SEVENTH AMENDED EMPLOYMENT AGREEMENT BETWEEN
KENNETH IRWIN AND THE CITY OF PATTERSON FOR
EMPLOYMENT OF CITY MANAGER
This Seventh Amended Employment Agreement (“Seventh Amendment”) is made and entered into on this 20th day of September, 2022 (“Effective Date”), by and between the City of Patterson (“Employer”), a California municipal corporation, and Kenneth Irwin, an individual (“Employee”). Employer and Employee may be referred to hereinafter as a “Party” or collectively as the “Parties.” There are no other parties to this Seventh Amendment.
RECITALS
A. The Parties entered into an Agreement for employment of City Manager on October 16, 2014 (“Agreement”), which provides the terms and conditions of Employee’s employment.
B. Employee commenced work as City Manager on October 16, 2014.
C. The Parties amended the Agreement on March 30, 2016 (“First Amendment”), which provides changes to the Agreement.
D. The Parties amended the Agreement on December 20, 2016 (“Second Amendment”), which provides changes to the Agreement and the First Amendment.
E. The Parties amended the Agreement on February 6, 2018 (“Third Amendment”), which provides changes to the Agreement, the First Amendment, and the Second Amendment.
F. The Parties amended the Agreement on December 18, 2018 (“Fourth Amendment”), which provides changes to the Agreement, the First Amendment, the Second Amendment, and the Third Amendment.
G. The Parties amended the Agreement on March 17, 2020 (“Fifth Amendment”), which provides changes to the Agreement, the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment.
H. The Parties amended the Agreement on December 1, 2020 (“Sixth Amendment”), which provides changes to the Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, and the Fifth Amendment.
I. The Parties now desire to further amend the terms and conditions of the Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and the Sixth Amendment.
NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
AGREEMENT
Section 1. Incorporation of Recitals. The recitals set forth above are incorporated herein by this reference and made a part of this Seventh Amendment. In the event of any inconsistencies between the recitals and sections 1 through 11 of this Seventh Amendment, sections 1 through 11 will prevail.
Section 2. Effect of Original Agreement. Except as otherwise provided herein, all provisions, defined terms, and obligations in the original Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and the Sixth Amendment remain in full force and effect. The Parties agree that they continue to be bound by all terms of the Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and the Sixth Amendment except as modified by this Seventh Amendment. All capitalized terms used in this Seventh Amendment, which are not otherwise defined in this Seventh Amendment, shall have the meanings given to such terms in the Agreement.
Section 3. Amendments. The Agreement is amended as follows:
1. Section 1 of the Agreement, “Term,” is amended to read as follows:
This Agreement shall remain in full force and effect through October 16, 2027 unless employee is terminated for “cause” in accordance with “Section 11: Event of Default” of Agreement.
2. Section 4(A) of the Agreement, “Compensation,” is amended to read as follows:
B. Salary Adjustments: This Agreement shall be automatically amended to provide a 3% base salary increase, effective October 16th of each year; however, if a higher increase is negotiated and granted to mid-management employees, Employee shall receive that higher increase instead.
3. Section 5 of the Agreement, “Health, Disability, and Life Insurance Benefits” is amended to read as follows:
C. After 10 years of service with the City of Patterson, Employee shall receive a life-time retiree plus eligible dependent(s) medical benefit, paid at 100% of benefit, based on the plan and category enrolled in CalPERS or a non-CalPERS plan selected by the retiree capped at the CalPERS Basic Kaiser Subscriber & 2+ Dependents Category. Employee shall also receive retiree dental and vision benefits, paid or reimbursed at 100%, based on the City’s existing plan coverage as provided for unrepresented employees in the Unrepresented Full-Time Employee Benefits Summary. This paragraph will not apply in the event the Employee is terminated for “cause” in accordance with “Section 11: Event of Default” of the Agreement or otherwise terminates his employment with the City.
4. Section 15 of the Agreement, “Hours of Work,” is amended to read as follows:
The general work schedule for Employee shall be Monday through Friday, 8:00 a.m. to 5:00 p.m.; however, it is recognized that Employee must devote a great deal of time outside normal office hours on business for Employer, including but not limited to attending regular and special meetings of the Employer’s City Council and various commissions, and to that end Employee shall be allowed to establish an appropriate work schedule, including a 9/80 work schedule. The Parties agree that, due to the nature of this position, it is exempt, and Employee is not entitled to receive overtime compensation.
Section 4. Integrated Agreement. The Agreement contains all of the agreements of the Parties and all previous understandings, negotiations, and agreements are integrated into the Agreement.
Section 5. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Seventh Amendment are declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Seventh Amendment, which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties herein.
Section 6. Counterparts. This Seventh Amendment may be executed simultaneously and, in several counterparts, each of which shall be deemed an original, but which together shall be deemed one and the same instrument.
Section 7. Authority. All Parties to this Seventh Amendment warrant and represent that they have the power and authority to enter into this Seventh Amendment and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states, or firms and that all former requirements necessary or required by the state or federal law in order to enter into this Seventh Amendment have been fully complied with.
Section 8. Document Preparation. This Seventh Amendment will not be construed against the Party preparing it, but will be construed as if prepared by all Parties.
Section 9. Advice of Legal Counsel. Each Party acknowledges that it has reviewed this Seventh Amendment with its own legal counsel and based upon the advice of that counsel, freely entered into this Seventh Amendment.
Section 10. Attorney’s Fees and Costs. If any action at law or in equity, including action for declaratory relief, is brought to enforce or interpret provisions of this Seventh Amendment, the prevailing Party shall be entitled to reasonable attorneys’ fees and costs, which may be set by the court in the same action, or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, this Seventh Amendment has been entered into by and between Employer and Employee as of the Effective Date.
EMPLOYEE
Kenneth Irwin, an individual
Kenneth Irwin, City Manager
Date Signed:
EMPLOYER
City of Patterson, a California
municipal corporation
By:
Dennis McCord, Mayor
Date Signed:
Attest:
By:
Aracely Alegre, City Clerk
Date Signed:
Approved as to Form:
By:
Nubia I. Goldstein, City Attorney
Dated: