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CONTRACT 3846 - PERM Other CLOSED3846 . EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ( "AGREEMENT ") is entered into this 19th day of August, 2008, between the City of El Segundo ( "CITY ") and Jack Wayt ( "EMPLOYEE "). SECTION 1. TERM EMPLOYEE shall commence employment as city manager for CITY on October 1, 2008. Except as otherwise provided for in this AGREEMENT, EMPLOYEE's employment with CITY shall be on an at -will basis and will continue until terminated as provided in this AGREEMENT. Employee shall receive the authority from the California Public Employees Retirement System ( "PERS ") to un- retire from the PERS retirement system for purposes of being able to serve as the city manager of the CITY as provided in this AGREEMENT. In the event that EMPLOYEE cannot un- retire from PERS prior to October 1, 2008, then this AGREEMENT shall be null and void and neither party hereto will have any rights or obligations under this AGREEMENT. SECTION 2. DUTIES EMPLOYEE shall perform to his best ability the duties and functions of the City Manager, as defined by California state law and CITY Ordinances, Resolutions and Personnel Rules and Regulations, including without limitation acting as the CITY's highest ranking administrative officer and management employee, and shall perform such other legally permissible duties and acts as City Council may direct from time to time. SECTION 3. TERMINATION OF EMPLOYMENT (A) . Through and including September 30, 2009, CITY may only terminate this AGREEMENT based upon (i) EMPLOYEE's willful misconduct, including without limitation, intentionally failing to fulfill EMPLOYEE's duties set forth in SECTION 2 of the AGREEMENT; or (ii) conviction of EMPLOYEE of a crime involving moral turpitude. The City shall have the right to terminate this Agreement such that the Agreement is terminated on October 1, 2009, or any date thereafter, with or without cause, by providing EMPLOYEE 30 days prior written notice of its intention to terminate this AGREEMENT; (B) EMPLOYEE may terminate this AGREEMENT at any time upon thirty - days written notice to the Mayor of CITY. EMPLOYEE shall not be entitled to any compensation upon such a termination except as set forth in Section 3 (C); (C) Upon any termination of this EMPLOYEE's employment, CITY shall pay EMPLOYEE upon the effective date of such termination, an amount equal to the value of the employee's accumulated, but unpaid and unused executive, vacation and sick leave, calculated at EMPLOYEE's rate of pay on the date of termination. 3846• SECTION 4. COMPENSATION (A) EMPLOYEE's annual base salary is $210,000 which shall be paid in equal bi- weekly payments. Any increase in compensation must be in a writing and signed by the parties; (B) CITY shall pay EMPLOYEE for professional membership dues and fees and attendance at conferences as such may be budgeted by the CITY. EMPLOYEE shall also be reimbursed upon presentation to CITY of verified receipts for sums necessarily incurred by EMPLOYEE in the performance of EMPLOYEE's duties or as otherwise budgeted for by CITY; (C) EMPLOYEE shall be entitled to all other benefits of employment now in effect (excluding salary increases which are governed by Section 4 (A) above and deferred compensation benefits), or as hereafter approved by the City Council, which are provided to other management employees of the CITY. EMPLOYEE shall accrue executive, vacation and sick leave at the maximum rate provided for management employees. SECTION 5. ENTIRE AGREEMENT AND AMENDMENTS CITY and EMPLOYEE acknowledge that no representation, inducement, promise or agreement, oral or written, has been made or is being relied upon which is not set forth in this AGREEMENT. This AGREEMENT supercedes all prior agreements with respect to the subject matter hereof and, to the extent permitted by law, any and all CITY Ordinances, Resolutions or Personnel Rules and Regulations of CITY that have been or may be adopted. No amendment or modification to this AGREEMENT shall be effective unless such is in writing and signed by the parties. SECTION 6. EFFECT OF WAIVER/SEVERABILITY Failure by either party to insist on strict compliance with any term or condition of this AGREEMENT shall not be deemed a waiver of such term or condition, nor shall any such failure be deemed a waiver of that right at any other time. If any provision of this AGREEMENT is held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect. SECTION 7. EMPLOYEE REPRESENTATION EMPLOYEE represents that he has reviewed this AGREEMENT and has had the opportunity to consult with legal counsel of EMPLOYEE's own choosing with respect to this AGREEMENT. SECTION 8. GOVERNING LAW This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California and the venue for any legal action relating to this 3j 3846•...: AGREEMENT shall be the Superior Court of the State of California, County of Los Angeles. SECTION 9. COUNTERPARTS This AGREEMENT may be executed in counterparts, which counterparts shall constitute the AGREEMENT. IN WITNESS WHEREOF, CITY has caused this AGREEMENT to be executed on its behalf by its Mayor and duly attested by its City Clerk; and EMPLOYEE has executed this AGREEMENT on the date first written above. ATTEST: %%& 7� e% , 1 l rjTj . APPROVED AS TO FORM: Mark Hensley, City Attorney CITY: By: Kelly McDowell, ayor