389020.1
EMPLOYMENT AGREEMENT
BETWEEN THE CITY OF BARSTOW AND ROCHELLE CLAYTON
RECITAL
The City Council selected Rochelle Clayton (hereafter, “City Manager”) to serve as City Manager of the City of Barstow (hereafter, “City”), and City Manager accepts such employment, subject to approval of this employment agreement (hereinafter, this “Agreement”), background check, and physical examination. Accordingly, the parties agree as follows:
AGREEMENT
1. Effective Date
This Agreement shall become effective on March 10, 2025 (hereinafter, the “Effective Date”), provided it has been executed by City Manager and duly approved by the City Council.
2. Term of Employment
A. Pursuant to the provisions of the Barstow Municipal Code Section 2.08.010, City Manager serves at the pleasure of the City Council and on an “at will” basis and has no vested right to her employment, subject to the terms and provisions of this Agreement as set forth below. This Agreement will remain in full force and effect until one of the parties terminates it as provided in this Agreement.
3. Duties; Hours of Work
A. City Manager shall perform those functions and duties specified by State law, the Barstow Municipal Code, the City Manager job description, and by formal direction of the City Council. The City Manager shall also serve as District Manager of the Barstow Fire Protection District, District Manager of the Odessa Water District, and Executive Director of the Successor Agency to the former Barstow Redevelopment Agency. City Manager shall perform such duties in accordance with the highest professional and ethical standards of the City Manager profession. City Manager shall not engage in any activity which is, or which may become, incompatible with the office of City Manager, as provided for by State law. During the term of this Agreement, City Manager agrees to remain in the exclusive employ of the City while employed by the City, which shall not prohibit occasional teaching, writing or speaking for compensation, with advanced notification to the City Council of such teaching, writing, speaking, consulting, or other employment performed. City Manager shall not engage in any such 389020.1
occasional outside employment that creates a conflict of interest with her position as City Manager.
B. City Manager is an “exempt” employee under the Fair Labor Standards Act, and is expected to engage in those hours of work that are necessary to fulfill the obligations of the City Manager position. City Manager does not have set hours of work as she is expected to be available at all times. It is recognized that City Manager must devote a great deal of time to City’s business outside of City’s customary office hours, and to that end City Manager’s schedule and location of work each day and week will vary in accordance with the work required to be performed and in accordance with any specific direction provided by the City Council. To ensure responsiveness in the event of an emergency, Employee agrees to reside within approximately sixty minutes’ response time to City Hall.
4. Compensation
A. City Manager shall receive an annual gross base salary of Two Hundred Seventy-Four Thousand Dollars ($274,000), payable in equal bi-weekly payments in the same manner as all full time City employees, and subject to all applicable payroll taxes and withholdings.
5. Professional Memberships & Meetings; Other Expenses
A. City shall pay for City Manager’s professional membership in the League of California Cities, International City / County Management Association, and California City Management Foundation. City shall pay for City Manager to attend the annual League of California Cities conference. City will pay for such other professional memberships and conference attendance as may be approved and budgeted by the City Council. City shall allow other professional conference attendance applicable to professional development, if paid for by City Manager when City budget is not sufficient.
B. City recognizes that certain expenses of a non-personal and job-related nature may be incurred by City Manager. City agrees to reimburse City Manager for reasonable expenses which are authorized by City’s adopted budget; submitted to the City Council for approval; and which are supported by expense receipts, statements, or personal affidavits, and audit thereof in like manner as other demands against City.
6. Deferred Compensation
City shall contribute five percent of City Manager’s base salary into a deferred compensation plan, subject to applicable Internal Revenue Service regulations. 389020.1
7. Vacation
Upon commencement of employment, City Manager shall be granted 80 hours of paid vacation leave, as an advance on vacation leave accrual from the first 12 pay periods.
City Manager will accrue 6.8 hours of vacation leave per pay period. Vacation leave shall continue to accrue during periods when Employee is actively using said vacation leave time. The maximum number of vacation hours that can be accumulated and maintained in City Manager’s vacation account shall be two (2) years’ worth of accrual. City Manager may cash out and use vacation leave in the same manner and under the same limitations imposed upon Management Employees. Upon termination or resignation from employment, City Manager shall be entitled to compensation for 100% of accumulated and unused vacation leave at City Manager’s then-current salary, not to exceed the maximum accrual amount set forth above.
8. Administrative Leave
Upon the effective date of this Agreement, and on the first day of each subsequent fiscal year, City Manager shall be granted ninety hours of administrative leave with pay which may be used at any time during the fiscal year. On the last complete payroll period of each fiscal year, City Manager may be paid in cash for any administrative leave hours granted but not taken during the fiscal year. Administrative leave hours not taken in one fiscal year may be carried over to the next fiscal year. The maximum number of administrative leave hours that can be accumulated and maintained by City Manager is 180 hours.
9. Sick Leave
Upon the effective date of this Agreement, pro-rated for the remaining portion of the fiscal year, and on the first day of each subsequent fiscal year, City Manager shall be granted 104 hours of sick leave with pay which may be used at any time during the fiscal year. Sick leave may be used in the same manner and under the same limitations imposed upon Management Employees.
10. Conformance With Unit 6 Agreement
A. Except as modified in this agreement, the following provisions of the Memorandum of Understanding Between the City of Barstow and the Barstow Management Employees’ Association Unit 6 (“Unit 6 Agreement”), currently in effect or later adopted, shall apply to City Manager. City Manager is not a member of the Barstow 389020.1
Management Employees’ Association Unit 6, nor any other union, and is instead being provided these benefits under this Agreement by individual agreement between the City and the City Manager.
i. City shall provide to City Manager medical, dental, vision, life and long term disability insurance under the same terms and conditions offered to the City’s exempt management employees covered by the Unit 6 Agreement (“Management Employees”).
ii. City shall provide City Manager with enrollment in the California Public Employees Retirement System (“PERS”) under the same terms and conditions offered to Management Employees including, without limitation, employee contribution towards employer share of PERS contributions. iii. City shall provide City Manager with retiree benefits under the same terms and conditions offered to Management Employees.
iv. City shall provide Bereavement Leave to City Manager in the same manner and under the same limitations imposed upon Management Employees. v. City Manager shall be entitled to the same number of holidays as provided to Management Employees.
11. Performance Evaluations
A. During the first year of this Agreement, the City Council shall evaluate City Manager’s performance at least twice. In subsequent years of this Agreement, the City Council shall evaluate City Manager’s performance at least once annually. It shall be City Manager’s responsibility to initiate these performance reviews.
B. During City Manager’s performance evaluations, the City Council and City Manager shall develop mutually agreed upon performance goals and criteria which the City Council shall use in reviewing City Manager’s performance. City Manager will be afforded an adequate opportunity to discuss each evaluation with the City Council.
C. City Manager’s base salary may only be increased by separate action of the City Council following a performance evaluation.
12. Indemnification
City shall defend, hold harmless, and indemnify City Manager against any claim, demand, judgment, or action of any type or kind arising within the course and scope of 389020.1
City Manager’s employment to the extent required by Government Code Sections 825 and 995.
13. Other Terms and Conditions of Employment
A. The City Council may from time to time fix other terms and conditions of employment relating to the performance of City Manager, provided such terms and conditions are not inconsistent with or in conflict with the provision of this Agreement, the Barstow Municipal Code, or other applicable law.
B. The provisions of City’s Personnel Rules and Regulations (“Rules”) shall apply to City Manager to the extent they explicitly apply to the position of City Manager, except that if the provisions of this Agreement conflict with the Rules, the terms of this Agreement shall prevail. Without limiting the generality of the exception noted in the previous sentence, however, no provision of the Rules or this Agreement shall confer upon City Manager a property right in her employment or a right to be discharged only upon cause. City Manager is an at-will employee serving at the pleasure of the City Council and may be dismissed at any time with or without cause, subject only to the provisions of this Agreement.
C. City Manager shall be exempt from paid overtime compensation and from Social Security taxes other than the mandatory Medicare portion of such taxes.
14. Termination
A. The City Council may terminate City Manager’s employment with City at any time, with or without cause, and without advance notice.
B. In the event of such termination without cause, City Manager, after termination and upon executing a claim waiver and release of liability approved as to form by the City Attorney, will be entitled to a severance benefit of six (6) months of City Manager’s current base salary plus payment of accumulated vacation leave. All normal payroll taxes and withholdings as required by law shall be made with respect to any amounts paid under this Section 14.B. This base salary and leave pay-out shall be made at the time of separation from City employment and, upon payment, City shall have no further obligation to City Manager and City Manager shall have no claim for further compensation from City.
C. Per Barstow Municipal Code Section 2.08.010(20), City Manager shall not be terminated without cause within a period of 90 days next succeeding any general municipal election held in the city at which election a member of the city council is 389020.1
elected, except by a four-fifths vote of the Mayor and whole City Council. Nothing in this Section 14.C. (i) prohibits or limits the authority of the City Council to terminate City Manager for cause as provided in Section 14.D. of this Agreement, or (2) alters the “at will” status of City Manager’s employment with City.
D. In the event of such termination with cause, City shall have no obligation to continue the employment of City Manager and shall have no obligation to provide any severance benefit pursuant to Section 14.B. or otherwise, although City Manager shall be entitled to payment of the value of accrued vacation leave or other payments required by law. For purposes of this Agreement, the term “for cause” shall only include the following:
(a) Conviction of a felony or conviction of a misdemeanor involving moral turpitude or adversely reflecting on City Manager’s fitness to perform assigned duties (a conviction following a plea of guilty or nolo contendere shall be deemed a conviction for purposes of this Agreement);
(b) Intoxication on duty due to alcohol, cannabis, or a controlled substance, or continued abuse of “controlled substances,” as that term is defined in the federal Comprehensive Drug Abuse Prevention and Control Act of 1970 as amended to date that materially affects the performance of the City Administrator 's duties; (c) Inexcusable absence without leave (for purposes of this subsection, City Manager’s absence for more than 3 business days in any 5 business day period for any reason other than illness or injury without notifying and securing permission from the Mayor or City Council shall constitute an inexcusable absence); (d) Habitual and willful neglect of duty;
(e) Documented and confirmed violation of local, state, and federal laws which prohibit discrimination including, but not limited to, discrimination based on race, religion, national origin, ancestry, physical handicap, marital status, sex, sexual orientation, age, gender identity, gender expression, or any other category protected by local, state or federal law, involving either members of the general public or City employees;
(g) Retaliation against any other City officer or employee or member of the public who in good faith reports, discloses, divulges, or otherwise brings to the 389020.1
attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job directly related thereto; (h) Verifiable actions or behaviors that create a hostile work environment or demonstrate any form of harassment prohibited by local, state, or federal law; (i) Willful violation of any local, state, or federal conflict of interest or incompatibility of office laws;
(j) Engaging in any outside business activities without the prior written approval of the City Council;
(k) Failure to comply with lawful directives of the City Council; (l) Theft, destruction, or unauthorized use of City property, City funds, or City equipment, including City staff time;
(m) Refusal to take or subscribe any oath or affirmation which is required by law;
(n) Acceptance by City Manager of any valuable consideration from any person or entity other than the City for the regular performance of City Manager’s duties; and
(o) Any violation of the Barstow Municipal Code, this Agreement, or applicable provisions of the Rules, to the extent they explicitly apply to the position of City Manager, except that if the specific provisions of this Agreement conflict with the Rules, the terms of this Agreement shall prevail.
15. Voluntary Termination; Death
A. City Manager may voluntarily terminate her employment, by resignation or retirement, at any time during the term of this Agreement, subject to at least 60 days’ written notice by City Manager to the City Council, unless the City Council and City Manager agree otherwise. In such case, City shall have no further obligation to provide payments and benefits, including but not limited to severance benefits pursuant to Section 14.B., upon the effective date of termination of employment, other than payment of accrued vacation or other payments required by law.
389020.1
B. In the event City Manager dies while employed by City, her beneficiaries or those entitled to her estate shall be paid any earned salary and accrued vacation leave at City Manager’s pay rate on the date of death.
16. Compliance With Law
A. This Agreement is subject to all applicable provisions of State and Federal law, the provisions of the Barstow Municipal Code, and to any other ordinances, rules, regulations, and policies of City applicable to City Manager and the City Manager position.
B. City Manager shall not engage in any business or transaction nor 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 an interest arising from blood or marriage relationships or close business, personal, or political associations. 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 City Manager’s City employment. City Manager is responsible for submitting to the City Clerk the appropriate Conflict of Interest Statements at the time of appointment, annually thereafter, and at the time of separation from the position. City Manager shall not engage in any employment, activity, consulting service, or other enterprise, for compensation or otherwise, which is actually or potentially in conflict with, or which interferes with the performance of City Manager’s duties. Further, City Manager shall not, during the term of this Agreement, individually, as a partner, joint venture, officer, or shareholder, invest or participate in any business venture conducting business in the corporate limits of the City of Barstow (except for stock ownership in any company whose capital stock is publicly held and regularly traded) without prior approval of the City Council.
17. Mandated Provision
The provisions of California Government Code Sections 53243 to 53243.4, as those sections now or hereafter exist, are hereby incorporated by reference into this Agreement.
If the City Manager is convicted of a crime involving an abuse of her office or position, whether before or after release from employment, the City Manager shall fully reimburse the City for any severance pay, paid leave, or salary disbursed pending an investigation related to the crime, or legal criminal defense funds relevant to the crime. 389020.1
18. General Provisions
A. This Agreement constitutes the entire agreement between the parties. City and City Manager hereby acknowledge that they have neither made nor accepted any other promise or obligation with respect to the subject matter of this Agreement.
B. If any provision or any portion of this Agreement is held to be unconstitutional, invalid, or unenforceable, the remainder of the Agreement shall be deemed severable and shall not be affected and shall remain in full force and effect.
C. Any notice to City pursuant to this Agreement shall be given in writing, either by personal service or by registered or certified mail, postage prepaid, addressed as follows:
Mayor and City Council
City of Barstow
220 East Mountain View Street
Suite A
Barstow, CA 92311
With a courtesy copy to the City Attorney at the following address or the address then shown in the records of the City for the City Attorney:
Matthew T. Summers.
Barstow City Attorney
790 E. Colorado Blvd.
Suite 850
Pasadena, CA 91101
Any notice to City Manager shall be given in a like manner, and, if mailed, shall be addressed to City Manager at the address then shown in City’s personnel records. For the purpose of determining compliance with any time limit stated in this Agreement, a notice shall be deemed to have been duly given (a) on the date of delivery, if served personally, or (b) on the second calendar day after mailing, if mailed.
D. Venue for any disputes arising from or relating to this Agreement shall lie in the Superior Court of California for the County of San Bernadino. If an action at law or in equity is necessary to enforce or interpret this Agreement, the prevailing party shall be entitled to reasonable and actual attorneys’ fees and costs with respect to the action.
E. A waiver of any of the terms and conditions of this Agreement shall not be construed as a general waiver and either party shall be free to enforce any term or 389020.1
condition of this Agreement with or without notice to the other notwithstanding any prior waiver of that term or condition.
19. Amendments
This represents the entire agreement between the parties. Amendments to this Agreement may be made at such times as approved by the City Council and City Manager and shall be in writing.
“CITY
MANAGER” February 13, 2025
_________________________
Date
_____________________________
Rochelle Clayton
“CITY”
_________________________
Date
_____________________________
Timothy R. Silva, Mayor
City of Barstow
Board Chair, Barstow Fire Protection
District
Board Chair, Odessa Water District
Board Chair, Successor Agency to
the former Barstow Redevelopment
Agency
Approved as to
form:
_________________________
Date
_____________________________
Matthew T. Summers, City Attorney
City of Barstow
ATTEST:
_________________________
Date
_____________________________
Andrea Flores, City Clerk
City of Barstow