ATTACHMENT 2: REDLINE VERSION
1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN THE CITY OF BARSTOW AND ROCHELLE CLAYTON
RECITALS
This Amendment is made and entered into as of the __ day of June 2026, by and between the City of Barstow, California, A municipal Corporation (“City”) and Rochelle Clayton (“City Manager”). City and City Manager shall individually known as a “Party” and shall collectively known as “the Parties”;
The Parties entered into an Employment Agreement effective March 10, 2025 (“Agreement”), for City Manager serve as the City’s city manager; After having conducted an annual employment review and considering the performance of the City Manager, the Parties now desire to amend that Agreement by addressing certain terms within the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties agree as follows:
I. Pursuant to this Amendment, Section 1. Effective Date, is amended to read as follows:
1. Effective Date
This Amendment Agreement shall be deemed effective May 19, 2026 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.
II. Pursuant to this Amendment, Section 2. Term of Employment is amended to read as follows:
2. Term of Employment
A. The Agreement as amended by this Amendment shall be for three (3) years commencing on the Effective Date. The term may be extended or revised by mutual, written agreement of the parties. 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.
ATTACHMENT 2: REDLINE VERSION
2 III. Pursuant to this Amendment, Section 4 Compensation is amended to read as follows:
4. Compensation
A. City Manager shall receive an annual gross base salary of Three Hundred Thousand Dollars ($300,000)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.
IV. Pursuant to this Amendment, Section 5 Professional Memberships & Meetings; Other Expenses is amended to read as follows:
5. Professional Memberships & Meetings; Other Expenses; Auto Allowance …
C. Auto Allowance. City shall pay to City Manager an auto allowance of $750.00 per month in lieu of reimbursement of her auto mileage.
V. Pursuant to this Amendment, Section 14 Termination is amended to read as follows:
14. Termination
…
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 twelve (12) 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 120 90 days next succeeding any general municipal election held in the city at which election a member of the city council is 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 ATTACHMENT 2: REDLINE VERSION
3 this Agreement, or (2) alters the “at will” status of City Manager’s employment with City.
…
VI. Pursuant to this Amendment, in Section 18. General Provisions the reference to Matthew T. Summers shall be replaced by “Andrew L. Jared”.
VII. This Amendment, amending the Agreement, represents the entire agreement between the parties. Except as expressly stated herein, the Agreement and all terms therein not in conflict with this Amendment, shall remain in full force and effect according to its terms, except as amended herein. 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 Amendment. This Amendment may be amended only by a writing signed by Employee, approved by the City Council, and executed on behalf of the City.
“CITY
MANAGER”
_________________________
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
_____________________________
Andrew L. Jared, City Attorney
City of Barstow
ATTEST:
_________________________
Date
_____________________________
Andrea Flores, City Clerk
ATTACHMENT 2: REDLINE VERSION
4 City of Barstow