page 20 of 27
WIN
receipt requested within thirty (30) business days after the EFFECTIVE DATE (as defined below) of
this AGREEMENT.
3.3 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 anytime
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 orany otheragreement 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 arising 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 §§ 12,900 et seq., the Americans With Disabilities Act, Title VIl of the
Civil Rights Act of 1964, and any other federal, state, or local human rights, civil rights, or
employment discrimination or employee rights statute, rule, or regulation.
4. 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,"
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 she knowingly
and voluntarily, for just compensation in addition to anything of value to which EMPLOYEE was
already entitled, waives and releases any rights she may have under the ADEA and/or OWBPA.
EMPLOYEE further acknowledges that she has been advised and understands, pursuant to the
provisions of the ADEA and OWBPA, that;
0100700041547051 [g C-2
RESOLUTION NO. 19-098 (Exhibit A)
Page 21 of 27
(a) This waiver/release is written in a manner understood by EMPLOYEE;
(b) EMPLOYEE is aware of, and/or has been advised of, her rights under the
ADEA and OWBPA, and of the legal significance of her waiver of any possible claims she 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 (2 1) days
within which to review and consider this AGREEMENT and the waiverand release of any rights she
may have under the ADEA, the OWBPA and similar age discrimination laws; but may, in the
exercise of her own discretion, sign or reject this AGREEMENT at any time before the expiration of
the twenty-one (2l) 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 she should consult with an
attorney Lrior to executing this AGREEMENT;
(0 EMPLOYEE has discussed this waiver and release with, and been advised
with respect thereto by, hercounsel of choice, and that she does not need any additional time within
which to review and consider this AGREEMENT;
(g) EMPLOYEE has seven (7) days following her 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
(i) This AGREEMENT shall not be effective until all parties have signed the
AGREEMENT and ten (10) days have passed since EMPLOYEE's execution ("EFFECTIVE
DATE").
5. UNKNOWN CLAIMS
In relation to the release provisions of Paragraphs 3 and 4 above, EMPLOYEE understands
that California Civil Code section 1542 reads as follows:
"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 section 1542.
01007 0001!547051 10 C-3
RESOLUTION NO. 19-098 (Exhibit A)
Page 22 of 27
X11
6. 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 3, 4, and
S above.
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 rel ief in connection therewith, including without limitation on the generality of
the foregoing any alleged right or claim to set aside or rescind this AGREEMENT. This
AGREEMENT is intended to be, and is, final and binding between the parties, regardless of any
claims of misrepresentation, promise made without the intent to perform, concealment of fact,
mistake of fact or law, or any other circumstance whatsoever.
7.5 Later Discovery: The parties are aware that they may hereafter discover
claims or facts in addition to ordifferent from those they now know or believe to be true with respect
I to the matters related herein. Nevertheless, it is the intention of the parties that EMPLOYEE fully,
�V! 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.
101007 00011547051 10 C-4
RESOLUTION NO. 19-098 (Exhibit A)
Page 23 of 27
A11
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 she shall be exclusively liable for the payment of all taxes for which she
is responsible, if any, as a result of her receipt of the consideration referred to in Paragraph 3 ofthis
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 trial testimony) in any litigation involving THE CITY which is
reasonably related to acts or occurrences transpiring during her 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 Prate. erty: 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 her employment with THE
CITY.
7.9 No Pendine Claims and/or Actions: EMPLOYEE represents that she has not
filed any complaints or charges against THE CITY or THE CITY PARTIES with any local, state or
federal agency or court; that she 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 oreharge againstTHE CITY orTHE CITY PARTIES on
behalf of EMPLOYEE, whenever or where ever filed, 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
tern 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 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 Authori : 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
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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.
S. 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 prior 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 Continuin , 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. Provided, however in the event the severance
payment provided to EMPLOYEE pursuant to Section 3.2 of this AGREEMENT is found bya court
of law to be invalid, then this AGREEMENT shall be null and void in its entirety. In such event,
EMPLOYEE shall return to THE CITY all severance provided to her by THE CITY and the Parties
agree to negotiate in good faith a new severance agreement.
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 gounterparts: 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 original, and, when taken together with other signed counterparts, shall constitute one
AGREEMENT, which shall be binding upon and effective as to all parties.
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RESOLUTION NO. 19-098 (Exhibit A)
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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:
City of Carson
Attention: City Clerk
701 East Carson Street
Carson, CA 90745
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:
DATED:
ATTEST:
City Clerk
C-7
OI(X)70004/547051 10
EMPLOYEE
By:
Sharon Landers, City Manager
THE CITY
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RESOLUTION NO. 19-098 (Exhibit A)
Page 26 of 27
Mayor
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
City Attorney
[EMPLOYEE's LAW FIRM]
By:
[Counsel]
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RESOLUTION NO. 19-098 (Exhibit A)
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