FIRST AMENDMENT TO THE
AT-WILL CITY MANAGER EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO THE AT-WILL CITY MANAGER EMPLOYMENT AGREEMENT (the “First Amendment”) is made and entered into the 17th day of September 2024, by and between the CITY OF CHINO, a general law city and municipal corporation (the “City”) and Dr. Linda Reich, an individual (“Employee”).
RECITALS
WHEREAS, on August 8, 2022, Employee commenced service as the City Manager pursuant to the terms and conditions of the City of Chino’s At-Will City Manager Employment Agreement (“Agreement”) between the City and Employee; and WHEREAS, the term of the Agreement is for five years, from August 8, 2022, through August 7, 2027; and WHEREAS, Section 9.2 of the Agreement provides that the “Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing, which amendment shall require approval by the affirmative vote of three (3) members of the Council [;]” and WHEREAS, the City and Employee now desire to amend the Agreement by this First Amendment to: i) reflect that Employee generally receives a standard lunch break and reflect Employee’s 9/80 work schedule; ii) increase Employee’s salary by fifteen percent (15%) to $348,160 effective August 8, 2024; iii) revise the severance due to Employee from 6 months to 7.5 months in the event of termination without cause prior to August 8, 2025, and to 9 months in the event of termination without cause on or after August 8, 2025; and iv) provide for a “Holiday Leave Bank” of 155 hours each fiscal year in lieu of Employee being provided designated holidays and floating holidays.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, City and Employee hereby agree as follows:
AGREEMENT
SECTION 1. The above recitals are incorporated by reference as if set forth in full herein.
SECTION 2. Section 1.2 of the Agreement is hereby amended, to read in its entirety, as follows:
“1.2 Work Schedule. It is recognized that Employee is expected to engage in the hours of work that are necessary to fulfill the obligations of the position, and that fulfilling the obligations of the position often requires a substantial amount of time beyond the standard work hours for the purpose of handling business of the City. Employee acknowledges that proper performance of the duties of city manager will require Employee to generally observe normal business hours, including a standard one hour lunch period. However, Employee is authorized to work a 9/80 schedule, provided that Employee’s work schedule is set by the City and may be duly revised from time-to-time without amendment to this Agreement. Notwithstanding the foregoing, the City will permit Employee reasonable “time off” as is customary for exempt employees of the City, so long as the time off does not interfere with normal business. Employee’s compensation (whether salary or benefits or other allowances) is not based on hours worked, and Employee shall not be entitled to any compensation for overtime.” SECTION 3. Section 2.1 of the Agreement is hereby amended to add the following sentences following the existing language in Section 2.1:
“ Effective July 1, 2023 and July 1, 2024, Employee received four percent (4%) cost of living adjustments to the base Salary pursuant to Section 2.3 of the Agreement.
Effective August 8, 2024, Employee shall receive a fifteen percent (15%) base compensation increase such that the annual base Salary shall be Three Hundred Forty-Eight Thousand One Hundred Sixty Dollars ($348,160).” SECTION 4. Section 4.1 of the Agreement is hereby amended, in its entirety, to read as follows:
“4.1 Severance Pay. If the Council terminates Employee without cause prior to August 8, 2025 and she does not challenge such termination, including but not limited to by means of appeal or civil or administrative claim, then City shall pay to Employee severance in an amount equal to her monthly base salary (as defined in Section 2 above, calculated on a per diem basis) then in effect multiplied by seven and one-half (7.5), less applicable deductions and excluding deferred compensation or the value of any other benefits.
If the Council terminates Employee without cause on or after August 8, 2025 and she does not challenge such termination, including but not limited to by means of appeal or civil or administrative claim, then City shall pay to Employee severance in an amount equal to her monthly base salary (as defined in Section 2 above, calculated on a per diem basis) then in effect multiplied by nine (9), less applicable deductions and excluding deferred compensation or the value of any other benefits.
Notwithstanding the foregoing, Government Code Section 53260 provides that all contracts of employment with a city must include a provision limiting the maximum cash settlement for the termination of the contract to the monthly salary (excluding benefits) multiplied by the number of months left on the unexpired term, but not more than 18 months if the unexpired term exceeds 18 months. Accordingly, should such proposed severance payment exceed the amount authorized to be paid under Government Code Section 53260, then the amount paid to Employee shall be reduced in the amount necessary to comply with such statute. (For example, if termination occurs with two (2) months left in the term, severance would be equal to the monthly base salary multiplied by two (2) rather than the nine (9) months provided in this Section.)” SECTION 5. Section 6.2 of the Agreement is hereby amended to read, in its entirety as follows:
“6.2 Leaves. Upon appointment to the position of City Manager, Employee retained on the books all previously accrued Vacation, Sick, Management and Floating Holiday Leave. During the term of this Agreement, Employee shall accrue Vacation, Sick, and Management Leave at the same rates as provided to the City’s Executive Management Employees other than the Chief of Police, as stated in the then-current “Summary of Benefits - Executive Management” and resolutions referenced therein, and subject to the same applicable terms and conditions.” SECTION 6. A new Section 6.3 shall be added to Article 6.0 of the Agreement to read in its entirety as follows, with the remaining sections of Article 6.0 re-numbered accordingly:
“6.3 Holiday Leave Bank.
a) In lieu of being provided standard paid holidays and floating holiday leave as provided to the City’s Executive Management Employees, at the beginning of each fiscal year during the term of this Agreement (i.e. July 1 of each year), Employee shall instead be provided with 155 Holiday Leave Bank Hours. For each observed City holiday, Employee’s Holiday Leave Bank Hours shall be reduced by the number of holiday hours actually observed by Employee on that day (equal to the number of unworked regular workday hours), up to a maximum of ten (10) hours for each observed holiday. Employee shall be required to accurately report to payroll such hours for each payroll period in which an observed holiday occurs. (For example, if Employee does not work any hours on July 4 in a given year and July 4 falls on a day of the week which would otherwise be a ten hour workday, then Employee would be required to record ten observed holiday hours and Employee’s Holiday Leave Bank Hours would be reduced by ten hours. Or alternatively, if Employee worked a half-day on July 4 in a given year and July 4 falls on a day of the week which would otherwise be a ten hour workday, then Employee would be required to record five observed holiday hours, and Employee’s Holiday Leave Bank Hours would be reduced by five hours.) If an observed holiday falls on a day of the week that Employee would not normally be required to work due to her 9/80 work schedule, then Employee’s Holiday Leave Bank Hours will not be reduced. In no event shall Employee’s Holiday Leave Bank exceed one hundred fifty-five (155) hours at any time. b) Up to thirty-five (35) Holiday Leave Bank Hours may be cashed out by Employee at any time during the fiscal year at her then-current hourly rate of pay. c) At the end of each fiscal year, any hours left remaining in Employee’s Holiday Leave Bank will be paid out to Employee in cash at her then-current hourly rate of pay. d) Effective as of the approval of the First Amendment, Employee shall be provided 145 Holiday Leave Bank Hours for the 2024-2025 fiscal year only. Usage and cashout of such Holiday Leave Bank Hours shall be subject to the conditions and requirements set forth above in subparagraphs a through c above.” e) In the event of Employee’s separation for any reason, any Holiday Leave Bank Hours then on the books at the time of separation will be paid out to Employee in cash at her then-current hourly rate of pay. f) This benefit shall not and is not intended to alter Employee’s status as an FLSA exempt employee whose compensation is not based on hours worked, and Employee is not entitled to compensation for overtime.” SECTION 7. Except as expressly amended by this First Amendment, the underlying terms, conditions, and compensation of Employee by City as and for her employment as city manager shall be as set forth in the Agreement. [SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF, the CITY OF CHINO has caused this First Amendment to be signed and executed on its behalf by its Mayor, and duly attested by its officers thereunto duly authorized, and EMPLOYEE has signed and executed this First Amendment, both in duplicate.
CITY OF CHINO
______________________________
Eunice M. Ulloa, Mayor
ATTEST:
______________________________
Natalie Gonzaga, City Clerk
APPROVED AS TO FORM:
______________________________
Fred Galante, City Attorney
CITY MANAGER
______________________________
Dr. Linda Reich
Dated:_________________________
[END OF SIGNATURES]
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