9 0

CITY MANAGER

EMPLOYMENT AGREEMENT

BETWEEN THE CITY OF ROSEMEAD

AND
JEFFRY B ALLRED

ThisEmployment Agreement the Agreement is made and entered into effective May
12 City of Rosemead California a municipal corporation the
2009 by and between the

City and Jeffry B Allred an individual the City Manager The City and the City
Manager are sometimes individually referred to as a Party and collectively as Parties

1 RECITALS

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 desires to employ the City Manager to serve as the

City Manager of City

d The City Council ofthe City desires to provide certain benefits establish certain
conditions of employment and to set working conditions of City Manager

e The City Manager desires to accept at

will employment as
City Manager of City

f In consideration of these Recitals and the performance by the Parties ofthe

promises covenants and conditions herein contained the Parties

agree as

provided in this Agreement

2 EMPLOYMENT

The City hereby employs the City Manager as its City Manager and the City Manager
hereby accepts such employment

a Period ofEmployment

i Employee shall following the assumption of the office of City Manager

on June 15 2009 remain in the exclusive employ of the City for an

indefinite subject to the provisions contained in this Agreement and

term

the Rosemead Municipal Code concerning separation from service

Employee agrees not to accept nor to become employed by any other
employer until said termination date unless said termination date is
effected as hereinafter provided

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 b Medical Exam
Fitness For Duty

Prior to assuming the office of City Manager on June 15 2009 the City Manager
shall successfully complete a nledical
fitness for duty exam the cost of which will
be paid for by the City

3 COMPENSATION

The City provide

agrees to the following compensation to the City Manager during the
term of the Agreement

a Compensation

i Base Salary

1 The annual
salary for the position of City Manager shall initially
be 00
000
175

2 The City Manager shall be paid at the same intervals and in the
same manner as regular City employees

3 The s salary shall be increased

City Manager commensurate with

the percentage increase approved by the City Council for other

City Department Heads

ii Performance Evaluation

The City Council will review and evaluate the performance of the City
Manager from time to time Failure of the City Council to provide a
s ability to terminate this
performance evaluation shall not limit the City
Agreement pursuant to the terns set forth herein

b Bonding

TheCity shall bear the full cost of any fidelity or other bonds required of the City
Manager under any law or ordinance

c Benefits

The City Manager shall receive the benefits set forth and attached hereto as
Exhibit A the City of Rosemead Benefits Summary Executive Management
Team Members which may be modified from time to time at the discretion of the

City Council

2 oil I
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d Reimbursement

The City shall reimburse the for reasonable and necessary travel
City Manager
subsistence and other business expenses incurred by the City Manager in the
performance of his duties

4 SEPARATION

a Retirement
Resignation

The City Manager may resign give the City at

at any time and agrees to least 45

days advance written notice of the effective date ofthe City Manager
s
resignation unless the Parties otherwise agree in writing

b Termination Removal

i The City Manager is an will employee and

at serves at the pleasure of the
City Council

ii Except as is provided 4
i
b iibelow the City Council may
in section
remove the City Manager at any time with or without cause by a majority

vote ofits members Notice oftermination shall be provided to the City

Manager in writing Termination as used in this agreement shall also

include requests that the City Manager resign a reduction in salary or
other financial benefits ofthe City Manager including 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 oftermination or act constituting termination
shall be given at or effectuated at a duly noticed regular meeting of the

City Council

iii In accordance with section 060

08of the
2 City of Rosemead Municipal
Code as may be modified from time to time the City Manager shall not
be removed from office during or within a period of ninety 90 days next

succeeding any general municipal election held in the City at which

election a member of the City Council is elected the purpose ofthis

provision is to allow any newly elected member of the City Council or a

reorganized City Council to observe the actions and ability of the City
Manager in the performance ofthe powers and duties of his or her office

iv Given the at
will nature of the position of City Manager
important an

element ofthe pertains to termination It is in

employment agreement
both the City
s interest and that of the City Manager that any separation of
the City Manager is done in a businesslike manner

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c Severance Pay

i 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
s duties under this Agreement then in that event the City agrees
Manager
to continue to compensate the City Manager at his then current rate of pay
as severance pay for a total of six months including all benefits and

accrued leaves

ii Commencing on June 15 2010 the City Manager shall accrue an

additional 1 month of severance pay and an additional one 1

one

month of severance pay every June 15 thereafter up to a total of nine 9

months of severance pay

d Separation for Cause

i Notwithstanding the provisions c of Section

4 the City Manager may be
terminated for cause As used in this
section cause shall include but not
be limited to the following theft or attempted theft dishonesty willful or

persistent material breach of City Manager

s duties repeated and
protracted unexcused absences from the City Manager
s office engaging
in unlawful discrimination or harassment of employees or any third party
while on City premises or time conviction of a felony and engaging in
conduct tending to bring embarrassment or disrepute to the City

ii In the event the City tenninates the City Manager for cause except as set
iii above the City may terminate this Agreement
forth in section 4
b
immediately and the City Manager shall be entitled to only the
compensation accrued up to the date of termination payments required by
Section 4e below and such other termination benefits and payments as
may be required by law In this circumstance the City Manager shall not
be entitled to any severance benefits provided by Section 4
c

e Payment for Unused Leave Balance

i On separation from
City employment the City Manager shall be paid for
all unused accrued leave allowances provided in Exhibit A in accordance
with City policy or as required by law

ii In the event the City Manager dies while employed by the City under this
s beneficiaries or those entitled to the City
Agreement the City Manager
s
Manager estate shall s earned salary and
be entitled to the City Manager
lieu payments for accrued benefits including compensation for the
any in
value of all accrued leave balances provided in Exhibit A in accordance
with City policy or as required by law

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5 DUTIES AND RESPONSIBILITIES

a Duties Authority

i 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 The City Manager shall also serve as the chief executive
officer of the Rosemead Community Development Commission and ofthe
Rosemead Housing Authority unless the boards of such entities shall
select other personnel for such duties City Manager agrees that the salary

and benefits provided pursuant to this Agreement represents the full

compensation to be paid to City Manager for performance of all duties as
the City
s City Manager as well as for performance ofall duties required
of the chiefexecutive officer of the above identified entities

ii The City Manager shall perform all of the duties of the City Manager as

set forth in Section 2

08 of the Rosemead Municipal Code and as may be
modified from time time
to the California Government Code and City
policies and procedures approved by the City Council as may be provided
from time to time

b ICMA Code of Ethics

i The Partiesacknowledge that the City Manager is a member of the

InternationalCity Management Association ICMA The Parties
mutually desire that the City Manager be subject to and comply with the
ICMA Code of Ethics Exhibit B

ii The City Manager commits to comply with the ICMA Code of Ethics

6 MISCELLANEOUS PROVISIONS

a Amendments

ThisAgreement may be amended at any time by mutual agreement ofthe City

and theCity Manager Any amendments are to be negotiated put in writing and
adopted by the City Council

b Conflict of Interest

i The City Manager shall not engage in any business or transaction or shall
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 Personal as distinguished from financial interest includes
interest from blood
an arising marriage relationships or close business
or

personal or political associations This section shall not serve to prohibit

independent acts or other forms of enterprise during those hours not

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 covered by active City employment providing such acts do not constitute
a conflict of interest as defined herein

ii 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

iii The Manager

City 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

c Proprietary Information

Proprietary Information is all information and any idea

pertaining in any
manner to the business of Cityor City affiliate
any its
employees clients
consultants or business associates which was produced by any employee of City
in the course ofhis or her employment or otherwise produced or acquired by or
on behalf of City Proprietary Information shall include without limitation trade
secrets product ideas inventions processes formulae data know how software
and other computer programs copyrightable material marketing plans strategies

sales financial reports forecasts and customer lists All Proprietary Information
s organization and all Proprietary
not generally known outside of City
Information so known only through improper means shall be deemed
Confidential Information During his employment by City City Manager shall
use Proprietary Information and shall disclose Confidential Information only for

the benefit of City and as is or may be necessary to perform his job

responsibilities under this Agreement Following termination City Manager shall

not use any Proprietary Information and shall not disclose any Confidential

Information except with the express written consent of City City Manager
s
obligations under this Section shall survive the termination ofhis employment
and the expiration ofthis Agreement

d Indemnification

Subjectto in accordance with and to the extent provided by the California Tort
Claims Act Government Code Section 810 et seq the City will indemnify

defend and hold the City Manager harmless from and against any action
demand suit monetary judgment or other legal or administrative proceeding and

any liability injury loss or other damages arising out of any act or omission

s tenure as City Manager

occurring during City Manager

e Sevcrability

If any clause section or portion of this Agreement is found by a

sentence part
court of competent jurisdiction or arbitrator to be invalid illegal void 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

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f 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 or City Administrator as those terms
are used in local state or federal laws

g Jurisdiction and Venue

This Agreement shall be governed by and construed in accordance with the laws
of the State of California and the Parties agree that venue shall be proper only in
Los Angeles County State of California

h Integration

This Agreement final complete and exclusive statement of

is intended to be the
the terms of the City sManager employment by City This Agreement
supersedes all other prior and contemporaneous agreements and statements
whether written or
oral express or implied pertaining in any manner to the
employment of City Manager and it may not be contradicted by evidence of any
prior or contemporaneous statements or agreements This Agreement represents
the entire agreement of the Parties and no representations have been made or
relied upon except as set forth herein

i Notice

All notices requests demands and other communications under this Agreement
shall be in writing and shall be effective upon delivery by hand or three 3
business days after deposit in the United States mail postage prepaid certified or
registered and addressed to City at the address below and or at the last known
address maintained in the City Manager
s personnel file City Manager agrees to
notify City in writing of any change in his address during his employment with
City Notice of change ofaddress shall be effective only when accomplished in
accordance with this Section

1 If to the City

Rosemead City Hall

8838 East Valley Boulevard

Rosemead CA 91770
ATTN Mayor City Council

2 If to the City Manager

Jeffry B Allred

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LA 1917
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 0 Assi mgWent

City Manager shall not assign any rights or obligations under this Agreement
City may upon prior written notice to City Manager assign its rights and
obligations hereunder

k s
Attorney Fees

In any legal action arbitration or other proceeding brought to enforce or interpret

the terms of this Agreement the prevailing party shall be entitled to recover
reasonable attorneys fees and costs

1 Interpretation

This Agreement shall be construed whole according to its fair meaning and
as a

not in favor ofor against any Party By way of example and not in limitation this
Agreement shall not be construed in favor of the Party receiving a benefit nor
against the party responsible for any particular language in this Agreement
Captions areused for reference purposes only and should be ignored in the
interpretation of the Agreement This Agreement may be altered amended or

modified only by an instrument in writing executed by the City Council and City
Manager and by no other means Each Party waives their future right to claim
contest or assert that this Agreement was modified cancelled
superseded or
changed by any oral agreement course of conduct waiver or estoppel

m Acknowledgment

City Manager acknowledges that he has had the opportunity to consult legal
counsel in regard to this Agreement that he has read and understands this

Agreement that he is fully aware of its legal effect and that he has entered into
freely and voluntarily and based on his own judgment and not on any
representations or promises other than those contained in this Agreement

continued on next page

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EXECUTION

IN WITNESS WHEREOF the Parties have executed this Agreement as ofthe date
first indicated above

City City Manager

CITY OF ROSEMEAD Jeffry B Allred

A Municipal Corporation An Individual

By
G
Margar Clark
z4omu
Je y B 1 re

Mayor 7

ATTEST

By
oria Molleda

City Clerk

APPROVED AS TO FORM

By
os
A
4
Mont
Interim City Attorney

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 EXHIBIT A

CITY OF ROSEMEAD
BENEFITS SUMMARY EXECUTIVE MANAGEMENT TEAM MEMBERS

PE
RETIREMENT RS
8Team member share paid by City WELLNESS PROGRAM FISCAL YEAR
7OO 55 formula
2 The City will reimburse team members up to 500
fiscal
Single highest year calculation year towards the cost of engaging in a approved
pre
PARS Retirement Supplement that can enhance the wellness program
retirement benefit to 3C 55 after 20 years
For eligible team members Team member and

spouse retiree medical benefits until Medicare Team members are

eligible for tuition reimbursement of
eligible up to 0
5 00 year Classes must be job related
fiscal
Sick Leave Credit and approved by the City Managers Office

SICK LEAVE HEALTH DENTAL VISION PLANS

Accruable 62 hour per pay period
4 Benefit allowance of month
600
1
120 hours of sick leave year New team members PERS Medical Plans
can bring up to 200 hours of sick leave provided that Ameritas Dental Man
your former employer did not compensate you for VSP Vision Plan for team member and dependents
those accruals
Any unused balance can be taken
cash back as
Team members may begin taking accrued sick leave
applied to a deferred compensation plan or used to
after 30 days of employment pay for other city sponsored plans

ADMINISTRATIVE LEAVE LIFE INSURANCE

Up to 80 tours per year Buyback up to 50 when 000
100
50 used
SHORT TERM DISABILITY
VACATION month
8
1
25 48
100 160 hours of annual vacation accrual day wait period
15
depending on years of service with vacation

buyback program LONG TERM DISABILITY

Team members may begin taking accrued vacation 0
8
10000 until age 65
month in an injury
after six months on the job day wait period
90

Years of Service Hours Per Year DEFERRED COMPENSATION

1 100 Income may be deferred through plan with ICMA The
213 140 City will contribute a percentage of team members
14 160 salary to a deferred compensation account based on

years of service in Rosemead

HOLIDAYS 9 Days
New Years Day TEAM MEMBER ASSISTANCE PROGRAM

Martin Luther King Jr Magellan Health health wellness assistance

Presidents Day
Memorial Day CREDIT UNION
BANK
Independence Day F A Federal Credit Union or Bank of the West
Labor Day
s
Veteran Day COMPUTER LOAN PROGRAM

Thanksgiving Day The City will finance a minimum of 500 and a

Christmas Day maximum of 2 000 per eligible team member at 0
Interest
FLOATING HOLIDAYS 2 Days
2 Floating Hohdays per calendar year

LIFE BALANCE
WORK
10 work schedule
4

CAR ALLOWANCE

800 per month or city vehicle

25
3
09

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EXHIBIT B

ICMA Code Of Ethics

The ICMA Code of Ethics was adopted by theICMA membership in 1926 end mast

recently amended by the membership In May 1998

The rrassim of ICMA is or cattle eahroe In coal gmuanx by dwabptg and foslanng pvlessiaal crzl
omda To knjer bas nusun vtah premplas as eetoreed by Pe Rhea of
g rc
meregeneM Iv
Prnomtm Nall govern tlta corvAet olswry marbef at ICMA who shall

1 Bdedaread Ire rornoaps of eflodW and

b 7 Rehm from all ac wHah
loltlml tes
oadslTra In
darwatlc kcal gunatmeM tH respaeble udavbe Viola pofesdmal
reacted dfciare ad below dK Pmfeeaiarel edmracbatas Retrain Irmo podatpalkn in iM

garc21 fmragemM Is e
add to tin electron a tia martins d ti wrSbybg
eaievarea dtlaa obJ
ae IagsrelAa tmy

d dty conontolly to rebte

Z Affirm de
dgnty and worth of tire aervles e Marc o
ktp
marbeh paaasdtoai eblby and to Qvebc
renderedby ga enerent and ourmb n a
of aGamaln 11ra a
vudieacaAa and practical sbGerda
ra tlaoompesrn In tee

or bcal grvcnmea aaats and a deep murugcrtcri hrd nrgom

acraa a social rapowbaty w a euafad

9 Karq thecaned N Homed an curl

Ptf Fit
tt
gawa allaft errauage cornaudcaNm
68re arnrarard between abara and al kcal
1 nadedknRa rode de go ernnea
tegrily
raU ar and d pot
rsord
ft ape Ibas arptarce Idemly and caapaa
a
h adlet gel be nviniter
may mdthe m 4ca to the PG erd acct to Irma tie

rndi
and confidence of
ir ft dwADd o

oaf engAvyeea coda

olftcieb aW aloorePre
of e1M

pola
Ow gtalty and Image of ptbevrtx

ImeWal arty efayoarhrefa m potussinral

4 Roroghae t t be Chef ftnclbn d col respora bilbe bakving Ina rrcmber slmN
times IS to saw ea bal ba free to ony vac omcal whoka wKhow
g errtnett al ul
htarnre of eh ache loops ideiferr Wlar xch
potent 411mt

okoddrabpn on ba basis of p1noric and

f
to ahated
G 6tbrnl pop prowoac armals
pro Ilan win slats and
de Wm a an rna a 11 H le at nWlem d penaarl on ate one
of
airy m a Oes a M aaMrg deckcns and of mad so that r Jrnsakvlertialdy
erd
eabho mmrsaaly goae and upheld and grcyn a rtraMfe rkxmw padzHrg b
bmmt tool greamrent Pad soaped
m Appor6namte Pay m1ramaas iawnaw 4

ty Circled officials aoddactflm

e Romwieo that elected repesentow aft 12 eek no favor believe Tat mnx
u al

peape are entitled to tie aadl Ia the a

g nmlzem or prof eeaaed by
mtritia at of lmw puwnlaenl pollcics avtacntieliduoretton of by of ne d o

neapondadN for foray caatbn reds With ha 5rm 4 dshO

rrrmtsrs

16 a 15
Page

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 AGREEMENT FOR PROFESSIONAL SERVICES

This AGREEMENT FOR PROFESSIONAL SERVICES AGREEMENT is made and

entered into effective as of the
7th day of April 2009 by and between the CITY OF
ROSEMEAD a municipal corporation CITY and Jeff Stewart CONSULTANT

RECITALS

A The City of Rosemead CITY presently in

is need of professional
management and general administrative consulting services

B Jeff Stewart Consultant who has government for

served in city
years is specially trained experienced competent and uniquely qualified
to provide professional management and general administrative consulting
services to local government

C The CITY desires to remain the professional services of CONSULTANT

D CONSULTANT desires to accept and be retained by the CITY as an

independent contractor for purposes of providing professional
management and general administrative services to the CITY

E The CITY and CONSULTANT wish to provide for the terms and conditions
of CONSULTANT
s professional services as set forth herein

NOW THEREFORE in consideration of the foregoing recitals and the mutual

promises covenants and conditions contained herein the parties hereto mutually
agree as follows

AGREEMENT

1 Professional Services

The CITY hereby retains the professional management and administrative

consulting services of CONSULTANT

2 Scope of Professional Services

As directed by the Mayor or

and City Council CONSULTANT shall provide the
CITY with professional management and general administrative services which shall
include all services set forth in the
Scope of Services attached to this AGREEMENT as
Exhibit A

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3 Access to Facilities

During the term of the AGREEMENT the CITY shall provide CONSULTANT with
access to CITY offices and facilities and shall provide CONSULTANT with normal and

customary office and personnel support necessary to perform such the SERVICES

4 Term

The term of this AGREEMENT shall begin on April 7 2009 CONSULTANT

shall continue to perform under the terms of this AGREEMENT until CONSULTANT has
worked 000 hours or until the AGREEMENT is terminated in
1 accordance with the

provisions of this AGREEMENT

5 Professional Fees
Costs

The professional fees for retaining the professional management and

administrative services of CONSULTANT shall be as follows

a CITY shall compensate CONSULTANT at an hourly rate of 100

CONSULTANT has the discretion to assign his own schedule per workweek depending
on nature of the work to be performed

b In performing services under this AGREEMENT CONSULTANT shall not

exceed 000
1 hours CONSULTANT must notify the CITY when he has performed 950
hours

C Total compensation for this AGREEMENT shall not exceed 1 ono

oo

d The CITY agrees to reimburse CONSULTANT for mileage at the current

IRS rate and for other actual and necessary expenses incurred in the performance of
his obligations under this Agreement CONSULTANT must submit a written request
with supporting documentation for such expenses CONSULTANT shall operate any
vehicle used in connection with the performance of his duties under this AGREEMENT
in a safe manner and otherwise in observance of all established safety laws and
ordinances and shall maintain a valid California automobile driver
s license during the
term of the AGREEMENT CONSULTANT shall also provide of proof of insurance for

any vehicle CONSULTANT utilizes in connection with the performance of his duties
under this AGREEMENT and agree to maintain valid automobile insurance at
s expense
CONSULTANT during the term of this AGREEMENT

6 Payment by the City

CONSULTANT shall send invoices to the CITY on a monthly basis based upon
the services already rendered at the time of the submission CITY shall pay all proper
costs within thirty 30 days of receipt of such s
invoice

7 Independent Contractor

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 The Parties agree that CONSULTANT is an independent contractor in business
for himself and that the relationship created by this AGREEMENT is that of an

independent contractor CONSULTANT shall not be considered an agent employee or

of the CITY and shall not be entitled to the benefits provided by the CITY to its
employees including but not limited to workers compensation insurance medical
insurance dental insurance life insurance deferred compensation disability insurance
unemployment insurance paid leaves of absence or retirement

8 Responsibility for Contributions Payments or Withholding

As contractor the CITY will report the payment of

an independent
s fee
CONSULTANT on a 1099 to the Internal Revenue Service and the Franchise Tax
Board CONSULTANT shall be solely responsible for all contributions payments or
withholding for state and federal taxes including but not limited to income taxes social
security taxes California state disability insurance taxes and unemployment
contributions

9 Indemnification

The CITY shall defend and indemnify CONSULTANT for any acts or decisions
made by him in the performance of services under this AGREEMENT

10 Bonding

The CITY shall bear the full cost of any fidelity or other bonds required of
CONSULTANT under any law or ordinance

11 Termination of Agreement

The CITY may terminate this AGREEMENT upon giving a ten 10 day advance
written notice of such termination to CONSULTANT CONSULTANT may also
terminate this AGREEMENT upon giving a ten 10 day advance written notice of such
termination to the CITY In the event of such notice the City Council based upon work
accomplished by CONSULTANT prior to notice of such termination shall determine the
amount of fees to be paid to CONSULTANT for such services based upon accepted

accounting practices This finding by the City Council shall be final and conclusive as to
the amount of such fee

12 Extensions

This AGREEMENT shall only be extended or modified by a writing signed by

CONSULTANT the mayor with ratification by the City Council of the CITY

13 City Council Approval

This AGREEMENT shall be of no force and effect without ratification by the CITY
Council of the CITY

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14 Notice

Whenever it shall be necessary for either party to serve notice on the other

regarding this AGREEMENT such notice may be furnished in writing by either party to
the other and shall be served by personal service as required in judicial proceedings or
by certified mail postage prepaid return receipt requested addressed to the parties as
follows

CITY Gloria Molleda

City Clerk
City of Rosemead
8838 East
Valley Boulevard
Rosemead California 91770

With a copy to

Joseph Montes Esq

Burke Williams Sorensen LLP
444 South Flower Street Suite 2400
Los Angeles California 90071

CONSULTANT Jeffrey Stewart

IN WITNESS WHEREOF the parties hereto have caused this AGREEMENT to

be executed on its effective date by their respective officers duly authorized on their
behalf

CITY CONSULTANT

CITY OF ROSEMEAD
A Municipal Corporation An Individual
Jeffrey S

By

Mayor
By
n
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ATTEST

By
Gloria Molleda

City Clerk

APPROVED AS TO FORM

By
Jo eph
Interim
MM 4Mtes
City Attorney

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 Exhibit A Scope of Services

A CONSULTANT shall perform all of the duties of the City Manager as set forth in
Section 2
08 of the Rosemead
Municipal Code the California Government Code
and City policies and procedures
approved by the City Council as may be
provided from time to time

B The Council
City may also designate the CONSULTANT to oversee the
management and administration of other related legal
City entities
Such other
legal entities could include a redevelopment agency financing authorities and
joint powers authorities

C The CONSULTANT shall administer and

enforce policies established by the
Council and promulgate rules and City
regulations as necessary to implement
Council policies City

D To the
accomplish this CONSULTANT shall have the power and shall be
required to

1 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 The
CONSULTANT shall receive notice of all and regular special meetings of
the City Council

2 Review allagenda documents before preparing the agenda for any regular
orspecial meetings of the City Council The CONSULTANT
may publicly
endorse or oppose any
proposed agenda items placed on the agenda by
persons other than the CONSULTANT or the s
CONSULTANT staff

3 Direct the work of all elective and

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
CONSULTANT undertake
may any study or investigation the
CONSULTANT believes is necessary or desirable and shall make
any
study or investigation the City Council directs The CONSULTANT shall
endeavor to implement changes that the
CONSULTANT believes will
result in greater efficiency
economy or improved public service in the
administration of City affairs

4 Recommend to the City Council from time to time adoption of such

measures as the CONSULTANT may deem necessary or expedient for
the health safety or welfare of the
community or for the improvement of
administrative services

5 Consolidate or combine offices

positions departments or units under the
CONSULTANT jurisdiction The CONSULTANT
s
may be the head of one
or more City departments

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6
 J

Conduct research in administrative

6 practices in order to bring about
greater efficiency and economy in City government and develop and
recommend to the City Council range plans to improve City
long
operations and prepare for future City growth and development

7 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

8 Exercise control of City government in emergencies as authorized by the

Municipal Code and California law

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SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASES

THIS SEPARATION AGREEMENT the AGREEMENT is entered into as of April 7

2009by and among Oliver Chi CHI and theCity of Rosemead California a municipal corporation
the CITY collectively the PARTIES or each aPARTY

WHEREAS CHI is employed by the City as its City Manager pursuant to a contract
dated September 11 2007 and entered into as of August 28 2007 and amended by agreement
dated May 27 2008 the CONTRACT

WHEREAS pursuant to the terms of the

CONTRACT CHI serves at the will and

pleasure ofthe Rosemead City Council CITY COUNCIL

WHEREAS the term of the CONTRACT expires on May 26 2011 however the
PARTIES have mutually agreed to terminate the CONTRACT prior to its expiration subject to
the terms and conditions set forth herein and

WHEREAS CHI and the CITY desire to resolve all issues and disputes of any kind
between them including but not limited to all issues of every kind or nature arising out of or
s employment with the CITY and the early termination ofthe CONTRACT
related to CHI

NOW THEREFORE in exchange for valuable consideration the receipt and sufficiency
of which are hereby acknowledged the PARTIES agree as follows

1 Resignation of Employment In exchange for the consideration and releases set forth in
this AGREEMENT CHI agrees to voluntarily resign from his employment with the CITY and
the CITY agrees to accept the resignation effective close of business on April 7 2009
EFFECTIVE DATE By signing this
AGREEMENT CHI delivers
to the CITY an
irrevocable notice of his resignation CHIagrees and acknowledges that the CITY may at any
time prior to the EFFECTIVE DATE seek to fill his position at the CITY and that any steps
taken by the CITY to fill his position including any recruitment activities shall not be a breach of
this AGREEMENT or of any other CITY obligation to CHI

2 No Claims CHI represents and warrants that he has not filed and CHI agrees will
he
that
not file at any time in the future any statutory civil or administrative claim complaint or charge

of any kind whatever with any state or federal court administrative agency or tribunal of any kind
whatever concerning subject matter connected with or pertaining or relating to the issues
any
referred to in the recitalsin paragraph 3 below The PARTIES agree that this AGREEMENT
or

and the additional consideration exchanged in this AGREEMENT pursuant to paragraph 4

below are contingent upon this promise by CHI not to file any such claim complaint or charge of
any kind whatever

3 General Mutual Release and Waiver In consideration ofthe terms and of this
provisions
AGREEMENT the PARTIES on behalf of himself or itself and his or its representatives
affiliates officers members agents descendants dependents heirs executors administrators
assigns and successors and each of them hereby covenant not to sue and fully and forever
relieves releases and discharges the other PARTY and his or its predecessors successors
assignees representatives affiliates and partners and its and their respective officers directors

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Page 1 of 10
 O

agents employees servants executors administrators accountants insurers attorneys and any

and all other related individuals and entities collectively the RELEASEES from

Any and all

claims debts liabilities demands obligations liens promises acts
agreements costs and expenses
including but not limited to attorneys fees damages actions
and causes of action of whatever kind or nature including without limitation any statutory civil
or administrative claim or any claim arising out of facts whether known or unknown suspected

or
unsuspected fixed or contingent concealed or hidden collectively referred to herein as
CLAIMS now owned or held or at any time heretofore or hereafter owned or held as against
said RELEASEES arising out of or in any way connected with CHI S employment relationship
with the CITY or CHIS separation from the CITY or any other transactions or occurrences or
any loss damage or injury whatever whether known or unknown suspected or unsuspected or
concealed or hidden resulting from any act or omission by or on the part of said RELEASEES
or any of them The foregoing release shall include without limitation

Any CLAIMS arising from rights under federal state and local laws relating to the

regulation offederal or state tax payments or accounting

Any CLAIMS arising under rights under federal or state laws which prohibit
discrimination harassment or retaliation on the basis of race national origin religion sex age
marital status medical condition physical or mental disability perceived physical or mental

disability ancestry color sexual orientation or any other form of discrimination including
without limiting the generality of the foregoing any claim under Title VII of the Civil Rights Act
of 1964 the Americans with Disabilities Act the California Fair Employment and Housing Act or
42 U
C 1981
S

Any CLAIMS arising from laws such as workers

compensation laws which provide
rights and remedies for injuries sustained in the
workplace or for
severance pay bonus sick leave

or vacation
family leave holiday pay pay including without limiting the generality of the
foregoing any claim under the Family and Medical Leave Act of 1993 or the California Family

Rights Act

Any CLAIMS arising under the Milias

Meyers Act Govt Code
Brown 3500 et seq
or any law addressing the collective rights of employees or employee organizations

Any common law CLAIMS of any kind including without limiting the generality of the
foregoing contract tort and property rights including without limiting the generality of the
foregoing breach of contract breach of the implied covenant of good faith and fair dealing

tortious interference with contract or current or prospective economic advantage fraud deceit
breach of privacy misrepresentation defamation wrongful termination tortious infliction of
emotional distress loss of consortium breach of fiduciary duty violation of public policy and any
other common law claim of any kind whatever

Any CLAIMS for retirement or other benefits including claims arising under the
California Public Employee Retirement Law Govt Code 20000 et seq This shall not be
construed to reduce CHI
S service or contributions made on his behalf into PERS as of or after
the execution of this agreement which may entitle him to retirement benefits from PERS at a

future date and

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 Any CLAIMS s Municipal Code including Section
arising from rights under the CITY
08 of the
2
060 Code addressing the authority of the City Council to remove the City Manager
during the period of ninety 90 days succeeding any general municipal election held in the city at
which election a member ofthe City Council is elected

4 Consideration

1
4 Unpaid Wagesacknowledges having received all unpaid wages due him as
CHI
of the EFFECTIVE DATE in the ordinary course of his employment In addition in accordance
with Section 5E of the CONTRACT and applicable CITY
policy on April 9 2009 the CITY
s unused and accrued leave balances at CHI
shall cash out and pay CHI the value of all of CHI s
rate of pay as of the EFFECTIVE DATE

2
4 Severance Pursuant to Section 3
a
I
A 13 of the
and Section 3 CONTRACT
the CITY shall provide CHI
lump a
payment in the amount of TWELVE 12 months of
sum

salary and management incentive pay which shall be treater as wages and which shall be subject
to all applicable withholding for state federal and other payroll taxes the LUMP SUM

PAYMENT The CITY shall report this payment on a 4 form

W to the Internal Revenue

Service and the California State Franchise Tax Board The CITY will deliver the LUMP SUM
PAYMENT to CHI on April 9 2009

3
4 Benefits The CITY shall pay CHI the value of TEN 10 months of health and
welfare insurance options that are provided to all other employees on April 9 2009

4 Additional Consideration In consideration of the execution and

delivery by CHI
of effective releases and waiversprovidedas in
paragraph above 3 and the
performance of CHI
s

obligations hereunder including but not limited to his obligations under paragraphs 1 and 2
above the CITY shall provide CHI with the following collectively the ADDITIONAL
SEVERANCE PAYMENT

a An additional lump sum severance payment in the amount of SIX 6

months of salary and management incentive pay which shall be treated as wages and which shall
be subject to all applicable withholding for state federal and other payroll taxes The CITY shall
4 form to the Internal Revenue Service and the California State
report this payment on a W
Franchise Tax Board The CITY will deliver this payment to CHI on April 9 2009

b Transfer of title from the CITY to CHI of the CITY

owned automobile

VIN Number JTEEW44A482020309 of which CHI has had exclusive and unrestricted use
during the term ofthe CONTRACT AUTOMOBILE The CITY COUNCIL hereby declares
the AUTOMOBILE to be property of the City The CITY agrees to transfer title within
surplus
ten 10 days after the EFFECTIVE DATE CHI agrees that he accepts the AUTOMOBILE as

is and that the CITY is not making any warranty of the quality or performance of the
AUTOMOBILE CHI understands and agrees that all costs associated with the AUTOMOBILE

including without limitation insurance operation maintenance and repair are his responsibility
and not the responsibility ofthe CITY The CITY shall report the value of the AUTOMOBILE
on a 1099 form to the Internal Revenue Service and California Franchise Tax Board

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 0 0

c A payment in the amount of ONE THOUSAND DOLLARS 000

1
00
to compensate CHI for legal services
procured by CHI to assist him in the negotiation of the
terms of this AGREEMENT The CITY
will no later than ten 10 days after the EFFECTIVE

DATE issue and deliver by mail return

receipt requested a check payable to OLIVER CHI The
CITY shall report this payment on a 1099 form to the Internal Revenue Service and California
Franchise Tax Board and

d CITY computer of which CHI has had

Transfer of title of the owned
exclusive use during S tender of payment to the CITY in
the term of the CONTRACT upon CHI

the amount of TWO HUNDRED AND FIFTY DOLLARS 250 COMPUTER The
00
CITY COUNCIL hereby determines that the COMPUTER is surplus property CHI agrees to
tender payment within ten 10 days of the EFFECTIVE DATE CHI agrees that he accepts the
COMPUTER as is and that the CITY is not making any warranty of the quality or performance
of the COMPUTER CHI understands and agrees that all costs associated with the COMPUTER
are his responsibility and not the responsibility of the CITY CHI further agrees that the CITY or
the CITY
s designee shall be permitted adequate time to remove all documents or files that are

related to CITY business and which are not otherwise public records CHI also agrees to present
the computer to the CITY to provide the CITY with an opportunity to remove all software to
which the CITY holds the license The CITY agrees that it will not inspect or remove CHI
s

personal files from the COMPUTER

5
4 CHI further agrees that he will hold harmless and indemnify the CITY from and

against any claims costs and expenses including payroll taxes tax deficiencies penalties and
interest incurred in connection with any investigation challenge levy or assessment by the

Internal Revenue Service the state Franchise Tax Board or any other taxing authority of any
state locality or country with respect to the payment of taxes on the LUMP SUM
non
PAYMENT the ADDITIONAL SEVERANCE PAYMENT and other consideration described
herein CHI also agrees to notify the CITY in the manner provided in paragraph 16 herein of any
action or notice served upon him by any taxing authority so as to afford the CITY the opportunity
to address the matter

6
4 City Information Except as provided for in Section
b and d above CHI
4
further agrees that as soon as reasonably possible and
no later than ten
10 days after the
EFFECTIVE DATE CHI will return to the CITY all CITY owned
property in his custody
or possession including all CITY information and related reports files memoranda
control and

records statements information credit cards cardkey passes door and file keys computer
access codes software and other physical or personal property pertaining to or owned by the

CITY CITY INFORMATION AND ASSETS CHI further warrants and represents that he
has not retained and will not retain any copies duplicates reproductions or excerpts in any form
of CITY INFORMATION AND ASSETS or provide such CITY INFORMATION AND
ASSETS to any third party including any person firm corporation or other entity

7
4 Reference The CITY agrees to provide CHI with a
positive letter of reference
the of the City later than ten 10 days after the EFFECTIVE DATE
signed by Mayor no

Layoff
Termination
8
4 The CITY acknowledges that at the time of execution ofthis

AGREEMENT the CITY agrees not to layoff and

or terminate any management employee

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MANAGEMENT EMPLOYEE for
period of ninety 90 calendar days from the date ofthe
a

execution of this AGREEMENT This

provision shall not be interpreted to limit the CITY
S
inherent authority and ability to layoff any employee including a MANAGEMENT EMPLOYEE

in accordance with the terms of the CITY S municipal code ordinances and resolutions

personnel rules administrative policies employment contracts and memoranda of understanding

MOU upon a find by the CITY COUNCIL that a layoff is necessary due to lack of work or
funds organizational changes or the elimination of positions by the CITY COUNCIL This
S inherent authority and ability to terminate
provision shall not be interpreted to limit the CITY
any employee including a MANAGEMENT EMPLOYEE in accordance with the terms of the
S municipal code ordinances and resolutions personnel rules administrative policies
CITY

employment contracts and MOUs Further the inclusion of this provision is not intended to alter
the conditions of any employee
s employment or to create a vested right ofcontinued employment
in any employee of the CITY outside of the rights guaranteed by CITY policy rule ordinance

resolution statute MOU or specific employment contract

9
4 Non CHI and the CITY on
Disparagement behalf of the City Council and each
of its Members acknowledge and agree that neither will make any statement whether oral or

written if such statement is intended to or will have the effect of disparaging the other PARTY
or his or its respective council members administrators officers employees or agents except to

the extent necessary to assert any legal right or defend against any legal claim arising under this
AGREEMENT

10
4 Full Consideration The PARTIES expressly agree that the consideration paid
pursuant to paragraph 4 is offered andaccepted as the full and complete discharge of the CITY
s

obligations to CHI in
respect of hisemployment at the CITY and as a
complete and final

settlement as fully described in this AGREEMENT of any and all CLAIMS whatever against the
CITY from the beginning of time up to the date of this AGREEMENT The PARTIES also

expressly agree that the consideration paid as well as the releases and waivers provided herein
sposition as City Manager but also to any other title or position that CHI
apply not only to CHI
holds with the CITY Rosemead Community Development Commission Rosemead Housing
Authority or any other entity related to Rosemead

11
4 Denial of Wrongdoing It is understood that this AGREEMENT does not
constitute an admission by any ofthe PARTIES of any wrongdoing whatever Moreover each of
the PARTIES specifically denies having violated any laws or engaged in any wrongdoing

5 Indemnification and Attorneys Fees In the event that CHI should bring any action suit
or other
proceeding against any of the RELEASEES as referenced in paragraph 3 above

concerning any matter referred to in this AGREEMENT other than a breach or anticipatory
breach of this AGREEMENT below or contesting the validity of this
as referenced

AGREEMENT or attempting to rescind negate modify or reform this AGREEMENT or any of

the terms or provisions of this AGREEMENT and in the event that CHI does not prevail in such

action suit or other proceeding CHI shall pay to such RELEASEES all of such RELEASEES
reasonable attorneys fees and costs incurred in each and every such action suit or other

proceeding including any and all appeals or petitions

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 0

6 Section 1542 of the Civil Code The PARTIES

expressly waive any and all rights under
Section 1542 of the Civil Code of the State of California or any other federal or state statutory

rights or rules or principles of common law or equity or those of any jurisdiction government or
political subdivision similar to Section 1542 Neither PARTY may invoke the benefits ofSection
1542 or any similar provision in order to prosecute or assert in any manner any claims that are
released under this AGREEMENT Section 1542 provides 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

Each PARTY understands and acknowledges that he or it may hereafter discover claims

or facts in addition to or different from those which he or it now knows or believes to exist with

respect subject matter ofthis AGREEMENT and which

to the if he it had known
or suspected
or

at the time of this AGREEMENT have affected his or its decision to

executing may materially
execute this AGREEMENT Nevertheless both PARTIES hereby waives any right benefit
claim demand or cause of action that might arise as a result of such different or additional claims
or facts Both PARTIES acknowledge that he and it understands the significance and

consequence of such a general release and such specific waiver of Section 1542

7 Assignment of Claims
Non CHI represents and warrants that he is the owner of the
CLAIMS released hereunder that he has not assigned or transferred any portion of the CLAIMS
released under this AGREEMENT to any individual firm corporation or other entity and that no
other individual firm corporation or other entity has any lien claim or interest in any such
CLAIMS including arising out of related to or connected with the
but not limited to any claim
matters referenced in the recitals and in paragraphs 1 2 and 3 above CHI shall indemnify each
of the RELEASEES defend and hold them harmless from and against any claims arising out of
related to or in connection with any such prior assignment or transfer or any such purported

assignment or transfer of any CLAIMS or other matters released or assigned in this

AGREEMENT

8 Independent Advice From Counsel CHI acknowledges that he has had the opportunity to
receive prior independent legal advice from legal counsel of his choice with respect to the

advisability of executing this AGREEMENT In addition CHI acknowledges that he has read
this AGREEMENT that he accepts and agrees to all of the provisions it contains and executes it

voluntarily with a full understanding of its significance and consequences

9 No Fraud in Inducement Neither PARTY nor any officer agent employee

attorney of or for either PARTY has made any statement
representative or or
representation or

failed to make any statement representation

or to the other PARTY
regarding any fact relied upon
in entering into this
AGREEMENT and neither PARTY relies upon any statement
representation omission or promise of the 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 Each term
of this AGREEMENT is contractual and not merely a recital

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 0

10 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

11 Comprehension and Authorit Each PARTY or

responsible officer thereof has read this
AGREEMENT and understands the contents hereof Any of the employees executing this
AGREEMENT on behalf of the AGENCY are
empowered to do so and hereby bind the
AGENCY

12 Mistake Waived In into this AGREEMENT and the settlement

entering provided for
herein each PARTY assumes the risk of
any misrepresentation concealment mistake If any or

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 relief in connection
therewith including without limitationthe generality of the foregoing any alleged right or
on

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

13 Later Discovery Each PARTY is aware that it may hereafter discover claims or facts in
addition to different from those it now knows or believes to be true with
or
respect to the matters
related herein Nevertheless it is the intention of the PARTIES to
fully finally and forever settle
and release all such and all claims relative
matters thereto which do now exist may exist
or have

previously existed between CHI and the CITY In furtherance of such

intention the releases
given by CHI here shall be and remain in effect asfull and complete releases of all such matters
notwithstanding the discovery or existence of any additional or different claims or facts relative
thereto

14 Full Cooperation The PARTIES will execute all such further and additional documents
as shall be reasonable convenient necessary or desirable to carry out the provisions of this
AGREEMENT

15 Miscellaneous

1
15 Full This AGREEMENT
Integration constitutes a single integrated written
contract expressing the entire AGREEMENT of the PARTIES to this AGREEMENT No
representation promise or inducement has been made by either PARTY that is not embodied in
this AGREEMENT and no PARTY shall be bound
by or be liable for any alleged representation
promise or inducement not so set forth

2
15 Continuing Benefit This AGREEMENT shall inure to the benefit of and shall be

binding upon the successors and assigns of the PARTIES to this AGREEMENT and each of
them

3
15 Amendment of Agreement No
modification amendment or waiver of any of the
provisions contained in this AGREEMENT or
any future representation promise or condition in

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 0

connection with the subject matter of thisAGREEMENT shall be binding upon any PARTY to
this AGREEMENT unless made in writing and signed by such PARTY

4
15 Severability If any term provision or covenant in this AGREEMENT is held to
be invalid void or unenforceable i the remainder of the terms provisions and covenants in this
AGREEMENT shall remain in full force and effect and shall in way be
affected impaired or
no

invalidated and ii to the fullest extent possible the provisions ofthis AGREEMENT including
without limitation all portions of any paragraph of this AGREEMENT containing any such

provision held to be invalid void or unenforceable that are not themselves invalid void or
unenforceable shall be construed so as to give effect to the intent manifested by the provision
held invalid void or unenforceable

5
15 Counterparts This AGREEMENT may be executed in one or more counterparts
each of which shall be deemed an original and taken together shall constitute one and the same

AGREEMENT which shall be binding and effective as to the PARTIES to this AGREEMENT

6
15 Titles The titles 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

7
15 Governing Law This AGREEMENT shall be governed by and construed and

enforced in accordance with the laws ofthe State of California applicable to agreements made and
to be performed entirely in California

16 NoticeAny 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 consecutive calendar days following deposit of
the same in the United States mail

As to CHI

Oliver Chi
7051 Via Savino Place
Rancho Cucamonga California 91739

With a
copy to

R Craig Scott Esq

Executive Law Group
One Newport Place Suite 1000

Newport Beach CA 92660

As to the CITY

Joseph MMontes Esq

Burke WilliamsSorensen LLP
444 South Flower Street Suite 2400

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 Los Angeles California 90071

WHEREFORE the PARTIES hereto have consulted with their respective attorneys read
all of the foregoing understand the same and agree to all of the provisions contained

herein

DATED April 4 2009 OLIVER CHI

By WA Oliver Cln

DATED April 2009 CITY OF ROSEMEAD

By
Marg Clark Mayor

Attest

D
Gloria Molleda City Clerk

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 0

APPROVED AS TO FORM

R Craig Scott Esq

Executive Law Group
Attomey for OLIVER CHI

Josep Montes s
Burke Williams Sorensen LLP
CITY OF ROSEMEAD
Attorney for the

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 FIRST AMENDMENT TO
CITY MANAGER EMPLOYMENT AGREEMENT

1 Parties and Date

THIS FIRST AMENDMENT TO THE CITY MANAGER EMPLOYMENT

AGREEMENT hereinafter First Amendment is made and entered into this 27th day of
May 2008 by and between the City of Rosemead a California municipal corporation

hereinafter City and City Manager Oliver C Chi hereinafter Employee

2 Recitals

1
2 City and Employee entered into that certain
Employment Agreement dated
August 28 2007 hereinafter Employment Agreement whereby Employee agreed to
serve as the City Manager of the City of Rosemead

2 City and Employee now desire to amend certain provisions of the City
Manager Employment Agreement relating to compensation severance and term of the

Agreement

3 Terms

1
3 Section 1
A
2 of the Employment Agreement is amended by
hereby
restating Section 2
1 to read
A as follows

1 Term
This Agreement shall be deemed effective for an initial term beginning
May 27 2008 and continuing through May 26 2011 Employee agrees
not to accept nor to become employed by any other employer until said
termination date unless said termination date is effected as hereinafter

provided

2
3 Section 3
a of the Employment Agreement is hereby amended
1
A by
restating Section 3
a to read
1
A as follows

1 Base Salary
a The annual salary for the position of City Manager shall be
500
178

1
 3 Section D shall
3 be added to the Employment Agreement to read as

follows

D Benefits that Accrue to Other Employees

The City Manager shall be entitled to all benefits rights and privileges
accorded to members of the Executive Management class of City

employees except as otherwise provided in this Agreement If there is

any conflict between this Agreement and benefits granted to those in the
Executive Management class of employees this Agreement shall control

4
3 Section C
5 of the Employment Agreement is hereby amended by
restating Section 5
C to read as follows

C Severance Pay

1 In the event the City Manager is terminated

by the City
Council during such time that the City Manager willing and is
able to perform the s duties under this
City Manager
Agreement then in that event the City agrees to pay the City

Manager a severance payment equivalent to twelve 12

months of compensation in effect as provided herein

2 Beginning on July 1 2009 the City Manager shall accrue an

additional three months of severance pay for a total of

fifteen 15 months of severance pay unless action is taken

by the City Council to modify such an arrangement

3 Beginning on July 1 2010 the City Manager shall accrue an

additional three months of severance pay for a total of

eighteen 18 months of severance pay unless action is

taken by the City Council to modify such an arrangement

4 All payments required under Sections 5 C 1 2 and 3

are subject to and shall be interpreted to comply with the
limitations set forth in Government Code Section 53260

4 Force and Effect

1
4 Except as amended by this First Amendment all provisions of the
Employment Agreement shall remain in full force and effect and shall
govern the actions of the City and Employee under this First Amendment

2
 0

IN WITNESS WHEREOF City has caused this First Amendment to be signed and duly
executed on its behalf by its City Manager and duly attested by its City Clerk and

Employee has signed and executed this Amendment to be effective as of the day and
year first above written

ATTEST

Gloria Molleda City Clerk

EMPLOYEE

ot C Chi

3
0 9

CITY MANAGER
EMPLOYMENT AGREEMENT

between the

City of Rosemead

and

Oliver Chi

dated

September 11 2007
 0

CITY MANAGER

EMPLOYMENT AGREEMENT

the
between

City of Rosemead
and
Oliver Chi

1 PARTIES AND DATE

This Agreement August 28 2007 by and between the City of

is entered into as of
Rosemead California a municipal corporation the City and Oliver Chi an
individual the City Manager The City and the City Manager are sometimes

individually referred to as a Party and collectively as Parties

A The City requires the services of a

City Manager

has the necessary education experience skills and

B The City Manager
expertise to serve as the s City Manager
City

The City Council of the desires to employ the City Manager to serve as
C City
the Manager of City
City
of
D The Parties desire to execute this Agreement pursuant to the authority
and to the
subject of Government Code Section 53260 et seq
provisions
and Title 2 08 of the Rosemead
2 Municipal Code
Chapter

the Parties of
E In consideration of these Recitals and the performance by
conditions herein contained the Parties
the promises covenants and
agree as
provided in this Agreement

2 EMPLOYMENT

the City Manager as its City Manager and the City

The City hereby employs
such employment
Manager hereby accepts

A Term

1 Initial Term

Employee shall following the assumption of the office of City

of the
Manager on August 28 2007 remain in the exclusive employ
City until August 28 2009 Employee agrees not to accept nor to
become employed by any other employer until said termination

date unless said termination date is effected as hereinafter

provided

1 of 15
Page
3 COMPENSATION

The City agrees to provide the following compensation to the City Manager during
the term of the agreement

A Compensation Required Employer Costs

1 Base Salary

a The annual salary for the position of City Manager shall

initially be 000
170

be at the intervals and in

b The City Manager
shall paid same

the same manner as regular City employees

c During the term of this Agreement the City Manager

s
salary shall be maintained at no less than 15 more than

the next highest paid City employee

2 Annual Performance Evaluation

a Annual performance evaluations are an important way for

the City Council and City Manager to ensure effective
communications about expectations and performance

b The City Council recognizes that for the City Manager to

respond to its needs and to grow in the performance of the
s job the City Manager needs to know how
City Manager
the City Council Members evaluate the City Manager
s
performance

that the this feedback the City

c To assure City Manager gets
Council shall conduct an evaluation of the City Manager
s
performance at least once each year The City Council and
the City Manager agree that performance evaluations for
course corrections may occur quarterly
the purpose of mid
or several times during each calendar year The Parties
may use an outside facilitator to assist them in conducting
this evaluation

evaluations for the of mid

d While performance purpose
course corrections may occur several times during the year

the annual evaluation shall occur between May and mid

June of each year

e In Julyof each year the City Manager and the City Council
will create goals or other outcome measures that will provide
the basis for determining s performance
the next year

results incentive

Page 2 of 15
 f The annual review and evaluation shall be in accordance
with specific criteria developed jointly by the City Council
and the City Manager Such criteria may be added to or

deleted as the City Council may from time to time determine

in consultation with the City Manager

i The City Council and the City Manager shall define

such goals and performance objectives as they
mutually determine are necessary for the proper
operation of the City for the attainment of the City
spolicy objectives and the City Council and
Council
the City Manager shall further establish a relative

priority among those goals and performance

objectives

3 Performance Incentive for Results

a To provide an incentive for the City Manager to produce

and
exceptional results for the organization that go above
beyond the expected fulfillment of the City Manager
s job
the City agrees to provide a financial incentive
obligations

i At the sole discretion of the City Council the City

Manager may earn a financial incentive which the
City Council deems appropriate based on the results

that the City Manager has been able to produce

4 Required Employer Costs

a Federal Insurance Contributions Act FICA

i Old Age Survivor and Disability Income OASDI

ii Medicare

b Unemployment Compensation

c Public Employees Retirement System PERS

contracts with the Employees

California Public
The City
City will pay
for retirement benefits The
Retirement System
s share for
s share and the City Manager
both the City

participation in the Public Employees Retirement System

law for
d The cost of any fidelity or other bonds required by
the City Manager

e The cost to defend and indemnify the City Manager as

provided in Section 7
C below

f Workers Compensation

Page 3 of 15
 9 9

B Basic Benefits

Leave Allowances Holidays

1

The shall receive the same vacation sick leave

City Manager
accrual administrative leave accrual and other leave holiday
benefits as provided to the Executive Management class of City
The City Manager shall be paid for any unused
employees
accrued vacation administrative leave and sick leave upon either
voluntary or involuntary termination of employment In addition to
above named leave allowances holidays the City Manager shall
be entitled to accrue 7 days of executive leave per year

2 Automobile

The City Manager is on

four hours per day and shall be
call twenty
unrestricted use of a four sized City
door full
given exclusive and
automobile which has a highway rating of at least 25 mpg The City
shall be responsible for all insurance operation maintenance and
of the automobile The City shall
provide the automobile by
repair
the car for the City Manager
s use
either purchasing or leasing

3 Management Incentive

In lieu of the s
City cell phone reimbursement wellness program
reimbursement tuition reimbursement auto allowance
attendance reimbursement for representation at
membership
local community based groups Kiwanis Club Rotary Club
Chamber of Commerce etc internet connectivity and any and all
class
other fringe benefits provided to the Executive Management
of employees the City Manager shall be entitled to Management
base salary This
Pay in an amount equal to 10 of
Incentive

Management Incentive Pay shall be made in equal proportionate

amounts each month

C Perquisites

Physical Fitness
Exam In order to foster the s good health
City Manager
the City will cover the cost of a full physical exam each year for the City
Manager

Page 4 of 15
4 SECURITY

A Pensions

1 Federal Insurance Contributions Act FICA

2 Public Employees Retirement System PERS

a Under Government Code Section 20636 the City has

c
elected report the
to value of paid member
employer
to CalPERS as additional
contributions EPMC
compensation

b The City shall take all actions necessary to secure Section

21548 Retirement Optional Settlement 2 Death
Pre
Benefit an
optional benefit provision with PERS that
spouses if an employee dies prior to retirement
protects

B Insurance

1 Health Welfare Insurances

the health and welfare

The City Manager shall receive same

insurance options that are provided to all other employees

2 Disability Insurance

a Short Term

b Long Term

c State Disability Insurance SDI if applicable

3 Life Insurance

The City will make available to the City Manager a term life
insurance policy whereby the City Manager at the City Manager
s
own expense may purchase additional coverage at the same or

more favorable rates

5 SEPARATION

A Retirement
Resignation

the City at
The City Manager may resign at any time and agrees to give
least 45 days advance written notice of the effective date of the City
the
s resignation unless the Parties otherwise agree in writing If
Manager
City Manager retires from full time public service with the City the City
The City Manager
s
Manager may provide six months advance notice
actual retirement date will be mutually established

Page 5 of 15
B Termination Removal

is will employee
at serving at the pleasure of the City
1 Manager an

Council as provided in Government Code Section 36506

The Council may remove the City Manager at any time with or
2 City
vote of its members Notice of
without cause by a
majority
termination shall be to the City Manager in writing
provided
Termination as used in this agreement shall also include requests
that the City Manager resign a reduction in salary or other financial
benefits of the City Manager including a general City Management
salary reduction material reduction in the powers and authority
a

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 regular
meeting of the City Council

3 Given will nature of the position of City Manager an

at
the

important element of the employment agreement pertains to

termination s interest and that of the City
It is in both the City

Manager that any separation of the City Manager is done in a

businesslike manner

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
s duties under this Agreement then in
perform the City Manager
that event the City agrees to pay the City Manager a lump sum
cash payment equal to six 6 months base salary then in effect as

provided herein

2 Beginning on July 1 2008 the City Manager shall with City Council
approval accrue an additional three months of severance pay for a
total of nine 9 months of severance pay

3 Beginning on July 1 2009 the City Manager shall with City Council
approval accrue an additional three months of severance pay for a
total of twelve 12 months of severance pay

Beginning July 1 2010 the City Manager shall with City Council
4 on

approval accrue an additional three months of severance pay for a

total of fifteen 15 months of severance pay

5 Beginning on July 1 2011 the City Manager shall with City Council
approval accrue an additional three months of severance pay for a
total of eighteen 18 months of severance pay

6 All payments required under Sections 5

C 1 2 3 4 and 5
are
subject to and shall be interpreted to comply with the limitations
set forth in Government Code Section 53260

Page 6 of 15
D Separation for Cause

Notwithstanding the provisions of Section C the City Manager

5
1
As used in this section cause shall
may be terminated for cause

mean only one or more the following

a Conviction of a felony

b Continued abuse of non drugs or alcohol that

prescription
materially affects the performance of the Managers duties

or

c Repeated and protracted unexcused absences from the City

s office and duties
Manager

In the event the City terminates the City Manager for cause then
2
and the City
the City may terminate this Agreement immediately
accrued up to
Manager shall be entitled to only the compensation
Section E
5 below
the date of termination payments required by
be
and such other termination benefits and payments as may

required by law In this circumstance the City Manager shall not be

entitled to any severance benefits provided by Section 5
C

cause the City

3 In the event the City terminates the City Managerfor
that neither Party shall make any
and the City Manager agree
public the press
oral statements to members of the or
written or

Manager termination except in the form of a

concerning the City s
release which is mutually agreeable to both Parties The
joint press
not contain any text information that
press release shall
or
joint
that either
would be disparaging either Party Provided however
to
release
Party may verbally repeat the substance of any such press
in response to inquiries by members of the press or public

E Payment for Unused Leave Balance

be
1 On separation from City employment the City Manager shall
for all unused accrued leave allowances provided in Section
paid
13 above
3 or the
and City Manager may apply the leave time to
if permitted by PERS
service credit for retirement purposes

the
2 In the event the City Manager dies while employed by City
those
under this Manager beneficiaries
Agreement the City s or

entitled to the s estate

City Manager shall be entitled to the City
and lieu
in payments for accrued
Manager earned salary
s any

benefits including compensation for the value of all accrued leave

balances

Page 7 of 15
6 COMMITMENTS AND UNDERSTANDINGS

A s Commitments
The City Manager

1 Duties Authority

The City Manager shall be the chief executive officer of the

a
and be responsible to the City Council for the proper
City
administration of all affairs of the City

duties of the City

b The City Manager shall perform all of the
Manager as 08 of the Rosemead
Section 2
set forth in
the California Government Code and City
Municipal Code
policies and procedures approved by the City Council as
may be provided from time to time

c The City Council may also designate the City Manager as

the chief executive of other related legal entities Such
City
other legal entities could include a redevelopment agency

financing authorities and joint powers authorities

d The City Manager shall administer and enforce policies

established by the City Council and promulgate rules and
Council
regulations as necessary to implement City policies

e To accomplish this the City Manager shall have the power

and shall be required to

of the Council unless

i Attend all meetings City
excused and
the take part in the
by Mayor
discussion of all matters before the City Council The

City Manager shall receive notice of all regular and

special meetings of the City Council

Review all documents before preparing the

ii agenda
agenda for any regular or special meetings of the
City Council The City Manager may publicly endorse
items the
or oppose any proposed agenda placed on

agenda by persons other than the City Manager or

the City Manager

s staff

iii Direct the work of all elective and 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 the City Manager believes is
necessary or desirable and shall make any study or
investigation the City Council directs The City
Manager shall endeavor to implement changes that
the City Manager believes will result in greater

8 of 15
Page
 service in
efficiency economy or improved public
the administration of City affairs

Recommend to the City Council from time to time

iv
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

Consolidate or combine offices positions

v
departments or units under the City s
Manager
jurisdiction The City Manager may be the head of
one or more City departments

Conduct research in administrative practices in order

vi
to bring about greater efficiency and economy in City
and recommend to the
government and develop
City Council range
long plans to improve City
operations and prepare for future City growth and
development

Provide training and develop

vii management
department heads and
leadership qualities among
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

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 professional dues and subscriptions on

agrees to pay the
behalf of the City Manager which are necessary for the City
national regional
s continuation and full participation in
Manager
state or local associations and organizations necessary and
desirable for the good of the City and for the City Managers
continued professional participation and advancement

of the
3 The agrees to pay the travel and subsistence expenses
City
functions for the City and
City Manager to pursue official and other
meetings and occasions to continue the professional development
of the City Manager including but not limited to national regional
and
state and local conferences and governmental groups
committees upon which the City Manager serves as a member

Page 9 of 15
C City Council Commitments

and administration
1 The City Council sets policy for the governance
of the City and it implements its policies through the City Manager

2 The City Council recognizes challenges facing the

that to meet the

City they must exercise decisive policy leadership As one step in

the Council commits
carrying out this leadership responsibility City
to spending time each year outside of regular City Council meetings
to work with the City Manager and staff on setting goals and

for the and to work on issues that may

priorities City government
be inhibiting the maximal achievement of City goals

Except for the purpose of inquiry the City Council and its members
3
shall deal with all subordinate City employees officers contractors
and consultants solely through the City Manager or the City
and neither the Council nor any member
City
s designee
Manager
thereof shall give orders to any subordinate of the City Manager
either publicly or privately

its individual members will order

4 The City Council agrees none of
office
the appointment or removal of any person to any
or

and control of the City Manager

employment under the supervision

5 The City Council agrees that any criticism of a

City staff member

shall be done privately through the City Manager

D ICMA Code of Ethics

1 The Parties acknowledge that the City Manager is a member of the

International City Management Association ICMA The Parties
with
mutually desire that the City Manager be subject to and comply
the ICMA Code of Ethics Attachment A

The City Manager commits to comply with the ICMA Code of Ethics
2

a The and the City Council agree that neither the City
City
Council nor any of its members will give the City Manager
that would require the City
any order direction or request
Manager to violate the ICMA Code of Ethics

MISCELLANEOUS PROVISIONS

A 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

Page 10 of 15
B Conflict of Interest

shall not engage in any business or transaction

1 The City Manager
or shall have a financialor 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
Personal as
action in the performance of official duties
distinguished from financial interest includes an interest arising from
blood or marriage relationships or close business personal or
This section shall not serve to prohibit
political associations
acts or other forms of enterprise during those hours
independent
not covered by active City employment providing such acts do not

constitute a conflict of interest as defined herein

2 The City Manager shall also be subject to the conflict of interest

conflict of
provisions of the California Government Code and any
s City employment
interest code applicable to the City Manager

3 The City Manager is responsible for submitting to the City Clerk the
appropriate Conflict of Interest Statements at the time of
of separation from
appointment annually thereafter and at the time
the position

C Indemnification

the California Torts

1 To the full extent of the law as provided by
Code seq
Section the
810 et and
Claims Government
Act

indemnity provisions of this Agreement whichever shall provide the

the City shall defend and
greatest protection to the City Manager
indemnify the City Manager against and for all losses sustained by
of the discharge of the
the City Manager in direct consequences

City Manager
s duties on the s behalf for the period of the City
City
s employment
Manager

the City
2 The City shall defend save harmless and indemnify
claim demand
Manager against any tort professional liability or or

out of
other legal action whether groundless or otherwise arising
of the City
an
alleged act or omission occurring in the performance
The compromise and
s
Manager duties as City Manager City may
settlement
settle any such claim or suit and pay the amount of any
rendered thereon
orjudgment

3 Whenever the City Manager shall be sued for damages arising out
s duties the City shall
of the performance of the City Manager

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 employment
and the otherwise expiration of this Agreement to provide protection
for any such acts undertaken or committed in the City Manager
s

Page 11 of 15
 capacity City Manager regardless of whether the notice of filing
as

of a lawsuit occurs during or following employment with the City

This indemnity provision shall survive the termination of the
or remedies that
Agreement and is in addition to any other rights
the City Manager may have under the law

4 The and all parties claiming under or through it hereby waives

City
all of subrogation and contribution against the City Manager
rights
s duties from all
while acting within the scope of the City Manager
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
active or passive negligence
of any prior concurrent or subsequent
by the City Manager

5 In the event that theCity Manager shall serve as the chief executive
City legal entities as provided in Section 6
of other related 1c
A
of this Section C
7 shall be equally
above then each provision
though set forth in an
related legal entity
applicable to each City as

indemnity agreement between the City Manager

and that legal
hereby the performance of this
entity The City guarantees
related legal entity and shall
indemnity obligation by the City
indemnify and hold the City Manager harmless against any failure
or refusal related legal entity
by City to perform obligations under
its

this Section 7
C

D Severability

If any clause sentence part section or portion of this Agreement is found

or unenforceable such
by a court of competent jurisdiction to be illegal
so found shall be regarded as
clause sentence part section or portion
this
though it were not part of this Agreement and the remaining parts of
Agreement shall be fully binding and enforceable by the Parties hereto

E 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
or City Administrator

as those terms are used in local state or federal

laws

F Jurisdiction and Venue

This Contract shall be construed in accordance with the laws of the State of
in Los Angeles
California and the Parties agree that venue shall be
County California

G Entire Agreement

This Contract represents the entire agreement of the Parties and no

representations have been made or except as set forth herein
relied upon

Page 12 of 15
 0

This Contract may be amended or modified only by a written fully executed

agreement of the Parties

H Notice

Any notice amendments or additions to this Agreement including change

of address of either party during the term of this Agreement which the City
be in
Manager or the City shall be required or may desire to make shall
delivered to the
writing and shall be sent by prepaid first class mail or hand
Parties follows
respective as

1 If to the City

Rosemead City Hall

8838 East Valley Boulevard
Rosemead CA 91770
ATTN Mayor City Council

2 If to the City Manager

Oliver Chi
7051 Via Savino Place
Rancho Cucamonga CA 91739

Page 13 of 15
 ATTACHMENT A

ICMA Code Of Ethics

and most
The ICMA Code of Ethics was by the ICMA membership in 1924
adopted
recently amended by the membership in May 1998

local
The mission of ICMA is to create excellence in local governance by developing and fostering professional
To further this mission certain principles as enforced by the Rules of
goverment management worldwide
who shall
Procedure shall govern the conduct of every member of ICMA

1 Be dedicated to the concept of effective and 7 Refrain from

all political activities which
democratic local government by responsible undermine public confidence in professional
elected officials and believe that professional administrators Refrain from participation in the
the election of the members of the employing
general management is essential to
legislative body
achievement of thisobjective i

and worth of the services 8 Make it a duty continually to improve the

2 Affirm the dignity
and maintain a s
member professional ability and to develop
rendered by government
competence of associates in the
the use of
constructive creative and practical attitude
toward local government affairs and a deep management techniques
sense of social responsibility as a trusted
9 the community informed on local
public servant Keep
government a8airs encourage communication
between the citizens and all local government
3 Be dedicated to the highest ideals of honor and
integrityin all public and personal relationships officers emphasize friendly and courteous
in order that the member may merit the respect service to the public and seek to improve the

and confidence of the elected officials of other quality and image of public service
of the public
officials and employees and
Resist
10 any encroachment on
professional
the
member should
4 Recognize that the chief function of local responsibilities believing
at all times is to serve the best be free to carry out official policies without
government
interests of all of the people interference and handle each problem without
discrimination on the basis of principle and
justice
5 Submit policy proposals to elected officials
matters 11 Handle all matters of personnel on the basis
provide them with facts and advice on
of policy as a basis for making decisions and of merit so that impartiality
fairness and
to
setting community goals and uphold and govern a members decisions pertaining

implement local government policies adopted appointments pay adjustments promotions

and discipline
by elected officials

6 Recognize that elected representatives of the 12 Seek no favor believe that personal
profit secured by
people are entitled to the credit for
the aggrandizement or

confidential information or by misuse of public

establishment of local government policies
time is dishonest
responsibility for policy execution rests with the
members

Page 15 of 15
8 EXECUTION

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day
and year first above written

City City Manager

CITY OF ROSEMEAD OLIVER CHI

An Individual
A Municipal Corporation

By I
John Tran
By L
C
G Oliver Chi

Mayor

ATTEST

1
By J Nina Castruita
City Clerk

APPROVED AS TO FORM

Page 14 of 15
 C 0

Employment Agreement
Between

CITY OF ROSEMEAD
And

OLIVER CHI

INTERIM CITY MANAGER EMPLOYMENT AGREEMENT

THIS AGREEMENT is made this i day

12 of June 2007 by and between theCity Council
of the City of Rosemead City or City Council and Oliver Chi Interim City Manger
collectively the Parties

1 Term The City hereby employs Oliver Chi as its Interim City Manger beginning
the h day
12 of June 2007 for a six month period subject to the terms and conditions set forth
herein

2 s salary shall be Thirteen Thousand Five

Salary The Interim City Manger
Seven Dollars 13
Hundred and Forty 00 per month During the tern of this Agreement
547
s salary shall be maintained at 110 more than the next highest paid
the Interim City Manager

City employee The payment ofthe Interim City Manager

s salary shall be consistent with the
s regular payroll procedures
City

The Interim s salary for any period

City Manager of this Agreement may be changed by
mutual written consent of the Interim City Manager and the City Council A change in salary
shall neither constitute the creation of a new contract nor extend the termination date of this

Agreement

The InterimCity Manager is currently a City employee Immediately prior to entering

into this Agreement to be Interim City Manager Oliver Chi was the City s Deputy City
Manager Upon termination of this Agreement pursuant to either paragraph 5 or paragraph 6 of
this Agreement Oliver Chi shall be appointed as the Deputy City Manager The tenns and
conditions of Oliver Chi
s employment as City s Deputy City Manager shall be in accordance
with City law and policy pertaining to the position of Deputy City Manager

3 Interim City Manager

s Duties City Manager shall perform the duties
Interim
and have the powers specified in Chapter 08 of the
2 City Municipal Code The Interim City
Manager shall also have whatever other legally permissible and proper duties and functions as
the Council shall from time to time assign

4 Evaluation TheCity Council may evaluate and discuss the performance of the
Interim City Manager at any time during the tenn of this Agreement The City Council shall
communicate its evaluation to the Interim City Manager If the City Council evaluates the
Interim City Manager in writing the written evaluation shall be delivered to the Interim City

Manager and a copy of the evaluation shall be placed in the Interim City Manager
s personnel
file City Council shall discuss evaluations of the Interim City Manager only in closed session
 0

5 Termination of Contract

a Mutual Consent This Agreement may be terminated at any time by

mutual consent of the City Council and the Interim City Manager

b Termination Manager for Cause

of Interim City The Interim City

s
Manager status as Interim City Manager and all ofthe Interim City Manager
s
rights under this Agreement may be terminated by the City Council at any time
for a material breach ofthis Agreement

C Employment of Permanent City Manager This Agreement shall terminate

upon the City Council
s employment of a new permanent City Manager
However the City Council may require that the Agreement continue until the new
permanent City Manager reports for duty

6 Early Termination The City Council unilaterally and without cause may
terminate this
Agreement at any time upon thirty 30 days written notice to the
InterimCity Manager The Interim City Manager may also terminate the
Agreement upon thirty 30 days written notice to the Mayor

7 Fringe Benefits Holidays Vacation and Sick Leave Interim

City Manager shall
continue to receive the same level of fringe benefits holidays vacation and sick
leave as other Department Head level employees in the City

8 General Provisions

a Goveming Law and Venue This Agreement and the rights and

obligations of the Parties shall be governed by and construed in accordance with

the laws of the State of California

b Entire Agreement This Agreement contains the entire agreement and

understanding between the Parties There are no oral understandings terms or

conditions and the Parties have not relied upon any representation express or

implied not contained in this Agreement

C NoAssignment The Interim City Manager may not assign or transfer any
rights granted or obligations assumed under this Agreement without the consent
and approval of the City Council

d Modifications This Agreement cannot be changed or supplemented

orally It may be modified or superseded only by a written instrument executed

by both of the Parties

2
 1

e Sevcrability If any provision Agreement is held to be invalid

of this or

unenforceable of competent jurisdiction the remaining provisions of

by a court
the Agreement shall continue in full force and effect

CITY OF ROSEMEAD

C
By U
Jo Tran Mayor

ATTEST

By Jl
Nina Casiruita City Clerk

APPROVED AS TO FORM

I hereby accept this offer of employment and agreement to comply with the conditions

hereof and to fulfill all of the duties of employment as INTERIM CITY MANAGER to the

CITY OF ROSEMEAD

OLIVER CHI

3
0 6
 CoQ
ue

EMPLOYMENT AGREEMENT

2006 by
THIS AGREEMENT made and entered into this 28th day of February
a municipal corporation
and between the City of Rosemead State of California
C Lazzaretto hereinafter called Employee
hereinafter called the City and Andrew
Lazzaretto
or

WITNESSETH

services of said Andrew Lazaretto as

WHEREAS the City desires to employ the
to the provisions of Title 2 Chapter
City Manager of the City of Rosemead pursuant
08 of the Rosemead Municipal Code and
2

WHEREAS it is the desire of the City Council to provide certain benefits

of said
establish certain conditions of employment and to set working conditions
and
Employee
Council to 1 retain the services of
WHEREAS it is the desire of the City
to
and to inducement for him to remain in such employment 2
Employee provide of mind
make possible productivity by
full work smorale and peace
assuring Employee
malfeasance or
with respect to future security 3 to act as a deterrent against
and 4 to provide a just means
inadequate performance on the part of the Employee
he may be unable fully to discharge
sservices at such time as
for terminating Employee
otherwise terminate his employ
his duties due to disability or when City may desire to
and

of City
WHEREAS Employee desires to be retained as City Manager

in consideration of the mutual covenants herein contained

NOW THEREFORE
the parties agree as follows

SECTION 1 Duties

of said
Effective March 1 2006 City hereby employs
Lazaretto as City Manager
to perform the functions and duties
City for the term provided in Section 2 hereof
08 and 2 090
0 8 of said Municipal Code and to perform
specified in Sections 080
2
functions as the City Council shall
such other legally permissible and proper duties and
from time to time assign

SECTION 2 Term

limit or otherwise interfere with the

A Nothing in this Agreement shall prevent
at any time subject only
to terminate the services of Employee
right of the City Council
A and B of this Agreement
to the provisions set forth in Section 3 paragraphs
 or otherwise interfere with the
B Nothing in this Agreement shall prevent limit
to the
at any time from his position with City subject only
right of Employee to resign
Section 3 paragraph C of this Agreement
provisions set forth in

assumption of the office of City Manager

on
the
C Employee shall following
exclusive employ of the City until February 28 2009
March 1 2006 remain in the
nor to become employed by any other
Employee agrees to not to seek to accept
date unless said termination date is effected as
until said termination
employer
hereinafter provided
to include
The term employed by any other employer shall not be construed
occasional teaching writing or consulting performed on sEmployee time off
has his own business and in
Additionally City recognizes that Lazaretto currently
need to devote time to closing down that
accepting this job with City Lazaretto will
business over the next several months

either party to this Agreement to the

D In the event written notice is not given by
date as hereinabove provided this
other at least 180 days prior to the termination
for
terms and conditions as herein provided
Agreement shall be extended on the same for two
This Agreement shall continue thereafter year
an additional period of two years

unless at least 180 days written notice is given prior

to time of expiration of a
periods
year
two period

SECTION 3 Termination and Severance Pay

the City Council before expiration of

A In the event Employee is terminated by
is willing and able
the aforesaid term of and during such time as Employee
employment a
then in that event City agrees to pay Employee
to perform the duties of City Manager
to eighteen months aggregate salary severance pay
lump such cash payment equal shall the
Government Code Section 53260 a In no event
subject to the limitations of
months salary as severance pay In the
Employee receive more than eighteen 18 of any illegal act involving
event Employee is terminated because of his conviction
have no obligation to pay such
to him then in that event City shall
personal gain
severance pay provided for in this paragraph

term reduces the salary

B In the event City at any time during the employment
an applicable
benefits of Employee in a greater percentage than
or other financial
or in the event City refuses following
board reduction for all City employees
the
across
hereof benefiting Employee or if
written notice to comply with any other provision
informal by the City
Employee resigns following
a
suggestion whether formal or
deemed to be
may at his option be
Council that he resign then in that event Employee
such refusal or such resignation for the
terminated at the date of such reduction
purpose of the above
severance pay provision
 written notice in advance in the
CEmployee shall give the City six months
with City before expiration of the
event Employee voluntarily resigns his position
aforesaid term
of employment

SECTION 4 Sala

his services rendered pursuant hereto an

City agrees to pay Employee for
at the same time as other
annual base salary 000 payable in installments
of 175

employees of City are paid

base salary or other benefits of

and
addition City agrees to increase said
In
as the City Council may
determine to
to such extent
Employee in such amounts and
an
review
annual salary review of said Employee Such
be desirable on the basis of an
is given other employees of
shall be made at the same time as similar consideration

City generally

SECTION 5 Hours of Work

deal of his time outside

A It is Employee must devote a great
recognized that
and to that end Employee will be allowed to
normal office hours to business of the City
said normal
he shall deem appropriate during
take equivalent compensatory time off as
office hours

more time than ten 10 hours per week in

BEmployee shall not spend
connected business without the express prior
teaching consulting or other noncity
approval of the City Council

SECTION 6 Automobile Allowance

that during his employment with City he have the

sduties require
Employee lieu
of an automobile In
exclusive and unrestricted use at all times vacation excepted
for liability property damage and
of City providing an automobile and paying
and replacing the automobile
insurance and for maintaining repairing
comprehensive
monthly auto allowance of 800
City shall pay Employee a

SECTION 7 Dues and Subscriptions

of
and to pay the professional dues and subscriptions
budget
City agrees to
his continuation and full participation in national regional
Employee necessary for for Employee
s
and organizations necessary and desirable
state and local associations and for the good of the
and advancement
continued professional participation growth
City
 0

SECTION 8 Professional Development

and to pay the travel and subsistence expenses

A City hereby agrees to budget
and occasions adequate to
of Employee for professional and official travel meetings
of Employee and to adequately pursue
continue the professional development
Annual
functions for City including but not limited to the
necessary official and other
the League of California
Conference of the International City Management Association
state and local governmental groups and
Cities and such other national regional
committees thereof which serves as a member
Employee

for the travel and subsistence

B City also agrees to budget and to pay
that are necessary
for short courses institutes and seminars
expenses of Employee
of the City
for his professional development and for the good

SECTION 9 Chamber of Commerce Membership

in and before the local Chamber

of
City recognizes the desirability representation
become a member of such civic
of Commerce and Employee is authorized to
incident to such membership
City shall pay all expenses
organization

Vacation Sick and Administrative Leave

SECTION 10

vacation
shall accrue and have credited to his personal account
A Employee of City
and sick leave at the same rate as other general employees

shall be entitled to Administrative Leave of five 5 days during

B Employee
conjunction with accrued vacation and
each fiscal year This leave may not be taken in
accrue
must be taken off each year so as not to

SECTION 11 Disability Health and Life Insurance

provide hospitalization surgical

and comprehensive medical
A City agrees to
thereon Such
and to pay the premiums
insurance for Employee and his dependents
to that provided all other City employees
insurance shall be at least equal

travel insurance for Employee while he is traveling on

City
B City shall provide
to name beneficiary thereof
business with Employee

SECTION 12 Other Terms and Conditions of Employment

of
shall fix and such other terms and conditions
A The City Council of
as it may determine from to time relating to the performance
employment not inconsistent with or in conflict
provided such terms and conditions
are
Employee
with law or the provisions of this Agreement
 of the Municipal Code and regulations and rules of City relating
B All provisions and
to vacation and sick leave retirement and pension system contributions holidays
as they now exist or hereafter may be
otherfringe benefits and working conditions of
in like manner as they would to other employees
amended shall apply to Employee
with respect thereto are made herein
City unless other specific provisions
vacation and sick leave
C shall be entitled to receive the same
Employee accrued
benefits as are accorded department heads including provisions governing
vacation and payment therefor on termination of employment

SECTION 13 General Provisions

the parties
A The text herein shall constitute the entire Agreement between

benefit of the heirs at

B Agreement shall be binding
This upon and inure to the

law and executors of Employee

in this Agreement is held to

C If any provision or any portion thereof contained
the remainder of this Agreement or
be unconstitutional invalid or unenforceable
shall not be affected and shall remain in
portion thereof shall be deemed severable
full force and effect

SECTION 14 sFees
Attorney

to enforce or interpret the terms

In the event that any legal action is commenced
to any other relief
the prevailing party shall in addition
or conditions of this Agreement
s fees
and costs be entitled to reasonable attorney

to be
Rosemead has cause this Agreement
IN WITNESS WHEREOF the City of and
its Mayor and duly attested by its City Clerk
signed and executed in its behalf by the day and year
and executed this Agreement both in duplicate
Employee has signed
first above written

CITY OF ROSEMEAD

By
MAYOR

ATTEST By
Nina Castruita City Clerk

AS TO FORM By
APPROVED
Peter L Wallin City Attorney
 0

EMPLOYEE

By
Andrew C Lazaretto
 6

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement is made and entered into this 22nd day
of June 2004 by and between the City of Rosemead a municipal corporation hereinafter called
City and Bill Crowe hereinafter called Employee

WHEREAS the parties entered into an agreement for Employee to serve as City Manager
of City in 2002 and

WHEREAS City wishes to extend the Agreement with Employee

NOW THEREFORE in consideration of the mutual covenants herein contained the

parties amend their Agreement attached hereto as Exhibit A as follows

1 Section 2 C Term is hereby amended to read as follows

C Employee shall remain in the exclusive employ of City until May 31 2008 Employee
agrees not to seek to accept nor to become employed by any other employer until said
termination date unless said termination date is effected as hereinafter provided

2 Section 4 Salary is hereby amended to read as follows

City agrees to pay Employee for his services rendered pursuant hereto an annual base
salary as set forth below Said salary to be payable in installments at the same time as other

employees of the City are paid

Effective July 1 2004 Employee shall be paid an annual salary of 00

000
145

3 The Agreement between the parties is hereby amended to include a new

paragraph 14

Attorneys fees as follows

SECTION 14 ATTORNEYS FEES

In the event that any legal action is commenced to enforce or interpret the terms or

conditions of this Agreement the

prevailing party shall in addition to any other relief and costs
be entitled to reasonable sfees
attorney

Except as provided in this First Amendment to Employment Agreement

4 the

Agreement between the parties shall remain in full force and effect

C1
 IN WITNESS WHEREOF the City of Rosemead has caused this First Amendment to
Agreement to be signed and executed on its behalf by its Mayor and duly attested by its City
Clerk and Employee has signed and executed this First Amendment to Agreement both in
duplicate the day and year first above written

CITY OF ROSEMEAD

By l2 6
tv
Margar Clark Mayor

ATTEST

ancy V derrama CMC

City Clerk

APPROVED AS TO FORM AND CONTENT

Robert L Kress City Attorney

EMPLOYEE

Bill Crowe
 EMPLOYMENT AGREEMENT

THISAGREEMENT made and entered into this 23 day of April 2002 and

between the City of Rosemead State of California a municipal corporation

hereinafter called the City and Bill Crowe hereinafter called Employee

WITNESSETH

WHEREAS the City desires to employ the services of said Bill Crowe City
as

Manager of the City of Rosemead pursuant to the provisions of Title 2 Chapter

08 of the Rosemead Municipal Code and
2

WHEREAS it is the desire of the City Council to provide certain benefits

establish certain conditions of employment and to set working conditions of said

Employee and

WHEREAS it is the desire of the City Council to 1 retain the services of

Employee and provide inducement for him to remain in such employment 2 to
to

make possible s morale and peace of

full work productivity by assuring Employee
mind with respect to future security 3 to act as a deterrent against malfeasance or

inadequate performance on the part of the Employee and 4 to provide a just means
s services at such time as he may be unable fully to
for terminating Employee

discharge his duties due to disability or when City may desire to otherwise terminate
his employ and

WHEREAS Employee desires to be retained as City Manager of City

NOW THEREFORE in consideration of the mutual covenants herein contained

the parties agree as follows

SECTION 1 Duties

Effective June 1 2002 City hereby employs Bill Crowe as City Manager of

said City for the term provided in Section 2 hereof to perform the functions and
duties specified in Sections 080
08 and 090
2 08of said Municipal Code and
2 to

perform such other legally permissible and proper duties and functions as the City
Council shall from time to time assign

SECTION 2 Term

A Nothing in this Agreement shall prevent limit or otherwise interfere with

the right of the City Council to terminate the services of Employee at any time

subject only to the provisions set forth in Section 3 paragraphs A and B of this
Agreement
 0

B Nothing in this Agreement shall prevent limit or otherwise interfere with

the right of Employee to resign at any time from his position with City subject only
to the provisions set forth in Section 3 paragraph C of this Agreement

C Employee shall followingassumption of the office of City Manager on

the
June 1 2002 remain in the exclusive employ of the City until May 31 2006

Employee agrees to not to seek to accept nor to become employed by any other
employer until said termination date unless said termination date is effected as
hereinafter provided

The term employed by any other employer shall not be construed to include

off
occasional teaching writing or consulting performed on s
Employee time

D In the event written notice is not given by either party to this Agreement to

the other at least 180 days prior to the termination date as hereinabove provided
this shall be extended on the same terms and conditions as herein
Agreement
provided for an additionalperiod of two years This Agreement shall continue
thereafter year periods unless at least 180 days written notice is given prior
for two
to time of year period
expiration of a two

SECTION 3 Termination and Severance Pay

A Employee is terminated by the City Council before expiration

In the event
of the aforesaid term of employment and during such time as Employee is willing and
able to perform the duties of City Manager then in that event City agrees to pay

Employee a lump such cash payment equal to eighteen months aggregate salary
severance pay subject to the limitations of Government Code Section 53260 a In
no event shall the Employee receive more than eighteen 18 months salary as

severance pay In addition to the cash settlement City shall continue to provide full
health benefits to Employee for the entire severance period or until Employee
secures other employment which provides equivalent health benefits whichever

occurs first In the event Employee is terminated because of his conviction of any

illegal act involving personal gain to him then in that event City shall have no
obligation to pay such severance pay provided for in this paragraph

B In the event City during the employment term reduces the

at any time

salary or other financial benefits of Employee in a greater percentage than an

board reduction for all City employees or in the event City
applicable across
the
refuses following written notice to comply with any other provision hereof
benefiting Employee or if Employee resigns following a suggestion whether formal
or informal by the City Council that he resign then in that event Employee may at

his option be deemed to be terminated at the date of such reduction such refusal
or such resignation for the purpose of the above severance pay provision
 C Employee shall give the City six months written notice in advance in the
event Employee voluntarily resigns his position with City before expiration

of the aforesaid term of employment

SECTION 4 Salary

agrees to pay Employee for his services rendered pursuant hereto an

City
000 payable in installments at the same time as other
annual base salary of 125

employees of City are paid

In addition City or other benefits of

agrees to increase said base salary and
Employee in such amounts and to such an extent as the City Council may determine
to be desirable on the basis of an annual salary review of said Employee Such

review shall be made at the same time as similar consideration is given other

employees of City generally

SECTION 5 Hours of Work

A It is recognizedEmployee must devote a great deal of his time

that outside

normal office hours to business of the City and to that end Employee will be allowed
said
to take equivalent compensatory time off as he shall deem appropriate during
normal office hours

BEmployee shall not spend more time than ten 10 hours per week in
connected business without
teaching consulting or other noncity the express prior
approval of the City Council

SECTION 6 Automobile

sduties require
Employee that he shall have the exclusive and unrestricted use

at all times vacation excepted during his employment with City of an automobile
for
provided to him by City City shall be responsible for paying liability property
and comprehensive insurance and for the purchase operation maintenance
damage
repair and regular replacement of said automobile

SECTION 7 Dues and Subscriptions

City agrees to budget and to pay the professional dues and subscriptions of
Employee necessary for his continuation and full participation in national regional
state and local associations and organizations necessary and desirable for
scontinued professional participation growth and advancement and for
Employee
the good of the City
 SECTION 8 Professional Development

A City hereby agrees to budget and to pay the travel and subsistence
expenses of Employee for professional and official travel meetings and occasions
adequate to continue the professional development of Employee and to adequately
pursue necessary official and other functions for City including but not limited to the
Annual Conference of the International City Management Association the League of
California Cities and such other national regional state and local governmental

groups and committees thereof which Employee serves as a member

B City also agrees to budget and to pay for the travel and subsistence
expenses of Employee for short courses institutes and seminars that are necessary
for his professional development and for the good of the City

SECTION 9 Chamber of Commerce Membership

the desirability of representation in and before the local

City recognizes
Chamber of Commerce and Employee is authorized to become a member of such

civic organization City shall pay all expenses incident to such membership

SECTION 10 Vacation Sick and Administrative Leave

A Employee shall accrue and have credited to his personal account vacation
and sick leave at the same rate as other general employees of City

B Employee shall be entitled to Administrative Leave of five 5 days during

each fiscal year This leave may not be taken in conjunction with accrued vacation
and must be taken off each year so as not to accrue

SECTION 11 Disability Health and Life Insurance

A City agrees to provide hospitalization surgical and comprehensive medical

insurance for Employee and his dependents and to pay the premiums thereon Such
insurance shall be at least equal to that provided all other City employees

B City shall provide travel insurance for Employee while he is traveling on

City business with Employee to name beneficiary thereof

SECTION 12 Other Terms and Conditions of Employment

A The City Council shall fix any such other terms and conditions of

employment as it may determine from to time relating to the performance of

Employee provided such terms and conditions are not inconsistent with or in conflict

with law or the provisions of this Agreement