Item 8.1 - Approval of Employment Agreement for the City Manager(F)
DATE:
TO:
FROM:
CONTACT:
SUBJECT:
Summary:
City of Poway
COUNCIL AGENDA REPORT
APPROVED
APPROVED AS AMENDED ❑
(SEE MINUTES)
DENIED ❑
REMOVED ❑
CONTINUED
RESOLUTION NO.
April 2, 2019
Honorable Mayor and Members of the City Council
Alan Fenstermacher, City Attorney
Alan Fenstermacher, City Attorney
afenstermacher@poway.org
Approval of Employment Agreement for the City Manager
The City Council has engaged in negotiations with Christopher Hazeltine for an
employment agreement as Poway's City Manager effective May 6, 2019, within
compensation and benefit parameters established by the City Council. These
negotiations have concluded, resulting in the attached proposed Employment Agreement
under terms and conditions comparable to market considerations in San Diego County.
Recommended Action:
It is recommended that the City Council authorize the Mayor to execute the City Manager
Employment Agreement between the City of Poway and Christopher Hazeltine, with such
changes as may be approved by the City Council and Mr. Hazeltine.
Discussion:
This report provides for the approval of an Employment Agreement (Attachment A) with
compensation and benefits for the Poway City Manager, based on market considerations
for the position of a City Manager in San Diego County. The initial base salary is $230,000
annually, with other compensation and benefits as outlined in this report. The initial term
of the Agreement is three years, from May 6, 2019 through May 6, 2022.
Mr. Hazeltine has more than 30 years of local government experience, and has served
as the Director of Parks & Recreation for the City of Carlsbad for the past eight years. In
his current role, Mr. Hazeltine is responsible for the administration and management of a
$28 -million annual operating budget, a $40 -million CIP budget, and the oversight of 56
full-time and 300+ part-time employees. Prior to his employment at the City of Carlsbad,
Mr. Hazeltine served as the Parks & Recreation Director in the City of Encinitas for seven
years.
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City Manager Employment Agreement
April 2, 2019
Page 2
In addition to standard terms and conditions of employment, the Agreement provides for
the following salary and benefits:
• Base salary: $230,000 per year.
The salary is based on the latest salary for current City Manager Tina White, whose
retirement will be effective May 2, 2019. Future increases would follow at the same
time and amount as that of other Poway management employees in the
Management/Confidential Group 1. Accordingly, the salary of the City Manager
will be at a similar market position as Poway department directors and other
management staff.
• An automobile allowance of $7,600 annually.
• The City will provide $20,000 annually in a 457 deferred -compensation plan. This
amount is subject to change in future years as set forth in the terms of the
Agreement.
• Continued participation in PERS at the same terms of other City Tier 2 PERS
members in Management/Confidential Group 1.
• Mr. Hazeltine has agreed to include the terms of a general release in the event of
termination without cause. This release is attached to the Agreement and sets
forth the terms of severance compensation, in advance.
Environmental Review:
This item is not subject to CEQA review.
Fiscal Impact:
The salary and benefits included in the proposed City Manager Employment Agreement
will result in an overall savings to the City in both salary and benefits. The annual salary
is lower than Ms. White's current salary. Additionally, Mr. Hazeltine is a Tier 2 PERS
member which has a lower retirement formula and therefore a lower cost to the City. Mr.
Hazeltine is also not eligible for the PARS supplemental retirement benefit which is a
closed program not available to new hires. Sufficient funds for the salary and benefits are
included in the approved FY 2018-19 budget.
Public Notification:
A copy of this report has been provided to Mr. Hazeltine.
Attachments:
A. City Manager Employment Agreement
Reviewed/Approved By: Revi wed By:
Wendy KAserman Afan Fenstermacher
Assistant City Manager City Attorney
2of19
Approved By:
Tina M. White
City Manager
April 2, 2019 Item #-(3.1
CITY MANAGER EMPLOYMENT AGREEMENT
Between the City of Poway, a Municipal Corporation,
and Christopher Hazeltine
1. Parties and Date
This Agreement is dated April 2, 2019, and is effective as of May 6, 2019, by and between
the City of Poway, California, a municipal corporation (the "City"), and Christopher Hazeltine, an
individual (the "City Manager").
A. The City requires the services of a City Manager.
B. The City Manager has the necessary education, experience, skills and expertise to
serve as the City's City Manager;
C. The City Council of the City (the "City Council") desires to employ the City
Manager to serve as the City Manager of City;
D. The Parties desire to execute this Agreement pursuant to the authority of and subject
to the provisions of Government Code Section 53260 et seq.; and
E. In consideration of these Recitals and the performance by the Parties of the
promises, covenants, and conditions herein contained, the Parties agree as provided in this
Agreement.
2. Employ
The City hereby employs the City Manager as its City Manager, and the City Manager
hereby accepts such employment.
3. Commitments and Understandinpas
A. The City anager's Commitments
(1) Duties & Authority
(a) The City Manager shall be the Chief Executive Officer of the City
and be responsible to the City Council for the proper administration of all affairs of the City.
(b) The City Manager shall perform all of the duties of the City Manager
as set forth in Section 2.08.070 of the Poway Municipal Code (the "Municipal Code"), the
California Government Code, and City policies and procedures approved by the City Council, as
may be provided from time to time.
(c) The City Council has designated and may also designate the City
Manager as the chief executive of other City -related legal entities. Such other legal entities include
the Poway Housing Authority; the City in its capacity of successor agency to the former
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Redevelopment Agency of the City of Poway; the City's financing authority; and its joint powers
authorities.
(d) To accomplish this, the City Manager shall have the power and be
required to:
(i) Attend all meetings of the City Council, unless excused by
the Mayor, and take part in the discussion of all matters before the City Council.
(ii) Review all agenda documents before preparing the agenda
for any regular or special meetings of the City Council.
(iii) Direct the work of all appointive City officers and
departments that are the concern and responsibility of the City Council, except those that are
directly appointed by or report directly to the City Council. The City Manager may undertake any
study or investigation that is necessary or desirable, or as directed by the City Council. The City
Manager shall endeavor to implement changes that the City Manager believes will result in greater
efficiency, economy, or improved public service in the administration of City affairs.
(iv) Recommend to the City Council adoption of such measures
as the City Manager may deem necessary or expedient for the health, safety, or welfare of the
community or for the improvement of administrative services.
(v) Consolidate or combine offices, positions, departments, or
units under the City Manager's jurisdiction. The City Manager may be the head of one or more
City departments.
(vi) Conduct research in administrative practices in order to
bring about greater efficiency and economy in City government and develop and recommend to
the City Council long-range plans to improve City operations and prepare for future City growth
and development.
(vii) Provide management training and develop leadership
qualities among department heads and staff as necessary to build a City management team that can
plan for and meet future challenges.
(viii) Exercise control of City government in emergencies as
authorized by the Municipal Code and California law.
(2) Hours of Work
(a) The City Manager is an exempt employee without set hours of work
but is expected to be available at all times and to engage in those hours of work that are necessary
to fulfill the obligations of the City Manager's position.
(b) The City Manager shall spend sufficient hours on site to perform the
City Manager's duties; however, the City Manager has discretion over the City Manager's work
schedule and work location.
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(3) Disability or inability o perform
In the event the City Manager becomes mentally or physically incapable of performing the
City Manager's functions and duties with reasonable accommodation, the City Council may apply
for disability retirement of the City Manager, pursuant to California Government Code section
21153 and any other applicable provisions of law.
B. City Commitments
(1) The City shall provide the City Manager with the compensation, incentives
and benefits, specified elsewhere in this Agreement.
(2) The City shall provide the City Manager with office space, staff, equipment,
supplies, automobile allowance, and all other facilities and services adequate for the performance
of the City Manager's duties.
(3) The City shall pay for or provide the City Manager reimbursement for all
actual business expenses. The City shall provide the City Manager a credit card to charge
appropriate and lawful business expenses.
(4) The City agrees to pay the professional dues and subscriptions on behalf of
the City Manager for participation in national, regional, state, or local associations and
organizations, as necessary and desirable for the good of the City, and for the City Manager's
continued professional participation and advancement.
(5) The City agrees to pay the travel and subsistence expenses of the City
Manager for purposes such as official functions, meetings, occasions, short courses, institutes and
seminars that are necessary for the good of the City or for the professional development of the City
Manager.
(6) The City shall provide a monthly cell phone allowance of $75 as established
by City policy.
C. City Council Commitments
(1) The City Council sets policy for the governance and administration of the
City, and it implements its policies through the City Manager.
(2) Except for the purpose of inquiry, the City Council and its members shall
deal with all subordinate City employees, officers, contractors, and consultants solely through the
City Manager or the City Manager's designee, and neither the City Council nor any member
thereof shall give orders to any subordinate of the City Manager, either publicly or privately.
(3) The City Council agrees none of its individual members will order the
appointment or removal of any person to any office or employment under the supervision and
control of the City Manager.
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(4) The City Council agrees that any criticism of a City staff member shall be
done privately through the City Manager.
(5) Neither the City Council nor any of its members shall interfere with the
execution of the powers and duties of the City Manager. The City Manager shall take orders and
instructions from the City Council only when it is sitting as a body in a lawfully held meeting.
D. Mutual Commitments
(1) Performance Evaluation
(a) The City Council recognizes that for the City Manager to respond to
its needs and to grow in the performance of the City Manager's job, the City Manager needs to
know how the City Council members evaluate the City Manager's performance. To assure that
the City Manager gets this feedback, the City Council shall conduct an evaluation of the City
Manager's performance after 6 months of employment and then annually thereafter within 45 days
of the anniversary date of the City Manager's employment, and/or when it deems necessary to
discuss any concerns or direction in performance. At the time of evaluation, the City Council may
consider performance-based salary adjustments.
(b) The City Council and City Manager shall jointly define goals and
performance objectives which they deem necessary for the proper operation of the City in the
attainment of the City Council's policy objectives and shall establish the relative priority among
the various goals and objectives.
(2) ICMA Code of Ethics
(a) The Parties acknowledge that the City Manager is committed to the
ideals of the International City/County Management Association ("ICMA"). The Parties mutually
desire that the City Manager be subject to and comply with the ICMA Code of Ethics.
(b) The City Manager commits to comply with the ICMA Code of
Ethics.
(c) The City and the City Council agree that neither the City Council
nor any of its members will give the City Manager any order, direction, or request that would
require the City Manager to violate the ICMA Code of Ethics.
4. COMPENSATION
The City agrees to provide the following compensation to the City Manager during the
term of the agreement:
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A. Compensation & Required Empllover Costs
(l) Base Salary
(a) The annual base salary for the position of City Manager shall be
$230,000. Commencing November 7, 2019, this salary will be increased at the same time and
amount as that of other Poway management employees in the Management/Confidential Group 1.
The salary of the City Manager shall be at a similar market position as Poway department directors
and other management staff.
(b) The City Manager shall be paid at the same intervals and in the same
manner as regular City employees; in the event that there are more than twenty-six pay periods in
a calendar year the periodic payments shall be adjusted accordingly so that the salary shall not
exceed any amount approved by the City Council.
(c) The City shall not at any time during the term of this Agreement
reduce the base salary, compensation or other financial benefits of the City Manager, unless as part
of a general City management salary reduction, and then in no greater percentage than the average
reduction of all City department heads.
(2) Required Employer Costs
including Medicare.
(a) Federal Insurance Contributions Act (FICA) (if applicable),
(b) Unemployment Compensation.
(c) Public Employees Retirement System (PERS)
The City contracts with the California Public Employees'
Retirement System for retirement benefits. The City will pay the City's share, and the City
Manager shall pay the employee's share (e.g., 7%), for participation in PERS as a Tier 2 classic
member.
Manager.
Section 7(F) below.
(d) The cost of any fidelity or other bonds required by law for the City
(e) The cost to defend and indemnify the City Manager as provided in
(f) Workers' Compensation.
B. Basic Benefits
(1) Holidays
The City Manager is entitled to those paid holidays in accordance with the provisions of
the Salary and Benefit Plan for the Management Confidential Group 1.
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(2) Leave Allowance
The City Manager shall receive the same vacation, executive and sick leave accrual and
benefits as provided to the Group 1 Management class of City employees, based on tenure
commencing with an accrual rate of 199.21 vacation hours per year, up to a maximum of 200% of
one year's eligibility, commensurate with his years of service in local government. The City
Manager shall be paid for any unused accrued vacation upon either voluntary or involuntary
termination of employment. Upon the effective date of this agreement, the City Manager shall be
granted a vacation balance of 40 hours.
(3) Automobile
The City Manager shall be provided a monthly automobile allowance of $633.33 ($7,600
annually) in exchange for making a vehicle available for the City Manager's own use and for City -
related business and/or functions during, before and after normal work hours. The City Manager
is not precluded from using City vehicles for City business during, before, and after the normal
workday on occasion, when appropriate.
(4) Benefits that Accrue to Other Employees
The City Manager shall be entitled to all benefits, rights, and privileges accorded to non-
public safety City Department Directors except as otherwise provided in this Agreement. If there
is any conflict between this Agreement and any resolution fixing compensation and benefits for
non-- public safety City Executive Management employees or other non-- classified employees,
this Agreement shall control.
SECURITY
A. Pensions
(I) Public Employees Retirement System (PERS)
For the purposes of PERS reporting, the City shall incorporate into the reported base pay
as compensation earnable, but only to the extent, if any, that PERS will consider it to be
compensation earnable, the Section 4.A(l) base pay. City Manager is a Tier 2 classic member of
CalPERS ("PERS"), and as such, City Manager is obligated to contribute to PERS at the same
level as all other classic PERS members in the City's Management/Confidential Group 1, which
is currently 8% of base salary.
(2) Pre -Retirement Optional Settlement 2W Death Benefit
This benefit will be provided by the City.
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(3) Deferred Compensation
(a) Section 457 Plan
The City will make, in equal proportionate amounts each pay period, a pro -rated total
annual contribution of $20,000 into a qualified Section 457 Plan from one of the City approved
plans as selected by the City Manager, $19,000 of which shall be pursuant to the generally
applicable annual limit, and the remaining $1,000 as an age 50 or older "catch up" contribution.
Amounts contributed under this section shall be to the benefit of the City Manager in accordance
with the Deferred Compensation Plan participation agreement.
(b) Internal Revenue Code Compliance
All provisions of this Section 5(A) are subject to the provisions and limitations of the
Internal Revenue Code and its related regulations as amended from time to time. No requirement
of any provision of this Section 5(A) shall be effective if it would violate any provision of the
Internal Revenue Code or its related regulations.
B. Insurance
(1) Disability Insurance
Short and Long -Term Insurance is provided.
6. SEPARATION
A. Resimation/Retirement
The City Manager may resign at any time and agrees to give the City at least 45 days'
advance written notice of the effective date of the City Manager's resignation, unless the Parties
otherwise agree in writing. If the City Manager retires from full time public service with the City,
the City Manager may provide six months' advance notice. The City Manager's actual retirement
date will be mutually established.
B. Termination & Removal
(1) Manager is an at -will employee serving at the pleasure of the City Council
as provided in Government Code Section 36506.
(2) The City Council may remove the City Manager at any time, either with or
without cause, by a majority vote of its members at a noticed and conducted meeting of the City
Council. Notice of termination shall be provided to the City Manager in writing. The City Council
may also elect not to renew this Agreement. Notice of nonrenewal shall also be provided to the
City Manager in writing. The City Council understands that termination or nonrenewal of
employment without cause could result in an adverse financial impact not completely mitigated
by any severance compensation as provided in this Agreement. Therefore, the City Council agrees
that if termination or nonrenewal is made without cause it shall provide not less than 180 days'
notice of termination or nonrenewal to the City Manager. If the City Manager resigns after
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receiving notice of termination, the resignation shall be considered "involuntary" as described in
Section 6(0) of this Agreement. Termination as used in this section shall also include a request
that the City Manager resign, a reduction in salary or other financial benefits of the City Manager
(excluding a general City Management salary reduction), a material reduction in the powers and
authority of the City Manager, or the elimination of the City Manager's position. Any such notice
of termination or act constituting termination shall be given at or effectuated at a duly noticed and
conducted meeting of the City Council.
(3) As provided in Municipal Code Section 2.08.090, the City Manager shall
not be terminated during the 90 -day period following any City election for membership on the City
Council.
C. Severance Pay
(1) In the event the City Manager is terminated by the City Council during such
time that the City Manager is willing and able to perform the City Manager's duties under this
Agreement, and the City Manager signs, delivers to the City Council and does not revoke, the
General Release Agreement in the form attached hereto as Exhibit A (the "Release"), the City shall
pay the City Manager a lump sum cash payment equal to the lesser of (a) the actual number of
months' salary remaining on the current term of employment and the cash equivalent of health
(medical, dental and vision) benefits for that same period, or (b) twelve (12) months' base salary
and cash equivalent of health (medical, dental and vision) benefits then in effect as provided in
Section 4(A) above. Such severance compensation is expressly contingent on the execution,
delivery, and non -revocation of the Release. It is the intention of the parties that this paragraph
complies with the requirements of Government Code Section 53260 et seq. In the event of any
conflict between this provision and those code sections, the terms of those code sections shall
govern the contractual relationship between the employer and employee.
(2) In addition, the City shall extend to the City Manager the right to continue
health insurance as may be required by and pursuant to the terms and conditions of the
Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA).
(3) In the event the City refuses, following written notice of non-compliance,
to comply with any provision in this Employment Agreement benefiting the City Manager, or the
City Manager resigns following a suggestion, whether formal or informal, by a majority of the
City Council that the City Manager resign, then, in that event, the City Manager may, at the City
Manager's option, be deemed to be "terminated" as of the date of such refusal to comply or
suggestion to resign and this severance pay provision shall be actuated.
(4) All payments required under this Section 6 are subject to and shall be
interpreted to comply with the limitations set forth in Government Code Section 53260.
(5) This section does not apply to the decision of the City Council not to renew
the City Manager's term upon its expiration.
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D. Involuntary Resignation
(1) In the event that the City Council formally or a majority of the City Council
informally asks the City Manager to resign, then the City Manager shall be entitled to resign and
still receive the severance benefits provided in Section 6(C) above.
(2) The City Manager has relied upon the provisions of the Municipal Code
upon entering into this Agreement, as it pertains to the City Manager's role, powers, duties,
authority, responsibilities, compensation, and benefits. In the event the City Council adds, deletes
or amends the Municipal Code without the consent of the City Manager, and such addition,
deletion or amendment is inconsistent with the terms of this Agreement and the City Manager's
role, powers, duties, authority, responsibilities, compensation and benefits as currently provided,
then the City Manager shall have the right, at the City Manager's sole option, to give the City
Council notice that such amendment(s) constitute a request by the City Council for the City
Manager's involuntary resignation.
(3) Upon receipt of such notice the City Council shall have thirty days in which
to do one of the following: (a) rescind the amendment(s); (b) renegotiate this Agreement to the
City Manager's satisfaction; (c) confirm that the City Manager is being asked to involuntarily
resign; or (d) take no action. In the event that either (c) or (d) occurs, or the City is unable to
accomplish (b), then the City Manager is entitled to resign and still receive the severance benefits
provided in Section 6(C) above.
E. Separation for Cause
(1) Notwithstanding the provisions of Section 6(C), the City Manager may be
terminated for cause. As used in this section, "cause" shall mean only one or more the following:
(a) Conviction of, or no contest plea to, a felony;
(b) Conviction of, or no contest plea to, any illegal act involving moral
turpitude or personal gain;
(c) Continued abuse of non-prescription drugs or alcohol that materially
affects the performance of the Manager's duties;
(d) Any act constituting a knowing and intentional violation of the
City's conflict of interest code; or
(e) Repeated and protracted unexcused absences from the City
Manager's office and duties;
(2) In the event the City terminates the City Manager for cause, then the City
may terminate this Agreement immediately, and the City Manager shall be entitled to only the
compensation accrued up to the date of termination, payments required by Section 6(F) below, and
such other termination of benefits and payments as may be required by law. The City Manager
shall not be entitled to any severance benefits provided by Section 6(C).
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(3) If the City Manager is terminated for cause, and "cause" meets the definition
of "abuse of office or position," as defined in Government Code section 53243.4, the provisions
of Government Code sections 53243 through 53243.4 shall apply and prevail over any contrary
terms and conditions of this Agreement.
F. Payment for Unused Leave Balance
(1) On separation from City employment, the City Manager shall be paid for
unused accrued leave allowances provided in Section 4(B)(2) above in accordance with the current
salary and benefits plan for Management/Confidential Group 1 employees. Accumulated leave
balances shall be paid at the City Manager's monthly base salary rate at the effective date of
separation.
(2) In the event the City Manager dies while employed by the City under this
Agreement, the City Manager's beneficiaries or those entitled to the City Manager's estate, shall
be entitled to the City Manager's earned salary, and any in -lieu payments for accrued benefits,
including compensation for the value of all accrued leave balances.
G. Joint Statements of Separation
In the event of resignation or retirement of the City Manager, termination by the City (with
or without cause), or other separation of employment as described in the Section 6, the City and
the City Manager agree that neither any member of the City Council, or the City's management
staff, nor the City Manager, shall make any written, oral or electronic statement to any member of
the public, the press, or any City employee concerning the City Manager's termination or
separation, except in the form of a Joint press release or statement, the contents of which is
mutually agreeable to both the City and the City Manager. The joint press release or statement
shall not contain any text or information that is disparaging to either Party. Either Party may
verbally repeat the substance of this Section 6(G), and the joint press release or statement, in
response to any inquiry.
7. MISCELLANEOUS PROVISIONS
A. Term
The initial term of this Agreement shall be for a period of thirty-six (36) months beginning
12:00 a.m. May 6, 2019 and continuing until 12:00 a.m. May 6, 2022 (the "initial Termination
Date").
B. Subsequent Terms
Unless the City gives the City Manager written notice of non -renewal at least 180 days
prior to the initial Termination Date or the termination date of any Renewal Term (as hereinafter
defined) this Agreement may be renewed by the parties for one or more additional terms of up to
three (3) years each, each renewal term to be reflected by a written amendment signed by the
parties. If the parties cannot mutually agree to the term of any renewal this Agreement shall
continue in effect for automatic renewals of one (1) year each (whether renewed by amendment or
renewed by operation of this Section each, a "Renewal Term").
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C. Provisions that Survive Termination
Many sections of this Agreement are intended by their terms to survive the City Manager's
termination of employment with the City, including but limited to Sections 6 and 7(E). These
sections, and the others so intended, shall survive termination of employment and termination of
this Agreement.
D. Amendments
This Agreement may be amended at any time by mutual agreement of the City and the City
Manager. Any amendments are to be negotiated, put in writing, and adopted by the City Council.
E. Conflict of Interest
(1) The City Manager shall not engage in any business or transaction or have a
financial or other personal interest or association, direct or indirect, which is in conflict with the
proper discharge of official duties or would tend to impair independence of judgment or action in
the performance of official duties.
(2) The City Manager shall also be subject to the conflict of interest provisions
of the California Government Code and any conflict of interest code applicable to the City
Manager's City employment.
(3) The City Manager is responsible for submitting to the City Clerk the
appropriate Conflict of Interest Statements at the time of appointment, annually thereafter, and at
the time of separation from the position.
F. Indemnification
(1) To the full extent of the law, the City shall defend and indemnify the City
Manager, in his capacity as City Manager, and as the chief executive of other City -related legal
entities as provided in Section 3(A)(1)(c) above, against and for all losses sustained by the City
Manager in direct consequences of the discharge of the City Manager's duties on the City's behalf
for the period of the City Manager's employment, save and except those losses sustained as a result
of the willful act or omission of the City Manager, including any "abuse of office or position," as
described in Section 6(E)(3) of this Agreement.
(2) The City shall defend, save harmless and indemnify the City Manager
against any tort, professional liability claim, or demand or other legal action, whether groundless
or otherwise, arising out of an alleged act or omission occurring in the performance of the City
Manager's duties as City Manager. The City may compromise and settle any such claim or suit
and pay the amount of any settlement or judgment rendered thereon.
(3) Whenever the City Manager shall be sued for damages arising out of the
performance of the City Manager's duties, the City shall provide defense counsel for the City
Manager in such suit and indemnify the City Manager from any judgment rendered against the
City Manager; provided that such indemnity shall not extend to any judgment for damages arising
out of any willful wrongdoing. This indemnification shall extend beyond termination of
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employment and the otherwise expiration of this Agreement to provide protection for any such
acts undertaken or committed in the City Manager's capacity as City Manager, regardless of
whether the notice of filing of a lawsuit occurs during or following employment with the City.
This indemnity provision shall survive the termination of the Agreement and is in addition to any
other rights or remedies that the City Manager may have under the law.
(4) The City and all parties claiming under or through it, hereby waives all
rights of subrogation and contribution against the City Manager, while acting within the scope of
the City Manager's duties , from all claims, losses and liabilities arising out of or incident to
activities or operations performed by or on behalf of the City or any party affiliated with or
otherwise claiming under or through it, regardless of any prior, concurrent, or subsequent active
or passive negligence by the City Manager.
G. Severability
If any clause, sentence, part, section, or portion of this Agreement is found by a court of
competent jurisdiction to be illegal or unenforceable, such clause, sentence, part, section, or
portion so found shall be regarded as though it were not part of this Agreement and the remaining
parts of this Agreement shall be fully binding and enforceable by the Parties hereto.
H. Laws Affecting Title
In addition to those laws affecting a City Manager, the City Manager shall have the same
powers, rights and responsibilities as a Chief Executive Officer, City Administrative Officer,
Administrator, and City Administrator as those terms are used in local, state or federal laws.
Jurisdiction and Venue
This Contract shall be construed in accordance with the laws of the State of California, and
the Parties agree that venue shall be in San Diego County, California, notwithstanding any
conflicting provisions of the California Code of Civil Procedure.
J. Provisions of Govemment Code Section 53243.4
(1) In the event that the City provides paid leave to City Manager pending an
investigation of a crime involving abuse of his office or position covered by Government Code
section 53243.4, and should that investigation lead to either a criminal conviction or a civil or
administrative penalty by the FPPC or any similarly authorized agency, City Manager shall fully
reimburse the City for any salary provided for that purpose.
(2) In the event that the City provides funds for the legal criminal defense of
City Manager pending an investigation of a crime involving abuse of his office or position covered
by Government Code section 53243.4, and should that investigation lead to either a criminal
conviction or a civil or administrative penalty by the FPPC or any similarly authorized agency,
City Manager shall fully reimburse the City for any funds provided for that purpose.
(3) In the event that the City provides City Manager with severance, or any
other type of cash settlement related to the termination of City Manager, and City Manager
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subsequently is convicted of a crime, or subjected to civil or administrative penalties, resulting
from abuse of his office or position covered by Government Code section 53243.4, City Manager
shall fully reimburse the City for any such severance or cash settlement.
K. Entire Agreement
This Contract represents the entire agreement of the Parties, and no representations have
been made or relied upon except as set forth herein. This Contract may be amended or modified
only by a written, fully executed agreement of the Parties.
16 of 19 April 2, 2019 Item #-e), 1
IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and
year first above written.
CITY OF POWAY CITY MANAGER
Steve Vaus, Mayor Christopher Hazeltine
ATTEST:
Faviola Medina, City Clerk
APPROVED AS TO FORM:
Alan Fenstermacher, City Attorney
16 of 19 April 2, 2019 Item #
GENERAL RELEASE AGREEMENT
This General Release Agreement ("Release Agreement") is entered into by and between
CHRISTOPHER HAZELTINE ("Manager") and CITY OF POWAY, a general law city and
municipal corporation ("City"), in light of the following facts:
A. Manager and City have previously entered into that certain City Manager
Employment Agreement Between the City of Poway, a Municipal Corporation, and Christopher
Hazeltine, dated April 2, 2019 (the "Employment Agreement"), setting forth the terms and
conditions of City's employment of Manager as its City Manager.
B. As part of the consideration in the Employment Agreement the parties agreed to the
terms and conditions of this Release Agreement in the event that Manager's employment with City
was terminated under certain circumstances.
C. Manager's employment with City concluded on _
D. Certain disputes have arisen between City and Manager.
E. City and Manager each deny any liability whatsoever to the other.
F. City and Manager wish to fully and finally resolve any and all disputes they may
have with each other.
G. Manager is hereby informed that he has twenty-one (21) days from receipt of this
Agreement to consider it. City hereby advises Manager to consult with his legal counsel before
signing this Agreement.
H. Manager acknowledges that for a period of seven (7) days following the signing of
this Agreement ("Revocation Period"), he may revoke the Agreement. This Agreement shall not
become effective or enforceable until the day the Revocation Period has expired.
1. Manager acknowledges that the Salary Payment referenced in paragraph 1 of this
Agreement represents all compensation, including salary, accrued benefit balances and reimbursed
expenses, due and payable to him through the date of employment termination (the "Salary
Payment"). Manager also acknowledges that City has made this Salary Payment without regard
to whether he signs this Agreement. The Salary Payment does not constitute consideration for this
Agreement.
FOR GOOD AND VALUABLE CONSIDERATION, INCLUDING THE
COVENANTS CONTAINED HEREIN, MANAGER AND CITY HEREBY AGREE AS
FOLLOWS:
1. Receipt of Salary Payment. Manager hereby acknowledges receipt of a check or
checks for all compensation owing to him, including salary, accrued benefit balances and
reimbursed expenses ("Salary Payment") from City.
17 of 19 Exhibit A April 2, 2019 Item # V Al
2. Severance, Within seven (7) days following Manager's signing and delivering this
Release Agreement to the City, and provided that Manager has not revoked this Release
Agreement during the Revocation Period, City shall pay Manager the gross amount provided for
in Section 6(C) of the Employment Agreement (the "Severance"), less applicable deductions.
Manager acknowledges that the Severance is in addition to all amounts earned by Manager, and
due and owing him as a result of his employment by City, including the Salary Payment.
3. General Release. In consideration of the Severance to be paid and provided to
Manager, and other good and valuable consideration, Manager hereby releases and discharges City
and its past and present elected and appointed officers, officials, employees, representatives and
agents, from all rights, claims, causes of action, and damages, both known and unknown, in law
or in equity, concerning and/or arising out of his employment by City which he now has, or ever
had, including but not limited to any rights, claims, causes of action or damages arising under
Title VII of the Civil Rights Act of 1964, the Vocational Rehabilitation Act of 1973, the Employee
Retirement Income Security Act, the Americans with Disabilities Act, the Age Discrimination in
Employment Act, the Older Workers Benefits Protection Act, the Family and Medical Leave Act
of 1993, the Domestic Partners Act of 2003, the California Labor Code, the Private Attorneys
General Act of 2004, the California Moore -Brown -Robert Family Rights Act, the California Unruh
Civil Rights Act, the California Fair Employment and Housing Act, any other federal, state, or
local employment practice legislation, or any federal or state common law, including wrongful
discharge, breach of express or implied contract, or breach of public policy.
Manager hereby waives and relinquishes all rights and benefits afforded by section 1542
of the Civil Code of California. Manager understands and acknowledges the significance and
consequences of this specific waiver of section 1542. Section 1542 of the Civil Code of California
states as follows:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor."
Notwithstanding the provisions of section 1542, and for the purpose of implementing a full
and complete release and discharge of City and its past and present elected and appointed officers,
officials, employees, representatives and agents, Manager expressly acknowledges that this
General Release is intended to include in its effect, without limitation, all claims which he does
not know or suspect to exist in his favor.
Manager further acknowledges that he has read this General Release and that he
understands that this is a general release, and that he intends to be legally bound by the same.
18 of 19 Exhibit A April 2, 2019 Item #B—IL
4. Fees and Costs.
this Release Agreement, the
attorneys' fees and costs.
Dated:
CITY OF POWAY
Steve Vaus, Mayor
ATTEST:
Faviola Medina, City Clerk
APPROVED AS TO FORM:
Manager and City agree that in the event of litigation relating to
prevailing party shall be entitled to recover his/its reasonable
Alan Fenstermacher, City Attorney
CITY MANAGER
Christopher Hazeltine
19 of 19 Exhibit A April 2, 2019 Item # 16,1