HomeMy WebLinkAboutC-8568-3 - Second Amended and Restated Employement Agreement - City ManagerCITY OF NEWPORT BEACH
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
CITY MANAGER
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
("Agreement") is made effective as of January 26, 2021 ("Effective Date") and is
entered into by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and Charter City ("Employer" or "City") and GRACE K.
LEUNG ("Employee"), an individual (sometimes collectively referred to herein as
"the Parties").
RECITALS
A. City is a municipal corporation duly organized and validly existing under the
laws of the State of California with the power to carry on its business as it is
now being conducted under the statutes of the State of California and the
Charter of the City.
B. Employee has been continuously employed by City as City Manager since
September 4, 2018. Employee is currently employed under a First Amended
and Restated Employment Agreement approved April 9, 2019 ("Employment
Agreement").
C. The Parties mutually agree that they intend for this Agreement to supersede
all prior Employment Agreements, and that upon execution of this Agreement,
any prior Employment Agreements shall have no force or effect.
D. The Parties also mutually agree that this form of Agreement reflects the terms
and conditions under which the Parties intend and desire to continue
Employee's employment, and that there are no other Agreements between
them; oral, written or implied.
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NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties
as follows:
SECTION 1: Term and Notice of Non -Renewal
A. This Agreement shall become effective January 26, 2021 ("Effective Date").
Subject to the City's right to terminate Employee's employment at any time as
provided for in this Agreement, Section 500 of the City Charter, and Newport
Beach Municipal Code ("NBMC"), Section 2.08.050, the term of this Agreement
is two (2) years from the Effective Date.
B. This Agreement shall automatically be extended for one additional 12 -month
period on each annual anniversary of the Effective Date of the Agreement,
unless City notifies Employee of its intent not to extend the Agreement at least
six (6) months prior to expiration of the original Term, or the Term of any
subsequent automatic extension of this Agreement.
C. City's election not to extend this Agreement shall not entitle Employee to
Severance pursuant to Section 7 of this Agreement.
SECTION 2: Duties and Authority
A. Employer agrees to continue to employ Employee as City Manager to
exercise the powers and authority and to perform the functions and duties
specified in the Newport Beach City Charter, the Newport Beach Municipal
Code ("NBMC") and all relevant resolutions, rules, regulations, procedures,
applicable job description(s) and state codes, as they currently or may in the
future exist. Employee shall exercise such power and authority and perform
such other functions and duties, not inconsistent with this Agreement, as
Employer, by its City Council, may legally assign.
SECTION 3: Compensation and Performance Evaluation
A. Employer agrees to pay Employee an annual base salary of Two Hundred,
Eighty -One Thousand, Two Hundred and Twenty Dollars ($281,220) ("Base
Salary"), which is a 2% increase, effective on the first day of the pay period
following approval of the Agreement. The Base Salary shall be subject to
deductions and withholdings of any and all sums required for federal or state
income tax, pension contributions, and all other taxes, deductions or
withholdings required by then current state, federal or local law, prorated and
paid on Employer's normal paydays for the City Manager, City Attorney, City
Clerk and any Department Directors not covered by collective bargaining
agreements ("Executive Management Employees"). Employer shall also
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deduct sums Employee is obligated to pay because of participation in plans or
programs described in Section 4 of this Agreement. The annual Base Salary
of Employee is within the approved salary range adopted by resolution of the
City Council.
B. Effective the pay period which includes January 1, 2022, and annually
thereafter; Employee shall receive a Base Salary increase equal to the lesser
of: (1) a two percent (2.0%) salary adjustment or (2) a cost of living adjustment
based on an increase in the "Cost of Living," as defined by the California
Government Code ("Government Code" or "GOV") Section 3511.1, as it
currently exists or may be modified in the future.
The cost of living adjustment will be calculated by comparing the last
published index number that is closest in time to the date the adjustment in
compensation is to be made, and the corresponding index number for one
year earlier. [(A- B)/B*100=i, where A=Most recent index B=Corresponding
index for one-year earlier i=Cost of living adjustment, in percent].
C. Employee shall receive a one-time, lump sum bonus in the amount of Six
Hundred, Thirty -Six Dollars ($636) in the first payroll period after the complete
execution of this Agreement.
D. Employer, by the City Council, and Employee may set mutually agreed upon
objectives for each year under this Agreement. Employer, by the City Council,
may elect to conduct an evaluation of Employee's performance at any time or
times during the period in which this Agreement remains in effect.
E. Employee's compensation as discussed under this Section is not tied to the
compensation of any other City employee or group of City employees, except
as expressly provided in this Agreement.
SECTION 4: Employee Benefits
A. Benefit Balances Carried Over. Employee shall not have a break in
employment service between the prior Employment Agreement and this
Agreement. All of Employee's accrued leave and other benefit balances shall
carry over as agreed, and Employee leave and benefit balances shall
continue to accrue under the terms of applicable City policies and this
Agreement.
B. Flex Leave. Employee shall accumulate Flex Leave as provided in the City's
Key and Management Compensation Plan ("Compensation Plan"), Executive
Management category, at the rate designated for Employee's years of
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service. Employee's maximum accrual for Flex Leave is limited to four
hundred (400) hours. No Flex Leave shall further accrue beyond said
maximum. The right to sell back accumulated Flex Leave shall be consistent
with the Compensation Plan, LEAVES, Section H - Leave Sellback.
C. Administrative Leave. Employee shall be entitled to a maximum of eighty (80)
hours of paid Administrative Leave and shall be credited with said leave the
first pay period in January of each calendar year. Administrative Leave will
not rollover from calendar year to calendar year and must be used each
calendar year or no additional entitlement above eighty (80) hours shall arise
or occur. Upon separation from employment, Employee shall be entitled to
payment of any hours remaining of the eighty (80) entitled hours that were not
used in the calendar year. Consistent with the Compensation Plan, there is
no right to sell back any accumulated Administrative Leave.
D. Additional Benefits. Unless otherwise provided in this Agreement, Employee
shall receive the same benefits as are available to Executive Management
Employees under the Compensation Plan and/or Employee Policy Manual
("EPM"), including cafeteria benefits, LIUNA Supplemental Pension, IRS
Section 125 Flexible Spending Accounts, short-term and long-term disability
plans, life insurance plans, and deferred compensation plans. This
Agreement shall be deemed amended whenever the City Council adopts a
resolution or takes action changing these benefits under the Compensation
Plan and/or EPM.
E. Annual Physical Exam. Employee may undergo an annual physical
examination and City shall reimburse Employee for the actual cost of the
examination up to a maximum of One Thousand, Two Hundred and Fifty
Dollars ($1,250).
F. Automobile Allowance. Employee's duties require Employee to be available
and to respond to demands of City business at all times and outside of regular
business hours, including weekends. Employer shall, therefore, pay to
Employee an Automobile Allowance of Five Hundred Dollars ($500) per
month to respond to these demands of City business.
G. Phone Allowance. Employee shall be entitled to the same phone allowance
as provided to any Executive Management Employee.
H. Attorneys' Fees. Upon the submission of invoices acceptable to the City
Attorney, the City shall reimburse Employee for the reasonable, actual legal
fees and costs incurred by Employee for legal review of this Agreement, up to
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a maximum of Four Thousand Dollars ($4,000).
Deferred Compensation. Employer shall contribute to Employee's City -
sponsored deferred compensation account as follows: Effective on the first
day of the pay period following the approval of this Agreement, Employer shall
contribute up to Nineteen Thousand and Five Hundred Dollars ($19,500) per
calendar year towards Employee's deferred compensation account.
For calendar year 2021, Employer shall consider any prior City or Employee -
paid contributions since January 1, 2021 and shall prorate biweekly
contributions for the remaining number of pay periods in 2021, if necessary,
so as not to exceed $19,500.
Beginning calendar year 2022, and continuing thereafter, Employer shall make
bi-weekly contributions towards Employee's City -sponsored deferred
compensation account up to the amount of $19,500 per calendar year.
J. Amendment of Benefits. Except as expressly provided under Section 4 of this
Agreement, Employee's benefits are not tied to the compensation of any other
City employee or group of City employees.
K. Retirement - CalPERS. Employee is a California Public Employees' Retirement
System ("CalPERS") classic member. Employee is enrolled in the City's Tier 2
"Classic" CalPERS retirement program. Employee contributes thirteen percent
(13%) of compensation earnable towards Employee's retirement benefit which is
designated as follows: 7% of Employee/Member's total PERSable salary as the
Employee/Member Contribution and 6% as cost sharing of the Employer
Contribution Rate in accordance with Government Code section 20516(f).
In the event the City Council adopts a Compensation Plan in which retirement
contributions for non -safety members of the Key & Management Group exceeds
13%, this Agreement shall be deemed amended and Employee will be subject to
the same formula or percentage contribution as it is applied to the non -safety
members of the Key & Management Group covered under the Compensation Plan
and for the same duration. In no event shall the Employee's retirement
contribution be less than 13%. Employee retirement contributions that are in
addition to the normal PERS Member Contribution shall be calculated on Base
Salary, special pays, and other pays normally reported as "PERSable"
compensation, and will be made on a pre-tax basis through payroll deduction, to
the extent allowable by the Government Code.
SECTION 5: General Business Expenses
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A. Employer recognizes that Employee may incur expenses of a non -personal,
job-related nature that are reasonably necessary to Employee's service to
Employer. Employer agrees to either pay such expenses in advance or to
reimburse the expenses, so long as the expenses are incurred and submitted
according to Employer's normal expense reimbursement procedures or such
other procedure as may be designated by the City Council. To be eligible for
reimbursement, all expenses must be supported by documentation meeting
Employer's normal requirements and must be submitted within time limits
established by Employer.
B. Employer agrees to budget and pay for professional dues, membership and
subscriptions of Employee necessary for continuation and participation in the
International City/County Management Association (ICMA), Cal-ICMA, the
California City Manager's Foundation (CCMF), state and national League of
Cities and such other organizations as Employer and Employee may agree
from time to time. Employer also agrees to pay the cost of a corporate surety
bond as contemplated by Section 503 of the City Charter.
C. Employer agrees to budget and reimburse Employee or pay for reasonable
costs for attendance and participation in meetings, institutes, training
programs, conferences, conventions and similar gatherings that support
leadership development and the advancement of Employer and Employee's
mutually agreed upon goals, and which are related to Employee's duties or
Employer's operations and held in the continental United States. For
purposes of this paragraph, reasonable expenses are limited to the reasonable
and actual cost of registration, coach -class airfare (where applicable), ground
transportation and meals. Reasonable expenses will also include the
reasonable and actual cost of lodging for meetings outside of Orange County.
D. The expenses to be budgeted and paid in this Section 5, Paragraphs A, B,
and C above, are exclusive of reasonable expenses related to events,
participation in organizations, or attendance at events or meetings on behalf
of the City as required by the City Council. Employer will separately budget
and pay for membership and participation in community, civic or other
organizations or events in which Employer requires Employee to participate.
SECTION 6: At -Will Employment Relationship
A. Consistent with Article V of the City Charter, Section 500, Employee is
appointed by and serves at the pleasure of the City Council. Nothing in this
Agreement shall prevent, limit or otherwise interfere with the right of Employer
to terminate this Agreement and the employment of Employee at any time,
Leung Second Amended and Restated Employment Agreement Page 6
with or without Cause (as defined below), and with or without notice. Employer
shall pay Employee for all services through the Effective Date of termination
and Employee shall have no right to any additional compensation or payment,
except as provided in Section 7, Severance and Benefit Payoff at Termination
and General Release Agreement, below.
B. Nothing in this Agreement shall prevent, limit or otherwise interfere with the
right of Employee to resign from Employee's employment with Employer,
subject only to Employee providing a minimum of forty-five (45) calendar days
prior written notice to Employer of the effective date of Employee's resignation.
Upon the effective date of resignation, Employee forfeits all compensation
and benefits owing for the remainder of the term of this Agreement, as well
as any potential "Severance" pay per Section 7 below.
SECTION 7: Severance and Benefit Payoff at Termination and General
Release Agreement
A. Termination Without Cause. If Employer terminates this Agreement (thereby
terminating Employee's employment) without Cause, as determined by the
affirmative votes of a majority of the members of the City Council at a meeting
of the City Council, and if Employee signs, delivers to the City Council, and
does not revoke the Agreement of Separation, Severance and General
Release Agreement in the form attached hereto as Exhibit A, then Employer
shall pay Employee beginning on the effective date of termination a lump sum
benefit equal to six (6) months of Employee's then applicable Base Salary
and shall provide six (6) months of medical coverage as provided under the
Compensation Plan, as long as Employee is already enrolled in and receiving
medical coverage through the City medical benefits plan at the time of
termination.
In accordance with Government Code Section 53260(a), in no event shall
Employee receive a cash settlement that is greater than the monthly Base
Salary of Employee multiplied by the number of months left on the unexpired
term of the Agreement.
The lump sum payment described in this Section 7(A) shall be referred to
herein as "Severance".
B. Termination With Cause. If Employer terminates this Agreement (thereby
terminating Employee's employment) with Cause, as determined by the
affirmative votes of a majority of the members of the City Council at a meeting
of the City Council, Employee shall not be entitled to any additional
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compensation or payment, including Severance. If the City Council intends to
terminate with Cause, based on a reason or reasons set forth in subparts 5 or
6 immediately below, the Council shall first deliver to Employee a written
Notice of Intent to Terminate, stating the reason or reasons for the proposed
termination, and providing a thirty (30) day period for Employee to cure. If, in
the City Council's independent judgment, Employee cures the identified
reason or reasons for Cause termination, Employee shall not be terminated
therefor. As used in this Agreement, Cause shall only mean any of the
following:
1. Conviction of afelony;
2. Conviction of a misdemeanor arising out of Employee's duties under this
Agreement and involving a willful or intentional violation of law;
3. Conviction of any crime involving an "abuse of office or position," as that
term is defined in Government Code Section 53243.4;
4. Willful abandonment of duties;
5. Repeated failure to carry out a directive or directives of the City Council
made by the City Council as a body; and
6. Any grossly negligent action or inaction by Employee that materially and
adversely: (a) impedes or disrupts the operations of Employer or its
organizational units; (b) is detrimental to employees or public safety or(c)
violates properly established rules or procedures of Employer.
C. In no event may Employee be terminated within ninety (90) days after any
municipal election for the selection or recall of one or more of the members
of the City Council. (NBMC section 506)
D. Resignation. If Employee resigns or otherwise terminates this Agreement
(thereby terminating Employee's employment), Employee shall not be entitled
to any additional compensation or payment, including Severance.
E. Upon termination (regardless of reason), Employee shall be compensated for
all accrued but unused Flex Leave and unused Administrative Leave.
SECTION 8: Employee's Obligations and Hours of Work
A. Employee shall devote Employee's full energies, interests, abilities and
productive time to the performance of this Agreement and utilize Employee's
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best efforts to promote Employer's interests. Employee's duties may involve
expenditures of time in excess of the regularly established workday or in
excess of a forty (40) hour workweek and may also include time outside
normal office hours, including attendance at City Council meetings.
Employee's Base Salary includes compensation for all hours worked and
Employee shall be classified as an exempt employee for purposes of overtime
and shall not be entitled to any form of compensation for overtime. In
recognition of the significant time Employee will need to devote outside
normal office hours to business activities of Employer and the exempt salaried
nature of the employment, Employee is permitted to exercise a flexible work
schedule. However, consistent with this flexibility and Employee's
participation in activities out of the office, Employee will generally be expected
to keep office hours at City Hall, Monday through Friday, during normal
business hours.
SECTION 9: Confidentiality and Non -Disparagement
A. Employee acknowledges that in the course of Employee's employment
contemplated herein, Employee will be given or will have access to privileged,
confidential and proprietary documents and information, relating to the City,
its residents, businesses, employees, and customers ("Confidential
Information"). Such Confidential Information may include, but is not limited to,
all information given to or otherwise accessible to Employee that is not public
information or would be exempt from public disclosure as confidential,
protected, exempt or privileged information. Employee shall hold the
Confidential Information in trust for City's benefit and shall not disclose the
Confidential Information to others without the express written consent of City.
B. Except as otherwise required by law, in the event the City terminates
Employee with or without Cause, the City and Employee agree that no
member of the City Council, the City's management staff, nor the Employee
shall make any written, oral, or electronic statement to any member of the
public, the press, or any City employee concerning the Employee's
termination except in the form of a joint press release or statement, which is
mutually agreeable to City and Employee. The joint press release or
statement shall not contain any text or information that is disparaging to either
Party. Either Party may verbally repeat the substance of the joint press
release or statement in response to any inquiry. Nothing herein shall prohibit
any Council Member or Employee from exercising their rights under the First
Amendment to the United States Constitution.
C. The obligations of Employer and Employee under this Section 9 shall survive
Leung Second Amended and Restated Employment Agreement Page 9
the termination of this Agreement.
SECTION 10: Outside Activities
A. Employee shall not engage in any employment, activity, consulting service or
enterprise for compensation, or otherwise, which is, actually or potentially,
inconsistent, incompatible, in conflict, inimical to or which materially interferes
with Employee's duties and responsibilities to Employer. (GOV § 1125 - 1129)
SECTION 11: Indemnification
A. To the extent mandated by the California Government Code, the City shall
defend, hold harmless, and indemnify Employee against any tort, professional
liability, claim or demand, or other legal action arising out of an alleged act or
omission occurring in the performance of employee's services under this
Agreement. This section shall not apply to any intentional tort or crime
committed by Employee, to any action outside the course and scope of the
services provided by employee under this Agreement, or any other intentional
or malicious conduct or gross negligence of Employee. (GOV § 825, 995, et.
seq.)
B. Notwithstanding the foregoing, and consistent with Sections 53243 through
53243.3 of the Government Code, Employee shall be required, if convicted of
a crime involving an abuse of Employee's office or position, to fully reimburse
the City for: (1) any paid leave salary offered by the City to the Employee; (2)
any funds provided for the legal criminal defense of the Employee; (3) any
cash settlement related to the termination that Employee may receive; and
(4) any other payments received by Employee from City that in any way relate
to the foregoing.
SECTION 12: Other Terms and Conditions of Employment
A. Employer may fix other terms and conditions of employment, as it may
determine from time to time, relating to the performance of the Employee,
provided such terms and conditions are not inconsistent with or in conflict with
the provisions of this Agreement or applicable law.
SECTION 13: Notices
A. Notice pursuant to this Agreement shall be given by depositing written
notification in the custody of the United States Postal Service, postage
prepaid, addressed as follows:
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(1) EMPLOYER:
City of Newport Beach
c/o City Clerk
100 Civic Center Drive
Newport Beach, California 92660
(2) EMPLOYEE: Grace K.Leung
at the home address then shown in Employer's files
B. Alternatively, notice required pursuant to this Agreement may be personally
served in the same manner as is applicable in civil judicial practice. Notice shall
be deemed given as of the date of personal service or five days after the date
of mailing.
SECTION 14: General Provisions
A. Integration. This Agreement sets forth the final, complete and exclusive
agreement between Employer and Employee relating to the employment of
Employee by Employer. Any prior discussions or representations by or
between the Parties are merged into this Agreement or are otherwise
rendered null and void. The Parties by mutual written agreement may amend
any provision of this Agreement during the life of the Agreement. Such
amendments shall be incorporated and made a part of this Agreement. The
foregoing notwithstanding, Employee acknowledges that, except as expressly
provided in this Agreement, Employee's employment is subject to Employer's
generally applicable rules and policies pertaining to employment matters,
such as those addressing equal employment opportunity, sexual harassment
and violence in the workplace, as they currently or may in the future exist, and
Employee's employment is, and will continue to be, at the will of the City
Council.
B. Binding Effect. This Agreement shall be binding on the Employer and the
Employee as well as their heirs, assigns, executors, personal representatives
and successors in interest.
C. Choice of Law. This Agreement shall be interpreted and construed pursuant to
and in accordance with the laws of the State of California and all applicable City
Charter provisions, Codes, Ordinances, Policies and Resolutions.
D. Severability. If any provision of this Agreement is held invalid or unenforceable,
the remainder of this Agreement shall nevertheless remain in full force and
effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it shall nevertheless remain in full force and effect
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in all other circumstances.
E. Conflict with City Charter or Municipal Code. In the event of a conflict between
the provisions of this Agreement and the City Charter, or this Agreement and
the NBMC, the City Charter or the NBMC shall prevail over this Agreement.
All other City personnel ordinances, resolutions, rules, and policies shall apply
to Employee in the same manner as applied to other Executive Management
Employees.
F. Employee's Independent Review. Employee acknowledges that Employee
has had the opportunity and has conducted an independent review of the
financial and legal effects of this Agreement. Employee acknowledges that
Employee has made an independent judgment upon the financial and legal
effects of this Agreement and has not relied upon any representation of
Employer, its officers, agents or employees other than those expressly set
forth in this Agreement. Employee acknowledges that Employee has been
advised to obtain and has availed oneself of legal advice with respect to the
terms and provisions of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates reflected below each signature.
[Signatures on next page]
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EMPLOYER
CITY OF NEWPORT BEACH,
A Municipal Corporation
By:
vvd
gm Avery, Mayor
EMPLOYEE,
An Individual
By:
13
e K. Leung
Date: Date:
APPROVED AS TO FORM:
By: r Date:
Edward P. Z pia
THE ZAPPI lAW FIRM
A Professional Corporation
ATTEST:
oa,a �.a�aoai
[End of Signatures]
Attachment: Exhibit A - General Release Agreement
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Exhibit A
GENERAL RELEASE AGREEMENT
This General Release Agreement ("Agreement") is entered into by and between
GRACE K. LEUNG ("Employee") and CITY OF NEWPORT BEACH ("Employer"), in light of
the following facts:
A. Employee's employment with Employer concluded on
B. Certain disputes have arisen between Employer and Employee.
C. Employer and Employee each deny any liability whatsoever to the other.
D. Employer and Employee wish to fully and finally resolve any and all disputes
they may have with each other.
E. Employee is hereby informed that Employee has twenty-one (21) days from
receiptof this Agreement to consider it. Employer hereby advises Employee to consult with
Employee's legal counsel before signing this Agreement.
F. Employee acknowledges that for a period of seven (7) days following the
signing of this Agreement ("Revocation Period"), Employee may revoke the Agreement. This
Agreement shall not become effective or enforceable until the day the Revocation Period
has expired.
G. Employee acknowledges that the Salary Payment referenced in paragraph 1
of this Agreement represents all compensation, including salary, accrued benefit balances
and reimbursed expenses, due and payable to Employee through the date of employment
termination. Employee also acknowledges that Employer has made this Salary Payment
without regard to whether Employee signs this Agreement. The Salary Payment does not
constitute consideration for this Agreement. Employee acknowledges that the Severance
referenced in paragraph 2 of this Agreement is in excess of all amounts that are due and
owing to Employee as a result of Employee's employment by Employer.
1. Receipt of Salary Payment. Employee hereby acknowledges receipt of a check
or checks for all compensation owing to Employee, including salary, accrued benefit
balances and reimbursed expenses ("Salary Payment") from Employer.
2. Severance. Within ten (10) days following Employee's signing, delivering to the
City Council, and not revoking this Agreement, City shall pay Employee the gross amount
provided for in Section 7 of the Second Amended and Restated Employment Agreement
effective January 26, 2021, less applicable deductions, and shall provide the months of
medical benefits as provided in that same Section 7 ("Severance"). Employee acknowledges
that the Severance is in excess of all amounts due and owing Employee as a result of
Employee's employment by Employer.
Page 14
3. General Release. In consideration of the Severance to be paid and provided
to Employee, and other good and valuable consideration, Employee hereby releases and
discharges Employer and its past and present City Council Members, employees,
representatives and agents, from all rights, claims, causes of action, and damages, both
known and unknown, in law or in equity, concerning and/or arising out of Employee's
employment with Employer which Employee now has, or ever had, including but not limited
to any rights, claims, causes of action or damages arising under Title VII of the Civil Rights
Act of 1964, the Vocational Rehabilitation Act of 1973, the Employee Retirement Income
Security Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act,
the Older Workers Benefits Protection Act, the Family and Medical Leave Act of 1993, the
Domestic Partners Act of 2003, the California Labor Code, the Private Attorneys General Act
of 2004, the California Moore -Brown -Roberti Family Rights Act, the California Unruh Civil
Rights Act, the California Fair Employment and Housing Act, any other federal, state, or local
employment practice legislation, or any federal or state common law, including wrongful
discharge, breach of express or implied contract, or breach of public policy.
Employee hereby waives and relinquishes all rights and benefits afforded by Section
1542 of the Civil Code of California. Employee understands and acknowledges the
significance and consequences of this specific waiver of Section 1542. Section 1542 of the
Civil Code of California states as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY."
Notwithstanding the provisions of Section 1542, and for the purpose of implementing
a full and complete release and discharge of Employer and its past and present City Council
Members, employees, representatives and agents, Employee expressly acknowledges that
this General Release is intended to include in its effect, without limitation, all claims which
Employee does not know or suspect to exist in Employee's favor.
Employee further acknowledges that Employee has read this General Release and
that Employee understands that this is a general release, and that Employee intends to be
legally bound by the same.
4. Fees. Employee and Employer agree that in the event of litigation relating to this
General Release Agreement, the prevailing party shall not be entitled to recover
its reasonable attorneys' fees.
Page 15
CITY OF NEWPORT BEACH
Dated , 20_ By:
Dated: , 20_ By:
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Aaron C. Harp, City Attorney
Date:
ATTEST:
Leilani Brown, City Clerk
Date:
Newport Beach Mayor
Grace K. Leung
Page 16