CONTRACT 6420 OtherAgreement No. 6420
EMPLOYMENT AGREEMENT BETWEEN
CITY OF EL SEGUNDO
AND
CITY MANAGER
This Employment Agreement ("Agreement") is entered into on this 1st day of July
2022 ("effective Date") between City of El Segundo ("City") and Darrell George ("City
Manager").
RECITALS
A. City desires to employ services of Darrell George to serve as its City Manager.
B. City desires to establish certain conditions and of employment, provide certain
compensation and benefits, and set working conditions for such employment, as
authorized by El Segundo City Council.
C. Darrell George desires to accept such employment on terms, as set forth herein.
AGREEMENT
The parties agree as follows:
Section 1. Duties — Exclusive Employment
City agrees to employ Darrell George as city manager to serve as the City's chief
executive officer and to perform the duties and functions specified in: A) California state
law; B) El Segundo Municipal Code (including having the authority to interview, hire,
and dismiss employees, and to direct City work force in accordance with applicable
state laws, the El Segundo Municipal Code and applicable personnel rules and
bargaining unit agreements); C) Applicable City ordinances, resolutions, rules, and
policies; D) Current City job specifications; and, E) Other legally permissible duties and
functions as City Council may direct from time to time.
City Manager agrees that he will, at all times, be employed exclusively by City to
perform all duties and obligations required either expressly or implicitly by this
Agreement and may not be employed in any other capacity while employed by City
without prior written consent of City Council. City Manager shall focus his professional
time, ability, and attention to City business during time in which this Agreement is in
force.
City Manager shall not engage 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 provided compensation or
otherwise, without prior consent of City Council. Notwithstanding the foregoing, the
expenditure of reasonable amounts of time not in conflict with City's needs and interests
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for educational, charitable, community, and/or professional activities shall not be
deemed a breach of this Agreement and shall not require prior consent.
Section 2. Term and At -Will City Manager Status
The term of this Agreement shall be for a period of two (2) years, from July 1, 2022
to June 30, 2024, and may be extended for a period of up to one year through June 30,
2025. Unless either the City Manager or City Council provide written notice at least
sixty (60) days prior to June 30, 2024, stating that the agreement won't be extended
through June 30, 2025, the Agreement shall be extended through June 30, 2025,
subject to all of the conditions set forth in this Agreement. Any other amendment to this
Agreement must be made in writing and signed and approved by the City Manager and
the City Council. In the event the Agreement is not renewed but the City Manager
continues to be employed by the City, all terms of the Agreement shall remain in effect
until terminated as provided under this Agreement except City Manager shall not be
entitled to any Severance Payment pursuant to Section 3.F. of this Agreement.
City Manager serves as an "at will" employee (as defined in California Labor Code
Section 2922) as while this agreement has a potential term of three years there is no
specified or guaranteed term of employment for the City Manager pursuant to this
Agreement, serving at the pleasure of City Council, and nothing in this Agreement shall
require cause for removal, or prevent, limit, or otherwise interfere with the right of City
Council to terminate the services of City Manager at any time, subject only to the
provisions set forth in Section 3 of this Agreement. In addition, nothing in this
Agreement shall prevent, limit, or otherwise interfere with the right of City Manager to
resign at any time from his position with City, subject only to the provisions set forth in
Section 3 of this Agreement.
Section 3. Termination of Agreement
This Agreement shall become effective on the Effective Date and may thereafter be
terminated in any of the following ways:
A. By mutual written agreement of the parties.
B. The City may terminate this Agreement for Cause or without Cause. For
purposes of this Agreement, "Cause" shall mean: (1) City Manager's
commission of an act of fraud, embezzlement or misappropriation or a crime
of moral turpitude; (2) City Manager's continuing or willful misconduct or
failure, refusal or neglect to perform his job functions, adhere to the lawful
direction of the City consistent with his position, or adhere to the lawful
policies and practices of the City, or (3) City Manager engaging in acts
involving an "Abuse of office or position" as defined in Government Code
Section 53243.4.
C. Termination by City Manager. City Manager may terminate this Agreement
for any reason upon thirty (30) days' notice.
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D. Death/Disability of City Manager. This Agreement shall terminate
automatically upon City Manager's death. The City may terminate This
Agreement upon City Manager's Disability. For purposes of this Agreement,
"Disability" means that City Manager has become "disabled" within the
meaning of Section 409A of the Internal Revenue Code of 1986, as
amended. If the City Manager becomes disabled within the meaning of
Government Code Section 20027, then the City will place the City Manager
on an unpaid leave of absence and apply for a disability retirement.
E. In the event City terminates the Agreement without cause, City shall pay City
Manager an amount equal to the lessor of the base salary for the unexpired
term of this Agreement or fifty percent (six months) of the City Manager's
then Base Salary ("Severance Payment"), less applicable taxes and
withholdings, and the City shall pay for City Manager's City health, dental
vision and other group insurance benefits for the same period of time after
the date of termination, to the extent permitted by the then applicable
insurance plans and benefit programs; if city manager within thirty (30) days
after receipt of the Settlement Agreement and Release ("Release" - form
attached as Exhibit B) executes such and returns it to the City and it
becomes effective. City shall make the Severance Payment, at the option of
City Manager, in any of the following manners: (1) A lump sum within ten
(10) days of the Release becoming effective; (2) A lump sum on January 1
of the following year; (3) On the same schedule as the City's normal payroll
cycle once the Release have become effective, but not as an employee of
the City; or, (4) Any combination of previous three options, as directed by
City Manager.
F. In the event that City, and any time during the period in which this
Agreement is in force, reduces the salary and/or other benefits of City
Manager in a greater percentage than applicable to an across-the-board
reduction for executive management employees of the City, City Manager
may, at his option, deem the salary reduction a termination without cause,
entitling City Manager to the Severance Payment and Insurance Payment (if
applicable) as set forth in section 3(F) above.
Section 4: Salary
City agrees to pay City Manager for his services rendered an initial base annual
salary of $270,000.00 ("Base Salary"), effective July 1, 2022, payable in the normal
payroll installments at the same time as other executive management employees of City
are paid. City Council shall review City Manager's salary annually as part of his
performance evaluation, as set forth in Section 6, and may provide adjustments as it
determines appropriate. City Council may take into consideration annual cost of living
and/or merit salary adjustments provided to other executive management employees.
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Section 5: Annual Performance Bonus
City Manager shall be eligible to receive an "Annual Performance Bonus" of up to
15% of the City Manager's Base Salary per year based on City Council's annual
performance review. Such bonus, if provided, may be received by the City Manager as
regular pay, converted to deferred compensation (401a Plan, 457 Plan, HSA, or other
allowed City plan to the extent allowed by law), and/or some other mechanism mutually
agreed to by City Council and City Manager.
Section 6: Performance Evaluation
City Council shall conduct a performance review of City Manager within thirty (30)
days of his employment to establish the City Manager's performance goals and
objectives. City Council will conduct its first initial performance review of City Manager
after the completion of his first six months. City Council shall provide input with respect
to City Manager's initial performance and alignment with City Council goals and
objectives. An adjustment to compensation at this time will be at City Council's
discretion.
Commencing with the completion of the City Manager's first full year with the City,
City Council shall annually review and evaluate his performance and compensation in
closed session. If possible, this annual review should take place in July of each year to
allow for timely evaluation and payment of the annual salary adjustment and/or one-time
performance bonus, if City Council determines in its discretion that City Manager is
eligible for either. Said review and evaluation shall be in accordance with specific
performance measures and rating criteria mutually agreed to by City Council and City
Manager.
Section 7: Hours of Work & Designation of "Acting City Manager"
It is recognized that City Manager must devote the time necessary even outside
City's normal operating hours, and to that end, City Manager may take leave as he
deems appropriate. During any such leave, City Manager may designate an "Acting
City Manager" to oversee operation of the City in his absence, in compliance with El
Segundo Municipal Code.
Section 8: Benefits
Benefits provided to City Manager are addressed in Exhibit A.
Section 9: Professional Development & General Business Expenses
A. City agrees to budget and pay for professional dues, fees, subscriptions, and
related expenditures on behalf of City Manager which are necessary for continuation
and full participation in international, national, state, regional, and local associations
and organizations necessary and desirable for City Manager's continued professional
growth and development, and for the good of the City.
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B. Subject to approval of a budget by the City Council, City agrees to pay for travel
and City's normal per diem or expenses of City Manager for professional and official
travel, meetings, and occasions necessary to continue the professional development of
City Manager and to adequately pursue official and other functions of the City,
including but not limited to the International City/County Management Association
(ICMA), National League of Cities, League of California Cities, and other such
international national, state, regional, and local governmental and professional groups
and committees which City and/or City Manager serves as a member.
C. Subject to approval of a budget by the City Council, City agrees to pay for the
travel and City's normal per diem or expenses of City Manager for multi -day courses,
institutes, training, and seminars that are necessary for professional development and
for the good of the City, as determined by City Manager. City Manager shall not be
entitled to receive reimbursement for mileage so long as the City Manager receives a
car allowance pursuant to this Agreement.
D. Subject to approval of a budget the City Council, City agrees to pay for one-
time and recurring costs of office furniture, equipment, supplies, etc. as City Manager
deems necessary to carry out his duties for the City. The City must provide City
Manager with the necessary office space, furniture, equipment and supplies necessary
and customarily provided to perform the duties of a City Manger
Section 10: Other Terms and Conditions of Employment
City Manager shall be initially entitled to receive all employee benefits provided to
executive management employees not specifically addressed herein. Thereafter, with
the exception of medical, dental and vision care, all benefits will be adjusted only if
agreed upon in an amendment to this Agreement.
Section 11: Notices
Any notice required by this Agreement shall be in writing and delivered either
personally, via overnight courier, or U.S. First Class Mail. The notice address for the
City is: El Segundo City Council, c/o City Attorney, 350 Main Street, El Segundo, CA
90245. The notice address for the City Manager is the address supplied by City
Manager and on file with the City. The notice address for the City Manager is: 1753 E.
Ocean Blvd. #9, Long Beach, CA 90802. Either part may specify an alternate address
in accordance with this notice section. Notice shall be effective upon receipt.
Section 12. Mediation/Arbitration
Any and all disputes of whatever kind or nature arising out of or related to this
Agreement or City Manger's employment or separation from the City shall be resolved
through mediation and then binding arbitration, if necessary, utilizing Judicial Arbitration
and Mediation Services ("JAMS") and shall be conducted in JAMS Century City or
downtown Los Angeles offices or such other location mutually agreed upon by the
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parties. JAMS mediation and arbitration procedures and rules shall be utilized for
purposes of conducting the mediation and arbitration. JAMS shall randomly provide the
parties with a list of three mediators or arbitrators, depending on which process is being
utilized, and each party shall have the right to reject one of the mediators or arbitrators.
In the event that more than one mediator or arbitrator is left after the parties have each
had the opportunity to reject one of the mediators or arbitrators, JAMS shall randomly
select the mediator or arbitrator to mediate or arbitrate the dispute(s). The City will pay
the arbitrator's fees and arbitration expenses and any other costs unique to the
arbitration, recognizing that each side bears its own deposition, witness, expert and
attorney's fees and expenses to the same extent as if the matter were being heard in
court. If, however, any party prevails on a statutory claim, which affords the prevailing
party attorney's fees and costs, then arbitrator may award reasonable fees and costs to
the prevailing party. Any dispute as to who is the prevailing party and/or the
reasonableness of any fee or cost shall be resolved by the arbitrator.
Section 13. ASSEMBLY BILL 1344 COMPLIANCE,.
To the extent CITY provides: (i) paid leave to EMPLOYEE pending an investigation; (ii)
funds for the legal criminal defense of the EMPLOYEE; and/or (iii) a cash settlement to
EMPLOYEE related to the termination of the EMPLOYEE, pursuant to this
AGREEMENT and Government Code Section 53243 et seq., EMPLOYEE shall fully
reimburse the City for any and all amounts paid by the City which fall within subsections
(i) through (iii) in the event that the EMPLOYEE is convicted of a crime involving the
abuse of his office or position.
Section 14: General Provisions
A. All of City Manager's writings, reports, and other documentation generated as
part of his day-to-day duties during his employment with the City are the
property of the City.
B. This Agreement is for professional services that are personal to the City, and the
Agreement is not assignable by City Manager.
C. The provisions of this Agreement shall be construed as a whole according to its
common meaning or purpose of providing a public benefit and not strictly for or
against any party. It shall be construed consistent with the provisions hereof, in
order to achieve the objectives and purposes of the parties. Wherever required
by the context, the singular shall include the plural and vice versa, and the
masculine gender shall include the feminine or neutral genders or vice versa.
D. This Agreement and the rights and obligations of the parties shall be governed
and interpreted in accordance with the laws of the State of California.
E. The text herein shall constitute the entire Agreement between the parties and
supersedes any other agreements, either oral or in writing, between the parties
hereto with respect to rendering these services, compensation matters, or
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benefits. Any modification of this Agreement shall be effective only if it is in
writing and signed by both parties.
F. This Agreement shall inure to the benefit of the heir at law and executor(s) of
City Manager.
G. The captions or headings in this Agreement are for convenience only and in no
way define, limit, or describe the scope or intent of any provision or section of
this Agreement.
H. If any provision, or any portion thereof, contained in this Agreement is held
unconstitutional, invalid, or unenforceable by a Court, the remainder of this
Agreement, or portion thereof, shall be deemed severable, shall not be affected,
and shall remain in full force and effect.
Each part of this Agreement acknowledges that no representations,
inducements, promises, or agreements, oral or otherwise, have been made by
any party, or anyone acting on behalf of any party, which is not embodied
herein, and that no other agreement, statement, or promise not contained in this
Agreement shall be valid or binding on either party.
J. The parties acknowledge and agree that the terms and provisions of this
Agreement have been negotiated and discussed between the parties, and this
Agreement reflects their mutual agreement with respect to the subject matter of
this Agreement. Because of the nature of such negotiations and discussions, it
would be inappropriate to deem any party to be the drafter of this Agreement.
Therefore, no presumption for or against validity or as to any interpretation
hereof, based upon the identity of the drafter, shall be applicable in interpreting
or enforcing this Agreement.
K. Both parties have had sufficient time and opportunity to consult with legal
counsel of their own choosing regarding the terms and conditions of this
Agreement.
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Agreement No. 6420
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.
City of El Segundo
Drew Boyles, or.
Darrell George
Darrell George, City Manager
Attest:
By: MkQ� OWA�'
Tracy Weave ity Clerk
Approved as to form:
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Agreement No. 6420
EXHIBIT A
CITY OF EL SEGUNDO
CITY MANAGER BENEFITS
Benefits shall be provided as follows:
1. Medical, Dental, and Vision Insurance:
City Manager shall be eligible to participate in the health, dental, and vision insurance
plans provided to City employees, including the current health plans provided through
CalPERS on the same terms and conditions as employees of the executive
management group.
2. Retirement:
If City Manager's employment is concurrently terminated at the same as retiring from
CalPERS, he shall be immediately entitled to City -paid post -retirement medical
insurance benefits on the same terms and conditions as the executive management
group.
3. Deferred Compensation:
Effective July 1, 2022, each pay period City agrees to pay an amount equal to ten (10)
percent of City Manager's monthly Base Salary into applicable City Internal Revenue
Code Section 401 a and/or Section 457 deferred compensation plan(s). City Manager is
also eligible to participate in City's 401 a Plan, 457 Plan, Health Savings Plan, Retiree
Health Savings Plan, and/or related plans.
4. Life Insurance:
City shall provide City Manager with a term life insurance policy in the amount of
$500,000, with a separate travel life insurance provision (as per the City's regular policy
provisions). City Manager shall be eligible to participate in City's Supplemental Life
Insurance Program at his own expense.
5. Long -Term Disability:
City shall provide long-term disability income insurance pursuant to the provisions of the
City's Executive LTD Plan.
6. Vacation Leave:
City Manager shall be entitled to a starting balance of eighty (80) hours of Vacation
Leave on the effective date of this Agreement. Annual hours shall accrue at the same
rate used for executive management City employees based on City Manager's total
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lifetime years of PERS service, which is currently 200 hours per year. City Manager
shall receive same annual cash conversion option as executive management
employees. If the Agreement is extended through June 30, 2025, then another forty
(40) hours of Vacation Leave will be added to City Manager's vacation leave accrual.
City and City Manager shall mutually agree to all vacation periods and such time should
be scheduled at least thirty (30) days in advance of the vacation date, unless otherwise
allowed by City Council. Upon termination or separation of employment from City, City
Manager shall have the option to be paid for unused Vacation Leave hours, to covert
the hours to deferred compensation to the extent permitted by law (401 a Plan, 457
Plan, HSA, or other allowed plan), and/or to use for other allowed uses for executive
management employees.
7. Sick Leave:
City Manager shall be entitled to a starting advance of forty (40) hours of Sick Leave on
the effective date of this Agreement which shall be advanced from his first five months
of employment with the City. Annual hours shall accrue at the same rate used for
executive management employees, which is currently 8 hours per month. Upon
termination or separation of employment from City, City Manager shall on the same
terms and conditions as executive management employees (except his years of service
shall be based upon his lifetime years of PERS service) have the option to be paid for
unused Sick Leave hours, to covert the hours to deferred compensation (401a Plan,
457 Plan, HSA, or other allowed plan), and/or to other allowed uses for executive
management employees.
8. Executive Leave:
City Manager shall be entitled to 80 hours of Executive Leave per year. Leave cannot
be cashed in or otherwise be transferred or converted for value.
9. Holidays & Other Leave:
City Manager shall receive the same paid holidays, bereavement leave, etc. as
executive management employees.
10. Automobile Allowance:
City Manager's duties require that he shall have the unrestricted use, at all times during
his employment with City, of an automobile. In lieu of using a City provided automobile,
City Manager shall receive a City -provided monthly automobile allowance of $500.00
starting on the effective date of this Agreement. Annual inflation adjustments to this
amount shall be provided as per the then current United States Internal Revenue
Service (IRS) Standard Mileage Rate for Business Use and will take place at the
beginning on July 1st of each year. City Manager shall at all times keep on file with the
City Clerk's Office proof of current automobile insurance with a minimum of three
hundred thousand dollars ($300,000.00) of liability coverage.
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11. Section 125 Flex Plan:
City Manager shall be eligible to enroll in City's Section 125 Plan for payment of
employee -paid insurance, medical treatment, etc. with pre-tax dollars to the extent
permitted by law. City shall pay any administrative fee(s).
12. Employee Assistance Program:
City shall pay for the full cost of Employee Assistance Program for City Manager and
dependents.
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EXHIBIT B
SEPARATION AND RELEASE AGREEMENT
1. PARTIES
This Separation, Severance and General Release Agreement
("AGREEMENT") is made and executed as of , by and between
Darrell George ("EMPLOYEE") and the CITY OF EL SEGUNDO ("CITY").
2. RECITALS
2.1 EMPLOYEE commenced employment with the CITY as city
manager on or about July 1, 2022, pursuant to that EMPLOYMENT AGREEMENT
effective as of the same date.
2.2This AGREEMENT is made to amicably resolve all matters
between EMPLOYEE and the CITY regarding EMPLOYEE's employment and the
cessation of said employment.
2.3The parties understand and agree that a material purpose of this
AGREEMENT is to resolve any disputes and CLAIMS arising from or relating to
EMPLOYEE's employment with CITY, if any, and provide for a separation payment
for EMPLOYEE.
3. CONSIDERATION
3.1 In exchange for EMPLOYEE's execution, faithful performance and
compliance with this AGREEMENT, including without limitation the granting of the
releases set forth herein, and in full satisfaction and settlement of EMPLOYEE's
CLAIMS, if any, the CITY shall pay EMPLOYEE the sum of $
[amount equivalent to six month base pay or amount of time left on contract,
whichever is less plus medical/dental/vision for the same period of time as specified
in the EMPLOYMENT AGREEMENT ] ("SEVERANCE PAYMENT") in the form of a
check made payable to , to be in accordance with the schedule
the EMPLOYEE chooses from the options set forth in the EMPLOYMENT
AGREEMENT. Required tax withholdings and deductions will be made from the
SEVERANCE PAYMENT.
3.2 Respecting the SEVERANCE PAYMENT referenced in paragraphs
3.1 above, EMPLOYEE understands and agrees that EMPLOYEE's portion of any
federal, state or local taxes, if any, that may be owed or payable on the sums
caused to be paid hereunder by the CITY are the sole and exclusive responsibility of
EMPLOYEE.
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Agreement No. 6420
3.3EMPLOYEE and the CITY shall otherwise each bear their own
attorney fees and costs incurred in connection with any disputes and this
AGREEMENT.
3.4 Except as set forth in this Paragraph 3, the parties agree that no
other monies or benefits are due, owing or unpaid by reason of EMPLOYEE's
employment or association with CITY and that no other monies or benefits will be
paid or maintained by CITY to/for EMPLOYEE, in EMPLOYEE's name, or on
EMPLOYEE's behalf. EMPLOYEE expressly agrees that the SEVERANCE
PAYMENT described in Paragraph 3 supersede and are in substitution for any
payments or benefits under any employment agreement(s), business agreement(s)
or arrangement(s), oral or written promises, or severance policy or plan respecting
or regarding his employment or association with CITY.
4. S12ec,ific Acknowledgement of "Waiver of Claims under ADEA and
OWBPA
The Age Discrimination in Employment Act of 1967 (29 U.S.C. § 626, et.
seq.; "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 ("OWBPA," 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 knowingly and voluntarily, for just compensation, waives and
releases any rights he may have under the ADEA and/or OWBPA. EMPLOYEE further
acknowledges that he 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;
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Agreement No. 6420
(e) EMPLOYEE has been advised by this writing that he should consult
with an attorney before executing this AGREEMENT;
(f) EMPLOYEE has discussed, or had the opportunity to discuss, this
waiver and release with, and been advised with respect thereto by, his counsel of
choice, and that he 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 this paragraph and must state, "I
hereby revoke my acceptance of our 'Separation and Release Agreement"'; 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
of the AGREEMENT (the "EFFECTIVE DATE").
5. RELEASE
In exchange for the SEVERANCE PAYMENT, representations and
covenants made herein, and except only as to such rights or claims as may be created
by this AGREEMENT, EMPLOYEE hereby, and for his heirs, representatives,
successors, and assigns, releases, acquits, and forever discharges the CITY, and all of
its agents, officers, current and former elected and appointed officials, current and
former employees, representatives, insurers, attorneys, and all persons acting by,
through, under, or in concert with any of them, and each of them, from any and all
claims (including without limitation all claims for workers compensation benefits, if any),
charges, complaints, 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, which relate to
or arise out of any act, omission, occurrence, condition, event, transaction, or thing
which was done, omitted to be done, occurred (including without limitation any
circumstance(s) giving rise to liability for workers compensation benefits) or was in
effect at any time from the beginning of time up to and including the EFFECTIVE DATE
of this AGREEMENT ("CLAIMS"), without regard to whether such CLAIMS arise under
the federal, state or local constitutions, statutes, rules, ordinances or regulations,
workers compensation statutes or the common law. EMPLOYEE expressly
acknowledges that the CLAIMS forever barred by this AGREEMENT specifically
include, but are not limited to, claims related to the DISPUTES, his employment with the
CITY and its cessation, any claims for wages, overtime or benefits (including without
limitation workers compensation benefits), any alleged breach of any duty, any alleged
employment discrimination, harassment, retaliation or unlawful discriminatory act, any
alleged breach of any express or implied employment contract, breach of any duty
arising out of contract, statute, regulation, ordinance or tort, constructive discharge,
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wrongful termination or constructive discharge in violation of public policy, 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 or respecting wrongful termination, breach of
employment contract, or employment discrimination, employee injury, death, workers
compensation, wrongful hiring, harassment or retaliation based upon sex, race, age,
color, religion, handicap or disability, national origin or any other protected category or
characteristic, including but not limited to the Federal Fair Labor Standards Act, the
California Fair Employment and Housing Act, 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 discrimination or employee rights statute, rule, regulation,
ordinance or decisional law.
Additionally, the CITY hereby agrees not to initiate, or proceed with any
actions, causes of action, claims, etc., that could be or that have been asserted against
EMPLOYEE arising out of EMPLOYEE's employment with the CITY, in any forum,
whatsoever. To the extent that any such actions, causes of action, claims, etc., are, or
become pending in any forum whatsoever, the CITY agrees to execute all documents
necessary for the withdrawal of such actions, causes of action, claims, with prejudice,
forthwith.
6. UNKNOWN CLAIMS
6.1 EMPLOYEE on the one hand, and the CITY, on the other hand,
each hereby waive and release any rights which the other and its successors, heirs,
executives, administrators, may have directly or indirectly, if any, jointly or severally,
directly or indirectly, under the provisions of California Civil Code § 1542, and any
similar state or federal statute, which reads in sum, substance or substantial part as
follows:
"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."
6.2 EMPLOYEE and the CITY acknowledge that the facts with respect
to which each gives this GENERAL RELEASE may turn out to be different from the
facts they now believe to be true. EMPLOYEE and the CITY hereby assume the risk
of the facts turning out to be different, and agree that this AGREEMENT shall in all
respects be effective and not subject to termination or rescission because of any
such difference in facts.
7. WAIVER OF ADDITIONAL CLAIMS
EMPLOYEE and the CITY hereby waive any provisions of state or federal
law that might require a more detailed specification of the claims being released
pursuant hereto.
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Agreement No. 6420
8. REPRESENTATIONS AND WARRANTIES
Each of the parties to this AGREEMENT represent and warrant and agree
with each other party as follows:
8.1 No Other Claims: EMPLOYEE and the CITY hereby represent and
warrant that EMPLOYEE nor the CITY has not filed, nor will they file in the future,
any complaint, charge, claim, legal action, or proceeding arising out of EMPLOYEE'
employment with the CITY, the DISPUTES or the CLAIMS released hereby or in any
way related to his employment with the CITY or separation therefrom with any court,
agency, board, hearing officer or tribunal against the CITY or any of its agents,
officers, current and former elected or appointed officials, current and former
employees, representatives, insurers, attorneys, and all persons acting by, through,
under, or in concert with any of them. EMPLOYEE retains his right to request
indemnification from the City pursuant to California Government Code § 825 et seq.
with respect to any action brought against EMPLOYEE in his capacity as an
employee.
8.2Advice of Counsel: Each party has received, or has had the
opportunity to receive, independent legal advice from their respective attorney(s)
with respect to the advisability of making the settlement and releases provided
herein, with respect to the advisability of executing this AGREEMENT, and with
respect to the meaning of California Civil Code § 1542.
8.3 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 (or
of any officer, agent, employee, representative, or attorney of or for any party) in
executing this AGREEMENT, or in making the settlement provided for herein, except
as expressly stated in this AGREEMENT.
8.41ndependent Investigation: Each party to this AGREEMENT has
made such investigation of the facts pertaining to this severance and settlement and
this AGREEMENT and all the matters pertaining hereto as it deems necessary.
8.5 Comprehension and Authority: Each party or responsible officer
thereof has read this AGREEMENT and understands the contents hereof. Any of
the officers executing this AGREEMENT on behalf of the CITY are empowered to do
so and thereby bind the entity.
8.6 Mistake Waived: In entering into this AGREEMENT and the
severance and settlement provided for herein, 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
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Agreement No. 6420
or of the law was incorrect, such party shall not be entitled to rescind or set aside the
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.
8.71-ater ®iscove : EMPLOYEE and the CITY 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 both parties' intention to fully, finally and forever settle and release all such
matters, and all claims relative hereto, which do now exist, may exist or have
previously existed between both 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.
8.8Ownershi of Claims: EMPLOYEE represents and warrants as a
material term of this AGREEMENT that he 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 represents and warrants that none of the CLAIMS released by
his hereunder will in the future be assigned, conveyed, or transferred in any fashion
to any other person and/or entity.
8.9 Future Cooperation: The parties will execute all such further and
additional documents as shall be reasonable or necessary to carry out the provisions
of this AGREEMENT.
9. MISCELLANEOUS
9.1 No Admission: Nothing contained herein shall be construed as an
admission by the parties of any liability of any kind. The parties each deny any
liability in connection with any claim or wrongdoing. Each party also intends hereby
solely to amicably resolve all matters between the parties.
9.2Governing, Law: This AGREEMENT 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. The venue for any dispute arising out of or
relating to this AGREEMENT shall be the Los Angeles Superior Court.
9.3Full 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.
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Agreement No. 6420
9.4Continuin Benefit: This AGREEMENT is binding upon and shall
inure to the benefit of the parties hereto, their respective agents, employees,
representatives, officers, and officials.
9.5Joint Drafting: Each party has cooperated in the drafting and
preparation of this AGREEMENT. Hence, in any construction to be made of this
AGREEMENT, the same shall not be construed against any party.
9.6Severability: 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.
9.7Titles: The titles included in this AGREEMENT are for reference
only and are not part of the terms of this AGREEMENT, nor do they in any way
modify the terms of this AGREEMENT.
9.8Counter a s: This AGREEMENT may be executed in
counterparts, and by facsimile 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.
9.9 Executed Copy: All parties shall receive a fully executed copy of
this AGREEMENT.
9.10 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:
Name
Address
Address
As to the CITY:
Attn: City Clerk
350 Main Street
El Segundo, CA 90245
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Agreement No. 6420
WHEREFORE, the parties hereto have read all of the foregoing, understand the
same, and agree to all of the provisions contained herein.
DATED:
DATED:.
ATTEST:
By:
City Clerk
APPROVED AS TO FORM;
in
City Attorney
CITY OF EL SEGUNDO
By.
Mayor
EMPLOYEE
By:
Darrell George
M