1 CITY OF CHULA VISTA
CITY MANAGER EMPLOYMENT AGREEMENT
1. Employment:
This City Manager Employment Agreement (Agreement) is entered into by and between the City of Chula Vista (City) and Tiffany Allen (Manager). Under this Agreement, the City offers, and Manager accepts, employment as City Manager of the City of Chula Vista.
2. Duties:
Manager shall perform those duties and have those responsibilities that are commonly assigned to a city manager of a city in California, and as may be furth er set forth in the City’s Charter or Municipal Code. In the event the City’s Charter or Municipal Code is amended to the extent that the Manager’s duties materially change, Manager may reopen this Agreement and re-negotiate any and all terms of this Agreement by providing written notice of such request within 30 days of the amendment to the City’s Charter or Municipal Code. Manager shall perform such other legally permissible and proper duties and functions consistent with the office of City Manager, as the City Council shall from time to time assign.
3. Devotion to City Business:
Manager’s position is full -time. Manager shall not engage in any business, educational, professional, charitable, or other activities that would conflict or materially interfere with performance of their City Manager duties, except as may be specifically authorized by the City Council.
4. Term and 2028 Reopener:
A. Manager’s employment will commence October 3, 2025, and shall continue until September 30, 2028, or the date of earlier termination in accordance with provisions in this Agreement. On September 30, 2028, and on each succeeding September 30th while this Agreement is in effect, this Agreement shall be automatically extended for one (1) additional year unless prior to that date the City Council notifies Manager of its intent not to extend the Agreement for one additional year.
B. Notwithstanding Paragraph A, the City or the Manager may reopen this Agreement and re -negotiate any and all terms of th is Agreement by providing written notice of such request on or before July 1, 2028. The negotiations shall begin on July 15, 2028 or another mutually agreed upon date.
C. If the City does not provide notice that it will not extend the Agreement prior to June 30, 2028 and each succeeding June 30th while this Agreement is in effect, then the Manager’s contract shall be extended as set forth in Paragraph A. 2 5. City Council Commitments:
A. Except for the purpose of inquiry, the City Council and its memb ers shall deal with all subordinate City employees, officers, contractors, and consultants solely through the Manager or the Manager’s designee, and neither the City Council nor any member thereof shall give direction to any subordinate of the Manager, either publicly or privately.
B. No member of the City Council will order the appointment or removal of any person to any office or employment under the supervision and control of the Manager.
C. Neither the City Council nor any of its members shall interfere wit h the execution of the powers and duties of the Manager, as specified in the City Charter, the Municipal Code, this Agreement, or any other lawfully adopted and authorized document.
D. The Manager agrees that informal inquiry, but not direction, by City Council members of City Staff on issues of concern to City Council members, as has been the practice of the prior City Manager, does not violate Paragraph A of this section.
6. Termination of Employment and this Agreement; General Release; Severance:
A. Subject to the terms of this Paragraph, t he City has the right to terminate this Agreement without cause any time . If the City terminates this Agreement (thereby terminating Manager’s employment) without cause, as determined by the affirmative votes of a majority of the members of the City Council, and if Manager signs, delivers to the City Council, and does not revoke, the General Release Agreement (“Release Agreement”) in the form attached hereto as Exhibit A, City shall:
1. Pay the Manager severance as follows:
The City shall p ay the City Manager a lump sum equal to the remainder of their Base Salary for the term of the Agreement, and shall provide twelve (12) months of health (medical, dental, and vision) benefits continuing under the ben efit plans in which Manager and their dependents are then enrolled (the cash payment and continuing benefits, collectively “Severance”).
2. Pay the Manager for their accumulated Annual Leave , but not their unused Management Leave, unused Hard Holidays, or unused Floating Holidays. The Manager shall not be paid out their unused Sick Leave, but may convert their accumulated Sick Leave to CalPERS service credit, as permitted by CalPERS.
3. Pay any pending reimbursement requests, if properly payable.
3 The Manager is not entitled to and shall not receive any other payments not specified in this section , including any further deposits into the Manager’s 401A Plan set forth in Section 8.
B. If City terminates this Agreement (thereby terminating Manager’s employment) with Cause, as determined by the affirmative votes of a majority of the member of the City Council, Manager shall not be entitled to any additional compensation or payment, including Sev erance, but shall be entitled only to accrued Base Salary and vacation pay, and any other accrued and unused benefit allowances according to their terms (“Accrued Salary and Benefits”). As used in this Agreement, Cause shall only mean any of the following:
1. Conduct involving or conviction of, or plea of guilty or nolo contendere (or no contest) to, any crime or offense (other than minor traffic violations or similar offenses) which is likely to have a material adverse impact on the City or on the Manager’s reputation;
2. Proven failure of the Manager to observe or perform any of their duties and obligations , if that failure continues for a period of thirty (30) business days fr om the date of their receipt of notice from the City Council spe cifying the acts or omissions deemed to amount to that failure;
3. Conduct involving or conviction of, or plea of guilty or nolo contendere to, any crime involving an “abuse of office or position,” as that term is defined in Government Code Section 53243.4;
4. Repeated failure to carry out a directive or directives of the City Council made by the City Council as a body at a Brown Act-compliant meeting; if such a failure is capable of cure, Manager shall have thirty (30) business days from the date of their receipt of notice from the City Council specifying the acts or omissions deemed to amount to that failure to cure such failure;
5. Any negligent action or inaction by Manager that materially and adversely: (a) impedes or disrupts the operations of the City or it organizational units; (b) is detrimental to employees or public safety; or (c) violates City’s properly established rules or procedures ; if such failure is capable of cure, Manager shall have thirty (30) business days from the date of their receipt of notice from the City Council specifying the negligent action of inaction deemed to amount to that failure to cure such failure;
6. Violation of the City’s EEO/Sexual Harassment Policies, Workplace Violence Policies, and Substance Abuse Policies; or
7. Failure to com ply with the terms of this Agreement ; if such failure is capable of cure, Manager shall have thirty (30) business days from the date of their receipt of notice from the City Council specifying the acts or omissions deemed to amount to that failure to cure such failure.
4 C. If, during the term or any extended term, Manager dies, Manager’s estate shall receive Accrued Salary and Benefits, but shall not be entitled to any additional compensation or payment, including Severance.
D. In the event Manager is permanently disabled or is otherwise unable to perform their duties because of sickness, accident, injury, or mental incapacity for a period of three (3) consecutive months beyond any provided sick leave, the City may terminate Manager’s employment and this Agreement.
E. Manager may resign from their employment at any time, upon giving forty- five (45) days written notice to the City Council. A resignation shall not entitle Manager to Severance as set forth in Section 6.
F. If City terminates the Agreemen t within the 120-day period following a general or special election for City Council , or following the a ppointment of a new Councilmember, following the vacation of the seat for any reason except will ful misconduct, and if less than 12 months remain in the term of the Agreement, then City shall pay Manager a lump sum equal to the remainder of their Base Salary for twelve (12) months, and shall provide twelve (12) months of health (medical, dental, and vision) benefits continuing under the benefit plans in which Manager and their dependents are then enrolled.
7. Compensation and Annual Evaluation:
A. Manager’s initial annual Base Salary shall be Three Hundred Fifty-Five Thousand Four Hundred and Fifty Dollars ($355,450.00). Said amount shall be payable in bi-weekly installments at the same time and in the same manner as other employees of the City are paid.
B. City, by the City Council, and Manager may set mutually -agreed-upon objectives for each year under this Agreement. The City Council shall evaluate Manager’s performance at least once a year during the months of June or July (“Annual Evaluation”) or as otherwise determined to be necessary by City Council.
C. The City Council may increase the Manager’s Base Salar y at any time in the sole discretion of the City Council.
D. Manager’s Base Salary increases approved by the City Council from time to time pursuant to this Agreement shall not require an amendment to this Agreement to be effective. Such may be set forth in an annual salary resolution or minute action approved by the City Council and ratified by resolution.
E. The Manager shall be subject to reductions in Base Salary or other financial benefits in the event similar across -the-board reductions are imposed by the City Council in its discretion with respect to all City Executives. If the City reduces the Base Salary or any other financial benefit of the Manager in a percentage that is greater than the average reduction of all City Executives, the City Manager may deem such action a termination of this Agreement without Cause under Section 6(A) of this Agreement, and Manager shall be entitled to Severance under Section 6(A).
5 F. Manager’s Base Salary shall be increased to maintain 10% above base pay of any subordinates.
G. Manager shall receive a car allowance of $1,000 per month.
8. Deferred Compensation:
As part of Manager’s annual compensation, City agrees to provide a Section 457 deferred compensation program which will be administered by Nationwide or any other City approved vendor chosen by the City . Manager may participate in this program at Manager’s sole discretion. In addition, Manager shall participate in the City’s 401A plan and the City shall pay into such program for Manager’s benefit, each calendar year, in the amount of $35,000 (prorated if Manager works less than a full calendar year) . Payments towards the $35,000 amount shall be made in equal amounts and on a bi-weekly basis.
Manager will bear any and all tax consequences of said deposits.
9. Pension:
City agrees to continue to enroll Manager as a “Classic M ember” of the Public Employees Retirement System (PERS) in the PERS plan in which the Manager is currently enrolled. Manager’s employee contribution shall be at the same rate as other Executive employees.
10. Health and Medical Benefits Insurance:
As is provided to other City Executives, City shall provide Manager a Section 125 Cafeteria Plan for health benefits (medical/dental/vision). City Council, in its discretion, may amend the Cafeteria Plan (including annual amount used to purchase benefits).
11. Life Insurance:
As is provided to other City Executives, the City shall pay the premiums for the maximum basic group term life insurance policy available, and for which Manager is eligible. Manager may purchase, as other City Executives may purchase, additional coverage at their own expense. Manager shall be responsible for any tax implications for coverage.
12. Equipment:
A. The Manager shall receive a stipend , in the amount of twelve hundred dollars ($1,200) per fiscal year as a cellular phone telephone allowance. The stipend shall be paid in equal amounts and on a bi-weekly basis.
City shall pay for the purchase, installation and maintenan ce of compatible computer equipment (hardware andsoftware) as well as the reasonable cost for monthly internet access for Manager at her residence, primarily for her use in conducting City business; provided, however that it is expressly understood that t he equipment may be subject to incidental personal use by Manager so long as it does not interfere with the equipment’s 6 primary business use. The cost of monthly internet access shall be reimbursed consistent with City procedures. Requests for reimbursement shall be submitted within a reasonable amount of time of the expense being incurred.
13. Business and Professional Expenses:
A. City recognizes that Manager may incur expenses of a non -personal, job- related nature that are reasonably necessary to Manager’s service to City. City agrees to either pay such expenses in advance or to reimburse the expenses, so long as the expenses incurred and submitted according to City’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 City’s normal requirements and must be submitted within time limits established by City.
B. City agrees to pay the professional dues and subscription s on behalf of Manager which are necessary for Manager’s continuation or full participation in international, national, regional, state, or local associations and organizations necessary and desirable for Manager’s continued professional participation, gro wth and advancement, or for the good of the City.
C. City agrees to pay Manager’s travel and subsistence expenses for official travel, meetings, and occasions reasonably necessary to continue Manager’s professional development, and for Manager’s reasonable pa rticipation in necessary official and other functions for the City; including, but not limited to, national, regional, state, and local conferences, and governmental groups and committees on which Manager serves as a member. Notwithstanding the above, the number of conferences or meetings City will pay for each year, and attendance at out -of-state conferences and meetings, shall be at the discretion of the City Council as set forth in the City’s budget.
14. Annual Leave, Management Leave, Sick Leave and Holidays:
A. As is provided to other City Executives, the Manager shall receive leave as follows:
i. Annual Leave. The Manager shall receive 200 hours of Annual Leave per fiscal year, distributed on a bi -weekly basis. Annual leave may be accumulated up to 800 hours per fiscal year. Annual leave cash out will mirror Executive benefits. All Annual Leave may be cashed out the last full pay period prior to retirement. All Annual Leave hours at the time of retirement will be transferred to an Insurance Premium Reimbursement Account (106 Plan) Post Employment Health Plan (PEHP) currently administered by Nationwide (the City’s contracted PEHP provider for non- safety employees) subject to the terms of the applicable PEHP document.
No City funds shall be used to maintain or fund the PEHP plan. Manager is solely responsible for meeting all PEHP funding requirements. Manager is solely responsible for any and all tax consequences related to the PEHP plan.
7 ii. Management Leave. The Manager shall receive 96 hours of Management Leave per fiscal year. The Management Leave shall be credited at the start of each fiscal year. Management Leave must be used within the fiscal year it is accrued or forfeited.
iii. Sick Leave. The Manager shall receive Sick Leave as provided for in the Civil Service Rules, currently 96 hours per fiscal year and distributed on a bi-weekly basis. At retire ment, any Sick Leave hours in excess of 1,000 hours may be transferred to an Insurance Premium Reimbursement Account (106 Plan) Post Employment Health Plan (PEHP) currently administered by Nationwide (the City’s contracted PEHP provider for non -safety employees) subject to the terms of the applicable PEHP document. No City funds shall be used to maintain the PEHP plan. Manager is solely responsible for meeting all PEHP funding requirements. Manager is solely responsible for any and all tax consequences rel ated to the PEHP plan. In addition, at retirement, accumulated Sick Leave up to 1,000 hours may be converted to service credit as authorized by CalPERS
iv. Holidays. The Manager shall receive ten ( 10) Hard Holiday s. The Manager shall also receive 24 hours of Floating Holiday time or such other amounts as may be provided to other City Executives . The Floating Holiday time must be used within the fiscal year it is accrued or forfeited.
B. The above holiday benefit s mirror those provided to other City Executives in the City. The City, in its discretion, may amend the above holiday benefits to mirror changes made to holiday benefits for City Executives.
15. Investigations:
The City reserves the right to inves tigate and/or discipline the Manager , in the City’s sole discretion, for any act of misconduct and/or poor performance. The City may place Manager on paid or unpaid administrative leave during the investigation as it deems appropriate. The Manager may deem placement of administrative leave for more than ninety (90) days as a termination without cause, unless the City at any time provides notice that it intends to or is considering a termination for cause or terminates the Manager for cause. The City Manager is an “at will” position and this section does not create any rights for Manager.
16. Abuse of Office or Position:
If Manager is convicted of a crime (including guilty or no contest plea) involving an abuse of their office or position, any felony, crime of moral turpitude, or which requires forfeiture of office , all of the following shall apply: (a) if Manager is provided with administrative leave pay pending an investigation, Manager shall be required to fully reimburse City such amounts p aid; (b) if City pays for the criminal legal defense of Manager (which would be in its sole discretion, as it is generally not obligated to pay for a 8 criminal defense), Manager shall be required to fully reimburse City such amounts paid; and (c) if this A greement is terminated, any severance pay and severance benefits related to the termination that Manager may receive from City shall be fully reimbursed to City or shall be void if not yet paid to Manager. For purposes of this Section, abuse of office or position means either: (x) an abuse of public authority, including waste, fraud , bribery, or violation of the law under color of authority; or (y) a crime against public justice.
17. Communications Upon Manager’s Separation:
In the event the City terminates the Manager for any reason or no reason, the City and the Manager agree to the following:
A. Confidentiality. Manager agrees that, to the extent permitted by law, all matters relative to any separation agreement, including the attached General R elease Agreement, shall remain confidential. Accordingly, Manager agrees that, with the exception of their immediate family, legal counsel and tax advisors, she shall not discuss, disclose or reveal to any other persons, entities or organizations, whether within or outside of the City, the terms and conditions of any separation agreement, including General Release Agreement. Manager and their agents and legal co unsel shall not issue a press release or contact the press regarding any separation agreement, including General Release Agreement, or their terms. If Manager is contacted by the press and questioned regarding any separation agreement, including General R elease Agreement, she is permitted to respond and say she has entered into an agreement with the City and agreed not to discuss the terms of any Agreement, including General Release Agreement , or any of the negotiations concerning the Agreement. The City Council agrees that, to the extent permitted by law, all matters relative to any separation agreement, including the General Release Agreement, shall remain confidential. In the event that a Public Records Act request is made for any separation agreement, including General Release Agreement, the City shall immediately notify Manager . Manager and City acknowledge that the General Release Agreement or any other separation agreement shall be disclosed in accordance with applicable law. If the City is contacte d by the press regarding any separation agreement, including General Release Agreement , the City is permitted to indicate that it has entered into an agreement with Manager, shall confirm the consideration paid and , if applicable, may indicate that it entered into the settlement to avoid the legal fees and costs that it might have incurred to defend a lawsuit, and that this is not in any way an admission of liability on part of the City.
B. Non-Disparagement. Manager agrees she will not make any defamatory or derogatory statements, written or verbal, regarding the City or any of its present or former elected officials, appointed officials, officers or employees to anyone.
C. Reference Requests. Any reference request concerning Manager will be referred to the Human Resources Director. The only information that will be provided in response to such a request will be Manager’s date of employment, their title, confirmation of their rate of pay , and a statement that it is the City’s policy to only provide that information.
18. Indemnification:
9 A. Pursuant to Government Code section 995, the City shall defend, hold harmless, and indemnify Manager using legal counsel of City’s choosing, against expense or legal liability in a civil action or p roceeding for acts or omissions by Manager occurring within the course and scope of Manager’s employment under this Agreement.
B. Notwithstanding Paragraph A, pursuant to Government Code sections 995.2, 995.4, 995.6, 995.8, and/or 995.9, the City, in its s ole discretion, may refuse to defend, hold harmless, and/or indemnify Manager.
C. If the City elects to defend and provide legal representation, legal representation, provided by City for Manager, shall extend until a final determination of the issues including any and all losses, damages, judgments, interest, settlements, fines, court costs, and the reasonable costs and expenses of legal proceedings, including appeals, and including attorneys’ fees, and expert witness fees and all other trial and appellate c osts, and other liabilities incurred, imposed upon, or suffered by Manager in connection with or resulting from any claim, action, suit, or proceeding, actual or threatened. In the event there is a conflict of interest between City and Manger such that independent counsel is required for Manager, Manager may engage their own legal counsel, in which event City shall indemnify Manager, including direct payment of all such reasonable costs related thereto.
D. This section shall not be construed to provide Manage r greater rights to defense, hold harmless, and/or indemnification than provided by statute nor to reduce the City’s right to refuse to provide said defense, hold harmless, and/or indemnification.
19. Notices:
Any notices to be given hereunder by either party to the other in writing may be effected either by personal delivery, mail, or email. Mailed notices shall be addressed to the parties as set forth below, but each party may change their address by written notice given in accordance with this Section. Notices delivered personally or by email will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated and received as of three (3) calendar days following date of mailing.
CITY: City of Chula Vista
Attention: Mayor
Copy to: City Attorney
276 Fourth Avenue
Chula Vista, CA 91910
MANAGER: City Manager
276 Fourth Avenue
Chula Vista, CA 91910
10 20. Conflict With City Charter or Municipal Code:
The City personnel ordinances, resolution, rules and policies shall apply to Manager in the same manner as applied to other management employees . In the event of a conflict between the provisions of this Agreement and the City Charter, or this Agreement and the Municipal Code, the City Charter or the Municipal Code shall prevail over this Agreement.
21. Entire Agreement:
This Agreement represents the entire agreement between the parties and supersedes any all other agreements, either oral or in writing, between the parties with respect to the employment of Manager by City, and contains all of the covenants and agreements between the parties with respect to that employment. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements oral or otherwise, have been made by either party, or by anyone acting on behalf of either party, which are not embodied herein, and that no other employment agreement, statement, or promise not contained in this Agreement shall be valid or binding upon either party.
22. Modifications:
Any modifications to this Agreement shall be effective only if in writing and signed by both of the parties hereto.
23. Effect of Waiver:
The failure of either party to insist upon strict compliance with any of the terms, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment or any right or power at any one time or times be deemed a waiver or relinquishment of that right of power for all or any other times.
24. Partial Invalidity:
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
25. Governing Law and Venue:
Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible.
Venue for this Agreement, and performance under it, shall be the City of Chula Vista.
11 26. Claims Requirement:
No suit or arbitration shall be brought arising out of this Agreement, against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by City in the implementation of same. Upon request by City, Manager shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.
[The remainder of this page is intentionally left blank. Signature Page to follow.] 12 SIGNATURE PAGE TO
CITY OF CHULA VISTA
CITY MANAGER EMPLOYMENT AGREEMENT
IN WITNESS WHEREOF, City and Manager have executed this Agreement, indicating that they have read and understood same, and indicate their full and complete consent to its terms:
For the City of Chula Vista:
By: ______________________________
Mayor, City of Chula Vista
Attest:
____________________________________
Kerry Bigelow, City Clerk
Approved as to Form:
____________________________________
Marco A. Verdugo, City Attorney
For Mrs. Tiffany Allen:
By: ______________________________
Tiffany Allen
Exhibit List to Agreement: Exhibit A
13 EXHIBIT A
RELEASE AGREEMENT
This Release Agreement (“Release Agreement”) is entered into by and between Tiffany Allen (“Manager”) and CITY OF CHULA VISTA (“City”) (Collectively the “Parties”), in light of the following facts:
A. Manager’s employment with City concluded on [date].
B. Certain disputes have arisen between City and Manager.
C. City and Manager each deny any liability whatsoever to the other.
D. City and Manager wish to full and finally resolve any and all disputes they may have with each other.
E. Manager is hereby informed that she has twenty-one (21) days from receipt of this Release Agreement to consider it. City hereby advises Manager to consult with his/her legal counsel before signing this Release Agreement.
F. Manager acknowledges that the Salary Payment referenced in paragra ph 1 below of this Release Agreement represents all compensation, including salary, accrued benefit balances and reimbursed expenses, due and payable to her through the date of employment termination. Manager also acknowledges that City has made this Sala ry Payment without regard to whether she signs this Release Agreement. The Salary Payment does not constitute consideration for this Release Agreement.
The City and Manager agree to incorporate the above facts into this Release Agreement and, for valuable consideration, hereby agree as follows:
1. Receipt of Salary Payment. Manager hereby acknowledges receipt of a check or checks for all compensation owi ng to her, including salary accrued benefit balances and reimbursed expenses (“Salary Payment”) from City.
2. Severance. Within five (5) days following Manager’s signing, delivering to the City, and not revoking this Release Agreement, City shall pay Manage r the gross amount provided for in Section 6(A) of the City Manager Employment Agreement (“Agreement”), less applicable deductions. Manager acknowledges that the Severance is in excess of all amounts due and owing her as a result of her employment by City. Manager agrees and acknowledges that she is entitled to no other severance payments, severance benefits, or any other form of payment or benefit other than those provided for in this Agreement; that no other payments have been promised to her other than those contained 14 in this Agreement; and that no payments will be made to her. Nothing in this Agreement can or is intended to affect Manager’s pension rights or the amount (if any) of any pension benefits to which she is entitled by applicable law and regulations. The City makes no warranties, representations, promises, or agreements as to the impact or result of this separation Agreement as to any pension rights or benefit, in any form, Manager is entitled to. The City makes no warranties, representations, promises or agreements regarding the tax consequences, in any form, of this Agreement or the impacts of this Agreement and all tax consequences are solely Manager’s responsibility.
3. General Release of all Claims Except ADEA Claims. In consideration of the Severance to be paid and provided to Manager, and other good and valuable consideration, Manager hereby acknowledges and voluntarily does, unconditionally, irrevocably and absolutely release and discharge City and its past and present City Council Members, elected officials, appointed officials, officers, employees, representatives, attorneys, insurers, and agents, from all rights, loss, liability, demands, claims, causes of action or suits of any type, and damag es, both known and unknown, in law or in equity, related directly or indirectly, concerning and/or arising out of, or in any way connected with any transactions, affairs, or occurrences between them to date, including, but not limited to, Manager’s employment by City which he/she 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 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, breech of express or implied contract, or breach of public policy.
Section 1 542 Waiver . Manager hereby waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of California. Manager 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, must 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 City and its past and present City Council Members, elected officials, appointed officials, officers, employees, representatives, attorneys, insurers, and agents, Manager expressly acknowledges that this General Release provision of this Release Agreement is intended to include in it s effect, without limitation, all claims which she does not know or suspect to exist in her favor.
15 Manager further acknowledges that she has read this General Release provision of the Release Agreement and that she fully understands that this is a general release, and that she intends to be legally bound by the same. Manager expressly agrees that this general release shall extend and apply to all unknown, unsuspected, and unanticipated injuries and damages, as well as those that are now disclosed.
4. Release of All ADEA Claims. The Parties further agree as follows:
A. This section of the General Release provision of the Release Agreement exclusively addresses Manager’s release of claims arising under federal law involving discrimination on the basis of age in employment (age forty and above). This section is provided separately, in compliance with federal law, including but not limited to the Older Worker’s Benefit Protection Act of 1990, to ensure that Manager clearly understands their rights so that any release of age discrimination claims under federal law (the Age Discrimination in Employment Act of 1967, as stated in 29 U.S.C. §§621 -634, (“ADEA”) is knowing and voluntary on the part of Manager. By entering into this Release Agreement, Manager acknowledges that she is knowingly and voluntarily, for just compensation in addition to anything of value of which Manager was already entitled, waiving and releasing any rights he may have under the ADEA and/or OWBPA. Manager further acknowledges that she has been advised and understands, pursuant to the provisions of the ADEA and OWBPA, that:
i. This waiver/release is written in a manner understood by Manager; ii. Manager’s waiver and release does not apply to any rights or claims that may arise after the effective date of this Release Agreement; iii. Manager should consult with an attorney prior to executing this Release Agreement;
iv. Manager has at least (21) calendar days to consider this Release Agreement (although Manager may, by her own choice, execute t his Agreement earlier);
v. Manager has seven (7) calendar days following the execution of this Release Agreement to revoke the Release Agreement (“Revocation Period”); vi. Manager has had an opportunity to discuss this waiver and release with, and to be advised with respect thereto, by an attorney of her choice, and that she does not need any additional time within which to review and consider this Release Agreement; and
vii. This Release Agreement shall not be effective until the date upon which the Revocation Period has expired.
B. Manager represents, acknowledges, and agrees that the City has advised her, in writing, to discuss this Agreement with an attorney, and to the extent if any, that Manager has desired, Manager has done so; that the City has given Manager twenty-one (21) days from receipt of this Release Agreement to review and consider this Release Agreement before signing it, and Manager understands that she may use as much of this twenty-one (21) day period as she wishes prior to signing it; and that no promise, repre sentation, warranty, or agreements not contained herein have been made by or with anyone to cause her to sign this Release Agreement; that she has read this Release Agreement in its entirety, and fully 16 understands and is aware of its meaning, intent, conte nt, and legal effect; and that she is executing this release voluntarily and free of any duress or coercion. The twenty-one (21) day review period runs from the date of the City’s final offer to Manager. If Manager executes this Release Agreement prior to the conclusion of the twenty-one (21) day review period, Manager represents, acknowledges, and agrees that her execution of the Release Agreement during the shortened time period is her choice and is not compelled by the City.
C. The parties acknowledge that for a period of seven (7) days following the execution of this Release Agreement, Manager may revoke the Release Agreement, and the Release Agreement shall not become effective or enforceable until the revocation period has expired. This Release Agreement shall become effective eight (8) days after Manager and the City have signed it, and in the event the parties do not sign on the same date, then this Release Agreement shall become effective eight (8) days after the date it is signed by Manager.
D. In consideration of the Severance to be paid and provided to Manager, and other good and valuable consideration, Manager does hereby unconditionally, irrevocably, and absolutely release and discharge the City of Chula Vista, its elected officials, app ointed officials, officers, employees, representatives, attorneys, insurers, and agents, from any and all loss, liability, claims, demands, causes of action or suits of any type arising under ADEA and related directly or indirectly to Manager’ employment with the City, termination of said employment, and/or subsequent resignation from employment.
MANAGER ACKNOWLEDGES BY HER SIGNATURE THAT SHE FULLY
UNDERSTANDS HER RIGHT TO DISCUSS THIS WAIVER WITH LEGAL
COUNSEL, AND HAS CAREFULLY READ AND FULLY UNDERSTAND S THE
WAIVER, AND THAT SHE IS VOLUNTARILY AGREEING TO WAIVE ANY
CLAIMS THAT SHE HAS OR MAY HAVE UNDER THE AGE
DISCRIMINATION IN EMPLOYMENT ACT, THE OLDER WORKERS
BENEFIT PROTECTION ACT, AND ANY OTHER LAWS PROHIBITING AGE
DISCRIMINATION IN EMPLOYMENT ARISIN G FROM OR RELATED OR ATTRIBUTABLE TO THE PARTIES’ ALLEGATIONS OR CLAIMS.
5. No Further Action. Manager represents and warrants that she will withdraw, abandon, and not pursue or prosecute nor allow to be prosecuted on her behalf any complaints, charges, grievances or lawsuits against City and its elected officials, appointed officials, officers, employees, representatives, attorneys, insurers, and agents she has filed or lodged with any governmental agency or court arising out of her employment with, termination from, and/or subsequent resignation from City. Further, Manager represents and warrants that she will not file or pursue or allow to be prosecuted on her behalf at any time hereinafter any complaints, charges, grievances or lawsuits against City and its elected officials, appointed officials, officers, employees, representatives, attorneys, insurers, and agents with any governmental agency or court arising out of her employment with, termination from, and/or subsequent resign ation from City; provided, however that the parties shall not be limited from pursuing claims for the sole purpose of enforcing their rights under this Release Agreement. Further, Manager agrees that under this Release 17 Agreement, she waives any claim for damages incurred at any time after the date of this Release Agreement because of alleged continuing effects of any alleged unlawful acts or omissions involving Manager’ employment with, termination from, and/or subsequent resignation from City and any righ t to sue for injunctive relief against the alleged continuing effects of alleged acts or omissions.
6. Complete Defense. This Release Agreement maybe pleaded as a full and complete defense against any action, suit, or proceeding, which may be prosecu ted, instituted, or attempted by either party in breach thereof.
7. Severability. If any provision of this Release Agreement, or part thereof, is held invalid, void, or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provisions or part. To this extent, the provisions, and parts thereof, of this Agreement are declared to be severable.
8. No Admission of Liability. It is understood that this Release Agreement is not an admission of any liability by the City, including its elected officials, officers, employees, agents, or attorneys, but is in compromise of any and all disputed claims.
9. Successors and Assigns . This Release Agreement shall be binding upon and inure to the benefits of the parties hereto and their respective heirs, legal representatives, successors, and assigns.
10. Attorney’s Fees. Each of the Parties shall be responsible for their own attorney’s fees and costs related to entering into this Release Agreement. Neither the City nor Manager shall be entitled to collect attorney’s fees or costs from the other in any subsequent action to enforce the terms of this Release Agreement.
11. Knowing and Voluntary Agreement. Manager acknowledges that she has carefully read and fully understands all the provisions and effects of this Release Agreement. Manager further acknowledges that she has been given the opportunity to consult with his own independent legal counsel with respect to the matters referenced in this Release Agreement. Manager acknowledges that she has fully discussed this Release Agreement with her attorney or has voluntar ily chosen to sign this Release Agreement without consulting an attorney, fully understanding the consequences of this Release Agreement. Manager further acknowledges that she is entering into this Release Agreement without coercion or duress from the City and that neither the City nor any of its agents or attorneys has made any representations or promises concerning the terms or effects of this Release Agreement other than those set forth in this Release Agreement.
12. Communications Upon Separation . T he City and Manager agree to the following:
A. Confidentiality. Manager agrees that, to the extent permitted by law, all matters relative to any separation a greement, including this Release Agreement, shall remain 18 confidential. Accordingly, Manager ag rees that, with the exception of her immediate family, legal counsel and tax advisors, she shall not discuss, disclose or reveal to any other persons, entities or organizations, whether within or outside of the City, the terms and conditions of any separation agreement, including this Release Agreement. Manager and her agents and legal counsel shall not issue a press release or contact the press regarding any separation agreement, including this Release Agreement, or its terms. If Manager is contacted by the press and questioned regarding an y separation agreement, including this Release Agreement, she is permitted to respond and say she has entered into an agreement with the City and has agreed not to discuss the terms of the agreement (including this Release Agreement) or any of the negotiations concerning the agreement (including Release Agreement). The City Council agrees that, to the extent permitted by law, all matters relative to any separation agreement, including this Release Agreement, shall remain confidential. In the event that a public records act request is made for any separation agreement, including this Release Agreement, the City shall immediately notify Manager.
The City and Manager acknowledge that this Release Agreement or any separation agreement shall be disclosed in accordance with applicable law. If the City is contacted by the press regarding any separation agreement, including this Release Agreement, the City is permitted to indicate that it has entered into an ag reement with Manager, shall confirm the consideration paid and, if applicable, may indicate that it entered into the settlement to avoid the legal fees and costs that it might have incurred to defend a lawsuit, and that this is not in any way an admission of liability on the part of the City.
B. Non-Disparagement. Manager agrees she will not make any defamatory or derogatory statements, written or verbal, regarding the City or any of its present or former elected officials, appointed officials, officers or employees to anyone.
C. Reference Requests. Any reference request concerning Manager will be referred to the Human Resources Director. The only information that will be provided in response to such a request will be Manager’s date of employment, her title, confirmation of her rate of pay and a statement that it is the City’s policy to only provide that information.
BY HER SIGNATURE BELOW, MANAGER REPRESENTS THAT SHE HAS
CAREFULLY READ THIS RELEASE AGREEMENT AND KNOWS ITS
CONTENTS AND FULLY UNDERSTA NDS IT; THAT SHE HAS HAD THE
OPPORTUNITY TO HAVE IT FULLY EXPLAINED TO HER BY AN
ATTORNEY OF HER CHOICE AND HAS EITHER DISCUSSED THIS
RELEASE AGREEMENT WITH AN ATTORNEY OR HAS VOLUNTARILY
CHOSEN TO SIGN IT WITHOUT CONSULTING AN ATTORNEY; THAT SHE FULLY UND ERSTANDS ITS FINAL AND BINDING EFFECT; THAT THE
ONLY PROMISES MADE TO HER TO SIGN THIS AGREEMENT ARE THOSE STATED ABOVE; AND THAT SHE IS SIGNING IT VOLUNTARILY.
MANAGER HAS BEEN GIVEN AT LEAST 21 DAYS TO CONSIDER THIS
RELEASE AGREEMENT AND UNDERSTANDS THAT AFTER IT IS SIGNED,
SHE MAY REVOKE THIS RELEASE AGREEMENT BY DELIVERING A
WRITTEN NOTICE OF REVOCATION TO THE DIRECTOR OF HUMAN
19 RESOURCES, 276 FOURTH AVENUE, HUMAN RESOURCES DEPARTMENT, BUILDING C, CHULA VISTA, CA 91910, NO LATER THAN SEVEN DAYS
AFTER SH E EXECUTES THIS RELEASE AGREEMENT, AND THAT THIS
RELEASE AGREEMENT DOES NOT BECOME EFFECTIVE OR
ENFORCEABLE UNTIL AFTER THE SEVEN (7) DAY PERIOD HAS EXPIRED.
[The remainder of this page is intentionally left blank. Signature Page to follow.]
20 SIGNATURE PAGE TO RELEASE AGREEMENT
IN WITNESS WHEREOF, City and Manager have executed this Release Agreement, indicating that they have read and understood same, and indicate their full and complete consent to its terms:
For the City of Chula Vista:
By: ______________________________
Mayor, City of Chula Vista
Attest:
____________________________________
Kerry Bigelow, City Clerk
Approved as to Form:
____________________________________
Marco A. Verdugo, City Attorney
For Mrs. Tiffany Allen:
By: ______________________________
Tiffany Allen