Goleta City Council
July 18, 2023

Agenda Item B.4

CPMS CONSENT CALENDAR
Meeting Date: July 18, 2023
____________________________________________________________ TO: Mayor and Councilmembers
FROM: Kristine Schmidt, Assistant City Manager
Jaime A. Valdez, Neighborhood Services Director
SUBJECT: Appointment of Interim Library Director
RECOMMENDATION:

Adopt Resolution No. 23- _ entitled “A Resolution of the City Council of the City of Goleta Appointing Diane Satchwell as Interim Library Director and Approving Employment Agreement.”
BACKGROUND:

The City’s former Library Director retired on March 24, 2023. Since then, the position has remained vacant.

The Library Director is a key division management position reporting to the Neighborhood Services Director. It oversees three library branches (Goleta Valley, Buellton, Solvang) and other satellite library locations (Los Olivos, Santa Ynez, and Book Van). It manages and controls the delivery of Library programs, services and resources including reference services, support services, youth services, branch services, and administrative services; recommends Library Division budget, personnel, and policy decisions; assesses community needs and maintains relat ions with library support groups and contributors; assists the Neighborhood Services Director in the management of the Neighborhood Services Department and serves as the Director in his or her absence; and performs related duties as assigned.

The City has opened a recruitment for the Library Director, subject to the further development of recruitment materials and the review of the salary level, which are still pending. G iven the difficult labor market for such positions, staff desires to make an interim appointment until such time as the position is filled. This will ensure that there is not a further gap in professional leadership in such areas as professional librarian development, print and digital collection development, program and service development, policy and procedure implementation, and special library projects.

Diane Satchwell is an experienced executive-level library manager with a wide variety of professional experience managing city and county libraries and a large library joint 1 Meeting Date: July 18, 2023

powers authority (JPA). Ms. Satchwell comes highly recommended by her peers and has experience helping libraries conduct strategic planning, which will be a key focus of the upcoming year at the Goleta Valley Library. Ms. Satchwell is a CalPERS retired annuitant which will allow her to serve as an Interim Library Director, with some restrictions. Ms.

Satchwell has indicated that she is not a candidate for a permanent appointment to the position.

DISCUSSION:

Government (Gov.) Code section 21221(h) of the Public Empl oyees’ Retirement Law permits the governing body to appoint a CalPERS retiree to a vacant position requiring specialized skills during recruitment for a permanent appointment, and provides that such appointment will not subject the retired person to reinstatement from retirement or loss of benefits so long as it is a single appointment that does not exceed 960 hours in a fiscal year.

As proposed, under the oversight of the Neighborhood Services Director, Ms. Satchwell will work an average of approximately 18 hours per week as the Library Director, with her actual hours fluctuating based on need. The position could encompass any and all of the duties contained in the Library Director job specification in Attachment 1, except those duties outside of the scope of a Library Director that are specific to being the assistant director to the remainder of the Neighborhood Services Department.

Specifically, Ms. Satchwell’s work will prioritize, but not be limited to, the following duties, all of which are within the scope of the Library Director job specification:

1. Serve as the City of Goleta’s representing Library Director on various regional bodies requiring a Library Director (professional librarian) appointment.

2. Oversee three supervisory staff at three library branches, develop their supervisory and library management skills , and support them in their day-to-day supervisory and operational roles.

3. Advise the Neighborhood Services Director on all matters related to the management of the Library division.

4. Oversee the development of a Library Strategic Plan as the project manager in coordination with the Neighborhood Services Director and the City’s Library Advisory Commission.

5. Collect data and prepare and submit reports to s tate county and Black Gold, including the annual State Library Report.

6. Apply professional expertise to the development of the digital and print material collections for the three branches.

Ms. Satchwell will be appointed at an hourly rate of Step 6 of the Library Director (Assistant Neighborhood Services Director), $93.05 per hour. Ms. Satchwell’s hours will not exceed 960 in FY 2023/24, and will average approximately 18 hours per week, though they may vary based on workload. Ms. Satchwell’s engagement w ill be via a hybrid in - person/remote work schedule. Ms. Satchwell will not be eligible for any benefits other 2 Meeting Date: July 18, 2023

than the hourly salary or as required by law . C ommute time is not a reimbursable expense. Staff has provided a proposed resolution appointing Diane Satchwell as interim Library Director pursuant to Government Code Section 21221(h) along with Exhibit A which is the corresponding temporary employment agreement (Attachment 2).

FISCAL IMPACTS:

There will be sufficient salary savings in the FY 2023 -24 to cover Ms. Satchwell’s engagement, which is expected to be at or below $89,328.

ALTERNATIVES:

Council could decline to approve the interim appointment, which would lead to less effective management of the Library during the period of recruitment.

Reviewed By: Legal Review By: Approved By:

___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City Attorney City Manager

ATTACHMENTS:

1. Library Director Job Class Specification

2. Resolution Appointing Diane Satchwell as Interim Library Director and Approving Employment Agreement
3 Attachment 1
Library Director Job Class Specifications
4 CITY OF GOLETA

LIBRARY DIRECTOR
(Asst Neighborhood Svcs Director)

Class specifications are intended to present a descriptive list of the range of duties performed by employees in this class. Specifications are not intended to reflect all duties performed within the job.

DEFINITION

Under general direction of the Neighborhood Services Director , provides overs ight of the Library Division; oversees, and controls the delivery of Library programs, services and resources at three branch l ocations and satellite locations, including Reference Services, Support Services, Youth Services, branch services, and administrative services; recommends Library Division budget, personnel, and policy decisions; assesses community needs and maintains relations with library support groups and contributors; assists the Neighborhood Services Director in the management of the Neighborhood Services Department and serves as the Director in his or her absence; and performs related duties as assigned.

CLASS CHARACTERISTICS

The Library Director (Assistant Neighborhood Services Director) is responsible for the overall organization, staffing, and operations of the publ ic library , a major division of the Neighborhood Services Department, and the creation and attainment of Library Division goals and objectives. This is a high-level managem ent position that reports to the Neighborhood Services Direc tor and oversee s the wor k of other managers and professional staff. The Library Director (Assistant Neighborhood Services Director) is distinguished from the Library Services Manager classification by its broader scope of functional responsibility and decision- making authority in matters affecting the prioritization of departmental services and community relations, by its responsibility to represent the Library at the regional level, and its responsibility to recommend budget , personnel and policy decisions to the Neighborhood Services Direc tor. It is distinguished from the Neighborhood Services Director by that position’s broader responsibility for Neighborhood Services Department operations, its control of the Department budget, finances and capital assets, and its participation on the City’s executive team. This position provides leadership assistance to the Neighborhood Services Director in the planning, coordination and management of the entire Department , as directed, and serves as the Director in his or her absence.

ESSENTIAL JOB FUNCTIONS

The following duties are typical for positions in this classification. Incumbents may not perform all listed job fu nctions, nor are all listed duties necessarily performed by everyone in this class depending upon business need and changing business practices:

Attachment 1
5 LIBRARY DIRECTOR Page 2

1. Oversees Library operations, and controls the delivery of Library programs, services and resources.

2. Develops, implements and rev ises Library rules, procedures and policies; reviews actions and conduct of subordinates, recommends corrective action and maintains effective discipline throughout the Library.

3. Oversees the recruitment, selection, training and evaluation of Library Division staff an d disciplinary processes in accordance with the City's personnel rules, policies and labor contract provisions.

4. Works with the Neighborhood S ervices Director, community representatives, City management, and staff to e stablish Library goals, objectives and service needs and evaluate the effectiveness of Library services; initiates meetings and focus groups to identify work plans and priorities, and potential solutions to issues.

5. Studies and analyzes library systems and procedures; dir ects and initiates improvements working with staff and other internal and external parties.

6. Directs, evaluates and presents monthly and annual library service reports, studies, evaluation reviews, and statistical summaries.

7. Researches and monitors developments related to library operations, evaluates their impact and recommends improvement s; provides assistance to staff in resolving day -to- day problems and meeting goals and timetables.

8. Coordinates Library activities and maintains liaisons with other library foundations, regional bodies, and service groups.

9. Represents the Library Division before the City Council, Library Commission, County Library Adv isory Committee, Black Gold Cooperative , and other governmental bodies; prepares and presents special studies and reports concerning Library programs and activities.

10. Assists the Neighborhood S ervices Direc tor in developing organizational and staffing structure for the division and evaluates the effectiveness of departmental work processes, systems and procedures.

11. Assists the Neighborhood Services Direc tor in the pre paration of the Library Divi sion budget, including operating budget, collections, capital outlay, and grants programs; evaluates actual expenditures in relation to department goals and service priorities.

12. Represents the Library D ivision before various community groups, develops and implements the division’s community relation efforts.

6 LIBRARY DIRECTOR Page 3

QUALIFICATIONS GUIDELINES

Education, Experience and Training

A typical way of obtaining the knowledge, skills and abilities outlined above is graduation from an ALA accredited college or university with a master's degree in Library Science; and seven or more years of progressively responsible professional and managerial library experience, supplemented by three or more years of supervisory experience.

Knowledge and Abilities

Knowledge of:

 Theories, pr inciples and practices of modern library management, including current developments in librarianship and in managing the delivery of library services.

 Modern library operations, policies, methods and procedures.

 Collection development, including print, a udiovisual and electronic resources selection and cataloging procedures.

 General and specialized reference materials, bibliographic sources, online databases, and the field of book publishing.

 Automated library information systems, resources, and tools.

 Patron advisory methods and practices.

 Strategic planning principles; theories of management and organization; leadership principles.

 Principles of staffing, selection, training, supervision, evaluation, and discipline.

 Financial planning and budgeting practices; grant administration practices.

 Project management, benchmarking, and program evaluation practices.

 Negotiating techniques.

Ability to:

 Create and interpret library policies and make resources and services available to the public in accepted media.

 Plan, implement and direct a wide variety of library programs and services.

 Assess patron needs and available resources and development programs to serve those needs.

7 LIBRARY DIRECTOR Page 4
 Prepare clear, concise and comprehensive correspondence, reports and other wr itten materials; provide training and support to staff and volunteers.

 Work closely with other library management team members and staff to provide comprehensive services to library patrons and solve a broad range of service delivery, programmatic and administrative problems.

 Establish and maint ain cooperative working relationships with City officials, Commission, management, staff, community groups, media, patrons and others encountered in the course of work.

 Perform management level financial analysis and administer the division budget.

 Utilize standard word processing and Web browser software.

 Prepare and deliver effective public presentations.

 Work independently.

Special Requirements

 A valid Class C California driver's license and the ability to maintain insurability under the City's Vehicle Insurance Policy. Ability to work standby or attend meetings during nonbusiness hours.

PHYSICAL AND MENTAL DEMANDS/WORKING CONDITIONS

The physical and mental demands herein are representative of those that must be met by an employee to successfully perform the essential functions of this job. Reasonable accommodations may be ma de to enable individuals with disabilities to perform these essential job functions.

Physical Demands

While performing the duties of this class, the employee is regularly required to sit, stand, walk, talk, and hear, both in person and by telephone; use hands to finger, handle, feel or operate standard office equipment; and reach with hands and arms. The employee occasionally lifts and carries records and documents weighing less than 20 pounds.

Specific vision abilities required by this job include close vision and the ability to adjust focus.

Mental Demands

While performing the duties of this class, the employee is regularly required to use oral and written communication skills; read and interpret complex data; thoroughly analyze and solve problems; exercise sound judgment in the absence of specific guidelines; use math and mathematical reasoning; establish priorities and work on multiple assignments and projects concurrently; meet intense and changing deadlines given continual interruptions; and interact appropriately with staff, management, City officials, Commission 8 LIBRARY DIRECTOR Page 5
representatives, media, community groups, patrons, and others in the course of work.

Work Environment

The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this class. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. The employee works in office conditions; the noise level is usually quiet. Occasional driving is required to attend meetings at various City facilities, meeting sites, and public and private events.

Date Adopted: July 20, 2021
9 Attachment 2
Resolution Appointing Diane Satchwell as Interim Library Director Pursuant to Government Code Section 21221(h)
10 RESOLUTION NO. 23-___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

GOLETA, CALIFORNIA APPOINTING DIANE SATCHWELL AS

INTERIM LIBRARY DIRECTOR AND APPROVING EMPLOYMENT

AGREEMENT

WHEREAS, Government Code Section 21221(h) permits the Goleta City Council (“City Council”) to appoint a retired annuitant to a vacant position requiring specialized skills during recruitment for a permanent appointment, and provides that such appointment will not subject the retired person to reinstatement from retirement or loss of benefits so long as it is a single appointment that does not exceed 960 hours in a fiscal year; and

WHEREAS, the position of Library Director became vacant on March 24, 2023; and

WHEREAS, in order to retain efficient and uninterrupted operation and management of the public libraries for which the City of Goleta is responsible, the Council desires to appoint Diane Satchwell as an interim appointment retired annuitant to the vacant position of Library Director for the City of Goleta pursuant to Government Code Section 21221(h), effective July 19, 2023; and

WHEREAS, Diane Satchwell has extensive library management experience, including having most recently served as Owner and Chief Executive Officer of Library Solutions, a consulting firm specializing in Public Library Management, and

WHEREAS, an appointment under Government Code Section 21221(h) requires an active, publicly posted recruitment for a permanent replacement; and

WHEREAS, the current status of this recruitment is open and accepting letters of interest through the City’s website; and

WHEREAS, this Section 21221(h) appointment shall only be made once and therefore will end on the date immediately preceding the date on which the permanent replacement for the vacant position of Library Director for the City of Goleta commences his or her employm ent or, if earlier, the date that this appointment is terminated by the City of Goleta or Diane Satchwell; and

WHEREAS, the entire employment agreement between Diane Satchwell and the City of Goleta has been reviewed by this body and is attached hereto as Exhibit A; and

WHEREAS, it is understood by the City of Goleta and Diane Satchwell that the combined total hours to be served by Diane Satchwell in any fiscal year, and for all combined hours rendered with any CalPERS employer, shall not exceed the 11 960-hour limitation set forth in California Government Code Section 21221(h) and Section 7522.56(d); and

WHEREAS, the compensation paid to retirees cannot be less than the minimum nor exceed the maximum monthly base salary paid to other employees performing comparable duties, divided by 173.333 to equal the hourly rate; and

WHEREAS, the maximum base monthly salar y for this position is $16,129.27 and the hourly equivalent is $ 93.05, and the minimum base monthly salary for this position is $12,637.71 and the hourly equivalent is $72.91 as defined on the City of Goleta’s publicly available pay schedule, subject to any subsequent adjustment to the payrate as adopted by the City Council; and

WHEREAS, the hourly rate to be paid to Diane Satchwell will be the maximum hourly rate in effect for the Library Director position as set forth in City of Goleta’s publicly available pay schedule, which is currently $93.05; and

WHEREAS, Diane Satchwell has not and will not receive any other benefit, incentive compensation in lieu of benefit or any other form of compensation in addition to this hourly pay rate; and

WHEREAS, pursuant to Governm ent Code Section 7522.56(e)(1), Diane Satchwell must certify in writing to the City of Goleta, upon accepting an offer of employment, that she has not received any unemployment insurance compensation arising out of prior employment with a public employer that is subject to Section 7522.56 during the 12-month period preceding the effective date of this appointment.

NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF
THE CITY OF GOLETA AS FOLLOWS:

SECTION 1.

The City Council has considered the full record before it, which may include but is not limited to such things as the staff report, testimony by staff and the public, and other materials and evidence submitted or provided to it. Furthermore, the recitals set forth above ar e found to be true and correct and are incorporated herein by reference.

SECTION 2.

Diane Satchwell has the specialized skills needed to perform the work required of the Library Director position on an interim basis until a regular Library Director is appointed by the City of Goleta and thereafter begins service.

SECTION 3.

The City Council hereby appoints Diane Satchwell as interim Library Director effective July 19, 2023 until the date immediately preceding the date on which the 12 regular replacement for the vacant position of Library Director commences his or her employment, unless earlier terminated, pursuant to the authority provided under Government Code Sections 21221(h) and 7522.56, pending the recruitment, selection and employment of a regular Library Director, to provide the specialized skills necessary to manage public libraries effectively.

SECTION 4.

The employment agreement with Diane Satchwell, a copy of which is attached hereto as Exhibit A and will be maintained on file with the City Clerk, is approved by the City Council.

SECTION 5.

The City Manager is authorized to execute said agreement on behalf of the City of Goleta, with such technical amendments as may be deemed appropriate by the Neighborhood Services Director and City Attorney.

SECTION 6.

The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED, APPROVED AND ADOPTED this 18th day of July, 2023.

__________________________

PAULA PEROTTE
MAYOR

ATTEST: APPROVED AS TO FORM:

_________________________ __________________________
DEBORAH S. LOPEZ MEGAN GARIBALDI

CITY CLERK CITY ATTORNEY

13 STATE OF CALIFORNIA )
COUNTY OF SANTA BARBARA ) ss.

CITY OF GOLETA )

I, DEBORAH S. LOPEZ, City Clerk of the City of Goleta, California, DO HEREBY CERTIFY that the foregoing Resolution No. 23 -__ was duly adopted by the City Council of the City of Goleta at a regular meeting held on the 18th day of July, 2023 by the following roll call vote of the City Council:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

(SEAL)

_________________________
DEBORAH S. LOPEZ

CITY CLERK

14 EXHIBIT A

See attached form of “Agreement for Temporary Employment” (6 pages).

15 65266.00418\41428916.1

AGREEMENT FOR TEMPORARY EMPLOYMENT
THIS AGREEMENT is between the City of Goleta , a California municipality (“City”), and Diane Satchwell, an individual (“Retiree”) (collectively, the “Parties”) and is effective at 12:00 a.m. on July 19, 2023.

RECITALS
WHEREAS, the City has a vacancy at the position of Library Director, a regular position for which the City is conducting a recruitment for a regular appointment; and WHEREAS, the City has an immediate need for an employee to temporarily perform the position of Library Director, a position involving specialized skills and training and which is critically necessary to the on-going duties and functions of the City; WHEREAS, Retiree is competent and qualified to perform the services required by this Agreement, and City wishes to have Retiree perform the Library Director duties on an interim basis; and
WHEREAS, Retiree’s employment as interim Library Director is authori zed by Government Code section 21221(h), which permits the City to appoint a CalPERS retired annuitant to a vacant position requiring specialized skills during recruitm ent for a regular replacement; and
WHEREAS, pursuant to action by the City Council during its regular meeting on July 18, 2023, Retiree has been appointed to the vacant position of Library Director subject to the requirements of Government Code sections 7522.56 and 21221(h).

NOW, THEREFORE, the Parties do mutually agree as follows:

AGREEMENT

1. Appointment and Scope of Services . Retiree has been appointed as interim Library Director by the City Council , and shall temporarily perform the functions of Library Director, a position involving highly-specialized and critically-needed skills set forth in the job classification for the position of Library Director , attached hereto as Exhibit A. Such employment is “at will,” subject to the terms of this Agreement, and Retiree shall perform said duties at the pleasure of and under the direct supervision of the Neighborhood Services Director.

2. Term. This Agreement shall be effective on July 19, 2023 (“Effective Date”). This Agreement shall expire as of the first of the following to occur: (i ) upon the employment commencement date of a regular Library Director employed by City; or (ii) upon termination of the Agreement by either Retiree or City as provided in Section 6 of this Agreement. Employment is temporary, at -will and may be terminated with or without cause and with or without not ice at any time by the Retiree or the City. Retiree is not 16 65266.00418\41428916.1

eligible for any severance payment or benefit relating to or arising out of the termination of this Agreement.

3. Compensation, Work Schedule and Duties.

A. Rate of Pay. Retiree shall be paid at the rate of $93.05 per hour. The City has confirmed that this rate is not less than the minimum, nor in excess of the maximum, paid by the City to other employees performing comparable duties (divided by 173.333 to equal an hourly rate) as listed on t he City’s publicly available pay schedule. Payments will be made on regularly scheduled City payroll dates, and shall be subject to all applicable payroll taxes and withholdings. Such compensation shall be the sole compensation for Retiree’s services under this Agreement.

B. Work Schedule and 960 -hour Limitation . Retiree is expected to devote necessary time, within and outside normal business hours, to the business of the City.

Pursuant to Government Code sections 21221(h) and section 7522.56, however, Retiree’s performance of services as a retired annuitant, whether compensated or on a volunteer basis, shall not exceed 960 hours per fiscal year in all positions for all public employers that contract with CalPERS for retirement benefits. The City retains the right to designate, reduce, change, or amend the number of hours assigned to Retiree consistent with the City’s workload and other needs. If Retiree’s hours are approaching 960, then the City retains the right to summarily suspend Retiree’s duties under this Agreement and to reassign any scheduled hours, as needed, to ensure that Retiree does not exceed the maximum hours allowed by this Agreement. Retiree will be responsible for keeping track of the number of hours worked on a time sheet form provided by the City and submitting them at least every two weeks.

The position is a temporary, hourly assignment which shall not exceed 40 hours per week. The City, through the City Council, will assign Retiree hours to work. Due to the nature of the position, it is understood that the work day and work week hours may vary, however Retiree shall not work overtime.

C. Duties. In accordance with Resolution No. 23-______, the City Council has appointed Retiree as interim Library Director pursuant to the terms set forth in this Agreement. Thus, the City shall employ Retiree as interim Library Director to perform the duties and functions of the Library Director position, as set fort h in the job description attached hereto as Exhibit A. The Neighborhood Services Director shall have the authority to determine any additional duties and functions to be performed by Retiree under this Agreement and the means and manner by which Retiree shall perform those duties and functions.

4. Employment Status and Benefits.

A. Benefits. Other than the compensation described above in Section 3, Retiree will receive no other benefits, incentives, compensation in lieu of benefits, or any other form of compensation. Retiree understands and agrees that she is not, and will not be, eligible to receive any benefits from the City, including any City group plan for hospital, 17 65266.00418\41428916.1

surgical, or medical insurance, any City retirement program, or any paid holidays, vacation, sick leave, or other leave, with or without pay, or any other job benefits available to an employee in the regular service of the City, except for Worker’s Compensation Insurance coverage or similar benefits required by state or federal law.

B. No Property Right in Employment. Retiree understands and agrees that the terms of her employment are governed only by this Agreement and that no right of regular employment for any specific term is created by thi s Agreement. Retiree further understands that she acquires no property interest in her employment by virtue of this Agreement, that the employment is “at will” as defined by the laws of the State of California (meaning that she can be terminated at any time for any reason or for no reason), and that she is not entitled to any pre - or post-deprivation administrative hearing or other due process upon termination or any disciplinary action except as otherwise provided by law.

D. Employment of a Retiree . Retiree understands that CalPERS retired annuitants may be employed by any CalPERS public agency employ er, by temporary appointment to position(s) not to exceed 960 hours in any fiscal year for all such employers; either (1) during an emergency to prev ent stoppage of public business, or (2) because the retired employee has skills needed in performing work of limited duration. In the event Retiree is providing service s to any other CalPERS public agency employer during the term of this Agreement, Retiree must notify the City of such employment and disclose on a periodic basis (at a frequency determined by the City) the number of hours Retiree is performing for that other public agency to ensure that the maximum number of hours is not exceeded.

5. Representation of Retiree. Retiree represents that she is properly trained and certified to perform the duties required of the interim Library Director position and this Agreement.

Retiree also represents that, as of the effective date of this Agreement, she has not worked for another CalPERS state or contracting agency as a retired annuitant during the 2023 - 2024 fiscal year, and that she therefore acknowledges that she can work up to a total of 960 hours for the City during the 2023 -2024 fiscal year, unless an exception applies. Retiree further affirms that her CalPERS retirement date is at least 180 days prior to the effective date of this Agreement.

6. Termination.

A. By City. This Agreement may be terminated by City for any reason thirty (30) days after providing written notice to Retiree of such termination. City’s only obligation in the event of such termination will be payment to Retiree of all compensation then due and owing as s et forth in Section 3.A up to and including the effective date of termination. However, this Agreement may be terminated immediately if necessitated by changes to CalPERS statutory or regulatory requirements, or if doing so will preclude a violation of Government Code Sections 7522.56 or 21221(h) .

B. By Retiree. This Agreement may be terminated by Retiree for any reason thirty (30) days after providing written notice to City of such termination. City shall have 18 65266.00418\41428916.1

the option, in its complete discretion, to make Retiree’s termination effective at any time prior to the end of such period, provided City pays Retiree all compensation as set forth in Section 3.A. then due and owing her through the last day actually worked.

C. No Notice for Expiration . Nothing in this Section 6 shall be construed to require either party to give advance written notice in order for the Agreement to expire as set forth in Section 2.

D. Termination Obligations . Retiree agrees that all prop erty, including, without limitation, all equipment, tangible Proprietary Information (as defined below), documents, records, notes, contracts, and computer -generated materials furnished to or prepared by her incident to her employment belongs to City and shall be returned promptly to City upon termination of Retiree’s employment. Retiree’s obligations under this subsection shall survive the termination of her employment and the expiration of this Agreement.

7. Proprietary Information . “Proprietary Informat ion” is all information and any idea pertaining in any manner to the business of City (or any City affiliate), its employees, clients, consultants, or business associates, which was produced by any employee of City in the course of his or her employment or otherwise produced or acquired by or on behalf of City. Proprietary Information shall include, without limitation, trade secrets, product ideas, inventions, processes, formulae, data, know -how, software and other computer programs, copyrightable material, marketing plans, strategies, sales, financial reports , forecasts, and customer lists. All Proprietary Information not generally known outside of City’s organization, and all Proprietary Information so known only through improper means, shall be deemed “Confidential Information.” During her employment by City, Retiree shall use Proprietary Information, and shall disclose Confidential Information, only for the benefit of City and as is, or may be, necessary to perform her job responsibilities under this Agreement. Following termination, Retiree shall not use any Proprietary Information and shall not disclose any Confidential Information, except with the express written consent of City. Retiree’s obligations under this Section shall survive the termination of his employment and the expiration of this Agreement.

8. Non-Assignment of Agreement . This Agreement is intended to secure the individual services of the Retiree and is not assignable or transferable by Retiree to any third party.

9. Governing Law/Venue. This Agreement shall be interpreted according to t he laws of the State of California. Venue for any action or proceeding regarding this contract shall be in Los Angeles County.

10. Enforceability. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

11. Conflict of Interest . Retiree agrees that during the term of this Agreement, she will not maintain any financial interest or engage in any other contract employment, occupation, 19 65266.00418\41428916.1

work, endeavor or association, whether compensated or not, that would in any way conflict with, or impair Retiree’s ability to perform the dutie s described in this Agreement. Any work performed for the City outside the terms of this Agreement must be approved in advance in writing by the City Council . Retiree agrees to disclose whether she is performing work for any other CalPERS public agency employer as required by section

4.D. of this Agreement.

12. Entire Agreement and Modification. This Agreement constitutes the entire understanding of the parties hereto. This Agreement supersedes any previous contracts, agreements, negotiations or understandings, whether written or oral, between the parties. Retiree shall be entitled to no other compensation or benefits than those specified herein, and Retiree acknowledges that no representation, inducements or promises not contained in this Agreement have been made to Retiree to induce Retiree to enter into this Agreement.

No changes, amendments, or alterations hereto shall be effective unless in writing and signed by both parties. Retiree understands that no oral modification of this Agreement made b y any officer, agent, or employee of the City is effective. Retiree specifically acknowledges that in entering into and executing this Agreement, she relies solely upon the provisions contained herein and no others.

13. Support Services and Equipment. Retiree shall be provided office space and the equipment needed to perform her duties and sufficient to fulfill obligations under this Agreement, as determined by the City Council , at no cost to Retiree. In accordance with Government Code Section 21221(h), personal use of such equipment is not permitted.

14. Reimbursement for Expenses . Retiree shall be reimbursed by City in accordance with standard City travel policy (as well as federal and state law) for all authorized and necessary travel undertaken by Retiree in performance of services pursuant to this Agreement.

Retiree shall document and claim said reimbursement for such travel in the manner and forms required by the City. Other than as specifically provided herein, Retiree shall receive no other compensation or reimbursements for expenses incurred by her in the performance of this Agreement.

15. Notices. All notices permitted or required under this Agreement shall be given to the respective parties by hand -delivery or by mail at the following address, or at such other address as the respective parties may provide in writing for this purpose, by deposit in the U.S. Mail, postage pre-paid, addressed as follows:

CITY:

City of Goleta
Attn: Neighborhood Services Director
130 Cremona Drive
Goleta, CA 93117
RETIREE: Diane Satchwell
[Address on File]

16. Indemnification. In accordance with and subject to the limitations of the California Government Claims Act and California Labor Code, the City shall defend, save harmless and indemnify Retiree against any tort, professional liabi lity, claim or demand or other legal action, arising out of an alleged act or omission occurring in the performance of 20 65266.00418\41428916.1

Retiree’s services as interim Library Director, except that this provision shall not apply with respect to any intentional tort or crime committee by Retiree, or any actions outside the course and scope of her employment as interim Library Director.

17. No Presumption of Drafter . The Parties acknowledg e and agree that the terms and provisions of this Agreement have been negotiated and discussed between the Parties, and this Agreement reflects their mutual agreement regarding the subject matter of this Agreement. Because of the nature of such negotiatio ns and discussions, it would be inappropriate to deem any Party to be the drafter of this Agreement and, therefore, no presumption for or against validity or as to any interpretation hereof, based upon the identity of the drafter shall be applicable in interpreting or enforcing this Agreement.

18. Assistance of Counsel. Each party to this Agreement warrants to the other party that the party has either had the assistance of counsel in negotiation for, and preparation of, this Agreement or could have had suc h assistance and voluntarily declined to obtain such assistance.

Dated:

RETIREE:

DIANE SATCHWELL, Retiree

Dated:

CITY:

ROBERT NISBET, City Manager

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