City of Patterson
City Manager Employment Agreement
EMPLOYMENT AGREEMENT
BETWEEN
CITY OF PATTERSON AND FERNANDO ULLOA
This Employment Agreement ("Agreement") is made and entered into this 4 nd day of
December 2024, by and between the City of Patterson, a municipal corporation, (the "City") and Fernando Ulloa ("Employee"), an individual. The City and Employee may individually be referred to herein as the "Party" or collectively as the "Parties." There are no other parties to this Agreement.
RECITALS
A. Employee was hired by the City of Patterson on October 19, 2015, into the position of Director of Engineering, Building, and Capital Projects, has served in that position continually since his hire, and currently works in that capacity pursuant to the Amended Employment Agreement between Employee and City, entered into on July 1, 2022 (“2022 City Engineer Employment Agreement”), as well as currently serving as the interim City Manager; and
B. City, acting through the Patterson City Council (“City Council”) has evaluated Employee's knowledge, experience, administrative skills, and abilities and desires to employ and appoint Employee to the position of City Manager pursuant to Section
2.16.020 of the Patterson Municipal Code; and
C. The Parties agree that this Agreement shall be the sole agreement between the Parties regarding the employment of Employee and shall replace any prior employment agreement between Employee and City; and
D. The Parties desire to execute this Agreement pursuant to the authority of, and subject to, the provisions of California Government Code ("Government Code") Sections 36506 and 53260 and Chapter 2.16 of the Patterson Municipal Code.
NOW, THEREFORE, in consideration of the mutual covenants entered into between the Parties, and in consideration of the benefits that accrue to each, it is agreed as follows:
City of Patterson
City Manager Employment Agreement
AGREEMENT
Section 1. Recitals. The recitals set forth above ("Recitals") are incorporated herein by this reference and made a part of this Agreement. In the event of any inconsistencies between the Recitals and Sections 1 through 10 of this Agreement, Sections 1 through 10 will prevail.
Section 2. Effective Date. This Agreement is effective once executed by both Parties ("Effective Date").
Section 3. Appointment, Duties, and Term.
Section 3.1. Appointment of City Manager and Duties. The City Council hereby appoints Employee as City Manager (“City Manager”) to perform the function and duties of the City Manager under direction of the City Council pursuant to California Government Code Section 36506 and Section 2.16.020 of the Patterson Municipal Code. Employee accepts the appointment and employment pursuant to the terms of this Agreement. Employee shall perform the functions and duties specified under the laws of the State of California, the City’s Municipal Code, the City’s ordinances and Resolutions, the City Manager job description, and all other duties and functions reasonably related to Employee’s position as the City Council shall from time-to-time assign.
Section 3.2. No Secondary Employment. Employee agrees to devote Employee’s productive time, abilities, and attention as necessary to the full accomplishment of Employee’s duties and the City’s business needs. Accordingly, Employee shall not hold secondary employment or engage in activities which conflict with, or present the appearance or possibility of conflicting with, City’s legitimate business interests. As such, Employee agrees that Employee will notify the City Council in writing if Employee wishes to accept secondary employment sufficiently in advance to allow the City Council to determine whether there is the appearance of, or an actual conflict or potential conflict with the satisfactory performance of Employee’s duties, and/or the best interest of the City. Should the City Council make such a determination, Employee agrees that Employee will forgo the proposed secondary employment. Notwithstanding the foregoing, Employee shall have the right to volunteer for such nonprofit organizations as Employee may see fit, provided that such volunteer services shall not interfere with Employee’s duties on behalf of the City.
Section 3.3. Schedule. The general work schedule for Employee shall be Monday through Friday, 8:00 a.m. to 5:00 p.m. or any other work schedule established by the City.
However, it is recognized that Employee may devote a great deal of time outside normal office hours on business for the City, including, but not limited to, attending regular and special City Council meetings and various commissions, and to that end Employee shall be allowed to establish an appropriate work schedule.
City of Patterson
City Manager Employment Agreement
Section 3.4. Exempt Employee. Employee is an exempt employee for purposes of the Fair Labor Standards Act of 1938 (29 U.S.C. § 201 et seq.). Employee shall not receive overtime or extra compensation for hours worked outside of the City's general business hours, which are necessary to fulfill the duties of City Manager unless otherwise provided in this Agreement.
Section 3.5. Term. This Agreement shall become effective December 4, 2024, and continue in full force and effect until terminated by either City or Employee pursuant to the provisions of Section 6.
Section 3.6 At-Will Employment. Employee acknowledges that Employee is an at-will employee serving at the pleasure of the City Council. Accordingly, the City Council may terminate Employee's employment at any time, with or without cause. Employee may terminate Employee’s employment at any time, with or without cause, as long as they provide a minimum of forty-five (45) days' notice, unless the Parties agree otherwise. Unless otherwise specified in this Agreement, Employee shall be bound by all state laws and City ordinances, resolutions, policies, rules, and regulations now in force and effect applicable to Employee’s position, and by all such other applicable laws, resolutions, ordinances, policies, rules, and regulations as may be hereafter implemented and will faithfully observe and abide by the same. No such policy, rule, or regulation shall alter, modify, or revoke Employee’s status as an at-will employee or any other provision of this Agreement.
Section 4. Compensation and Evaluations.
Section 4.1. Base Salary. The City agrees to pay Employee an annual salary of Two Hundred Forty-Four Thousand Six Hundred Sixty Dollars and Eight Cents ($244,660.08) per year ("Base Salary"), payable in installments at the same time that the other City employees are paid. Contingent upon meritorious performance, this Agreement shall be automatically amended to provide a three percent (3%) base salary increase effective July 1 of each year; however, if a higher increase is negotiated and granted to mid-management employees, Employee shall receive that higher increase instead. Absent any performance deficiencies, the 3% increase shall be implemented automatically unless the Parties agree to a different amount.
Section 4.2. Review and Evaluation. The City Council agrees to review and evaluate Employee's performance as City Managers pursuant to the terms of this Agreement ("Review and Evaluation"). The Review and Evaluation shall be conducted annually on the Employee's anniversary date.
The process, form, criteria, and format for the evaluation shall be mutually agreed upon by the City and Employee. The process, at a minimum, shall include the opportunity for both parties to:
(A) prepare a written evaluation, (B) meet and discuss the evaluation, and (C) present a written summary of the evaluation results. The final written evaluation should be completed and delivered to the Employee within thirty (30) days of the evaluation meeting.
Section 4.3. General Business Expenses. The City agrees to budget for and pay for professional dues and subscriptions of the Employee necessary for continuation and full City of Patterson
City Manager Employment Agreement
participation in national, regional, state, and local associations and organizations necessary and desirable for the Employee's continued professional participation, growth, and advancement, and for the good of the City. The amount budgeted annually will be based on budget feasibility and available funds allocated for such activities.
Section 4.4. Travel Expenses. The City agrees to budget for and pay for travel and subsistence expenses of Employee for professional and official travel, meetings, and occasions to adequately continue the professional development of Employee and to pursue necessary official functions for the City, including but not limited to the ICMA Annual Conference, the Annual Meeting of the City Manager’s Division of the League of California Cities, and such other national, regional, state, and local governmental groups and committees in which Employee serves as a member, subject however to Council approval for any out-of-state travel. The amount budgeted annually will be based on budget feasibility and funds allocated for such activities.
Section 4.5. Job-Related Expenses. The City recognizes that, in the scope and course of employment, Employee will incur certain job-related expenses, which are not personal in nature. The City agrees to reimburse Employee or to pay said job-related expenses. The Finance Director is authorized to disburse such reimbursements upon receipt of duly executed expense or petty cash vouchers, receipts, statements, or personal affidavits.
Section 4.6. Vehicle Allowance. During the term of this Agreement, City agrees to pay Employee the sum of Five Hundred Dollars ($500.00) per month as a vehicle allowance (“Vehicle Allowance”). Employee shall be responsible for paying all liability, property damage, and comprehensive insurance coverage upon such vehicle and shall further be responsible for all expenses attendant to the purchase or lease and operation, maintenance, repair, and regular replacement of said vehicle.
Section 5. Benefits and Leave.
Section 5.1. Retirement. The City participates in CalPERS. Employee shall pay the annual "new" or "classic" member contribution as required by the Public Employees' Pension Reform Act (PEPRA). Employer will make all of the appropriate contributions on Employee's behalf for the required Employer share.
In addition, effective July 1, 2024, Employer agrees to match an amount contributed by Employee to their MissionSquare 457(b) deferred compensation retirement plan, up to a maximum of three percent (3.5%) of Employee's base salary, in equal proportionate amounts each pay period into a MissionSquare 401(a) defined contribution plan. This matching shall be discontinued upon separation or termination of employment and will not be paid in conjunction with any severance payments.
Upon retirement, employee's accrued sick leave balance shall be reported to CalPERS for conversion towards length of service months/years.
Section 5.2. Vacation. Vacation shall be twenty-five (25) days annually. Vacation annual accrual shall not exceed five hundred (500) hours. Upon separation, Employee is City of Patterson
City Manager Employment Agreement
entitled to receive payment at Employee's current base pay for all vacation time earned, but not taken, as of the effective date of separation.
Section 5.3. Other Benefits and Leave. Employee is entitled to receive Life Insurance of One Hundred Thousand Dollars ($100,000.00), dental benefit for employee and family of Two Thousand Dollars ($2,000.00) annually per person, twelve (12) sick leave days, City medical contribution of the annual Kaiser Family rate, and vision coverage for employee and family, and such other benefits provided to employees comprising the City’s Mid-Management employees.
Retiree dental and vision monthly premiums for retiree and eligible dependent(s) shall be paid or reimbursed by the City at one hundred percent (100%), based on the City's existing plan coverage as provided for unrepresented employees in the Unrepresented Full-Time Employee Benefits Summary. Employee shall also receive a life-time retiree plus eligible dependent(s) medical benefit based on the schedule described below. Employees with ten (10) years of continuous service with the City of Patterson may include up to five (5) years of prior CalPERS service as credit towards calculation of 100% of benefit. City shall pay the benefit percentage earned below of the medical premium 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.
• 5 Years of service – 50% of benefit
• 10 Years of service – 75% of benefit
• 15 Years of service – 100% of benefit
Section 5.4. Administrative Leave. Employee is exempt from coverage under the Fair Labor Standards Act ("FLSA"). As such, Employee does not receive compensation for hours worked over forty (40) per week. In recognition of the extra hours required, Employee shall earn one hundred twelve (112) hours of administrative leave per year to be available at the commencement of each Fiscal Year. Any unused balance will be cashed out at the end of each Fiscal Year. Employee is entitled to receive payment at Employee's current base pay for all administrative leave earned, but not taken as of the effective date of separation.
Section 6. Separation from Employment.
Section 6.1. Voluntary Resignation/Retirement. Employee may resign at any time and agrees to give the City at least forty- five (45) calendar days’ advance written notice of the effective date of Employee’s resignation, unless the Parties otherwise agree in writing. If Employee retires from full-time public service with the City, Employee shall provide ninety (90) calendar days’ advance written notice. Employee’s actual retirement date will be mutually established between the Parties. During the notice period, unless otherwise set forth in this Agreement, all rights and obligations of the Parties under this Agreement shall remain in full force and effect. Promptly after the effective date of resignation or retirement, the City shall pay to Employee all salary and benefit amounts accrued and owing under this Agreement.
City of Patterson
City Manager Employment Agreement
Section 6.2. Resignation in Lieu. Should Employee accept an offer from a majority of the City Council to voluntarily resign in lieu of termination, at Employee’s option, the resignation will be treated as a termination without cause for purposes of Section 6.5 Severance.
Section 6.3. Termination by City Council. The City may, with or without cause or prior notice, terminate this Agreement and Employee’s employment with the City in accordance with Section 2.16.120 through 2.16.160 of the Patterson Municipal Code. Employee shall be provided with a written notice setting forth the reasons for such termination at least thirty (30) days before the effective date of the removal. In accordance with Municipal Code Section
2.16.30, within seven (7) days of the notice, Employee may request to appear before the City Council and be heard. The decision of the City Council shall be final and depend upon any particular showing or degree of proof at the hearing.
Notwithstanding any other provision of this Agreement, Employee shall not be terminated or otherwise removed from the position of City Manager without good cause, as defined below, during a period of one hundred eighty (180) days following any general municipal election in which a new member is elected to the City Council.
Section 6.4. Final Pay. Employee shall cease to be entitled to wages, benefits, or other compensation as of Employee’s last day of employment, except as may be otherwise provided in this Agreement. City shall tender Employee all wages due and owing, as well as accrued and unused vacation and administrative leave for all hours worked as of Employee’s last day of employment, in accordance with standard City practice, applicable law, and this Agreement.
Section 6.5 Severance. If Employee is terminated without good cause, as defined in Section 6.8, City shall pay Employee severance as follows:
1. A payment in an amount equal to six (6) months of Employee’s then-current rate of pay, payable in one lump sum payment within three (3) weeks following the date of separation.
2. Should Employee elect to continue medical, and/or dental and vison coverage for Employee and/or covered dependents under the City’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), City shall reimburse Employee for the premiums charged to maintain coverage for a period of three (3) months from the date coverage would otherwise terminate due to Employee’s separation from employment, or until Employee secures coverage under another group health plan, whichever is earlier. In order to receive reimbursement, Employee shall provide proof of premium payments.
3. Any severance payable under this Agreement shall be contingent on Employee’s signature on a release of all claims in a format satisfactory to the City.
4. This Severance is subject to the restrictions of Government Code section 53260, including that the maximum amount of severance pay that Employee may receive City of Patterson
City Manager Employment Agreement
shall be the lesser of twelve (12) months base salary or the number of months remaining on the term of this Agreement. Additionally, pursuant to Government Code section 53243.2, any cash settlement related to the termination of this Agreement received by Employee from City shall be fully reimbursed to City if Employee is convicted of a crime involving an abuse of office or position while employed with City.
Section 6.6. Good Cause. “Good Cause,” for purposes of this Agreement, means a fair and honest cause or reason for termination. These reasons include, but are not limited to:
Employee shall not be paid Severance when employment is terminated as a result of the following:
1. Willful neglect of duty;
2. Conviction of a felony or misdemeanor or of any crime involving moral turpitude;
3. Violation of the duties of City Manager;
4. Repeated and protracted unexcused absences from work;
5. Any other act of similar nature of the same or great seriousness;
6. Disclosing confidential information belonging to City;
7. Dishonesty, gross carelessness, or misconduct;
8. Failure to perform to the standards set by the City;
9. Any conduct which violates the City’s Policies or Personnel Rules and for which a City employee may be terminated;
10. Willful destruction or misuse of City property;
11. Conduct that in any way has a direct, substantial, and adverse effect on the City’s reputation;
12. Willful violation of federal, state, or City discrimination laws; or
13. Failure to comply with any of Employee’s obligations as set forth in this Agreement.
Notwithstanding any provision in this Agreement to the contrary, the City Council may place Employee on investigatory leave with full pay and benefits at any time during the term of this Agreement.
City of Patterson
City Manager Employment Agreement
Section 7. Indemnification. The City shall defend, hold harmless, and indemnify Employee against any tort, personnel, civil rights, or professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee's duties as City Manager in accordance with California's Tort Claims Act (Government Code Section 825 et seq.), and shall provide a defense to Employee in accordance with Government Code Sections 995-996.5. The City may decline to defend or indemnify Employee only as permitted by the Government Code.
The City may compromise and settle any such claim or suit and pay the amount of any resulting settlement or judgment. Provided, however, that the City's duty to defend and indemnify shall be contingent upon Employee's good faith cooperation with such defense. In the event the City provides funds for legal criminal defense pursuant to this Section, Employee shall reimburse the City for such legal criminal defense funds if Employee is convicted of a crime involving an abuse of office or position, as provided by Government Code Sections 53243-53243.4.
Section 8. Bonding. The City shall bear the full cost of any fidelity or other bonds required of the Employee under any law or ordinance.
Section 9. Notices. Any notice or communication required hereunder between the City and Employee must be in writing, and may be given either personally, by facsimile (with original forwarded by regular U.S. Mail), by registered or certified mail (return receipt requested), or by Federal Express, UPS, or other similar couriers providing overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. If given by facsimile transmission, a notice or communication shall be deemed to have been given and received upon actual physical receipt of the entire document by the receiving Party’s facsimile machine. Notices transmitted by facsimile after 5:00 p.m. on a normal business day or on a Saturday, Sunday, or holiday shall be deemed to have been given and received on the next normal business day. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the first to occur of (a) actual receipt by any of the addressees designated below as the Party to whom notices are to be sent, or (b) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered as shown on a receipt issued by the courier. Any Party hereto may at any time, by giving ten (10) days’ written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below:
If to City: City of Patterson
ATTN: City Clerk
City Hall
1 Plaza
Patterson, CA 95363
With copies to: White Brenner. LLP
City of Patterson
City Manager Employment Agreement
ATTN: Nubia Goldstein
1414 K Street, 3rd Floor
Sacramento, CA 95814
If to Employee: Fernando Ulloa
On file with the city.
Section 10. General Provisions.
Section 10.1 Modification of Agreement. This Agreement may be supplemented, amended, or modified only by a writing signed by the City and Employee.
Section 10.2 Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties and supersedes all other prior or contemporaneous oral or written understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement.
Section 10.3 Severability of Agreement. If a court or an arbitrator of competent jurisdiction holds any section of this Agreement to be illegal, unenforceable, or invalid for any reason, the validity and enforceability of the remaining sections of this Agreement shall not be affected.
Section 10.4 Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement 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 Agreement have been fully complied with. Further, by entering into this Agreement, either Party hereto shall have breached the terms or conditions of any other contract or agreement to which such Party is obligated, which such breach would have a material effect hereon.
Section 10.5 Headings. The headings in this Agreement are included for convenience only and neither affect the construction or interpretation of any section in this Agreement nor affect any of the rights or obligations of the Parties to this Agreement.
Section 10.6 Necessary Acts and Further Assurances. The Parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.
Section 10.7 Governing Law. This Agreement shall be governed and construed m accordance with the laws of the State of California.
City of Patterson
City Manager Employment Agreement
Section 10.8 Waiver. No covenant, term, or condition or the breach thereof shall be deemed waived, except by written consent of the Party against whom the waiver is claimed, and any waiver of the breach of any covenant, term, or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term, or condition.
Section 10.9 Counterparts. This Agreement may be executed in counterparts, and all so executed shall constitute an agreement which shall be binding upon the Parties hereto, notwithstanding that the signatures of all Parties and Parties' designated representatives do not appear on the same page.
Section 10.10 Venue. Venue for all legal proceedings shall be in the Superior Court for the County of Stanislaus in the State of California.
Section 10.11 Attorney’s Fees and Costs. If any action at law or in equity, including action for declaratory relief, is brought to enforce or interpret sections of this Agreement, the prevailing Party shall be entitled to reasonable attorney's 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]
City of Patterson
City Manager Employment Agreement
IN WITNESS WHEREOF, this Agreement has been entered into by and between EMPLOYEE and CITY as of the date of the Agreement set forth above, December 3, 2024.
CITY:
City of Patterson, a municipal corporation
of the State of California
By:
Michael Clauzel, Mayor
By:___________________________________
Aracely Alegre, City Clerk
EMPLOYEE:
By:
Fernando Ulloa, an individual
Approved as to Form and Content:
By:________________________________
Nubia Goldstein, City Attorney